IMPORTANT NOTICE You must read the following notice before continuing: Offering Memorandum Confirmation of Your Representation: Notes Securities Act

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1 IMPORTANT NOTICE You must read the following notice before continuing: The following notice applies to the attached offering memorandum (the Offering Memorandum ) whether received by , accessed from an internet page or otherwise received as a result of electronic communication and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Offering Memorandum. In reading, accessing or making other use of the Offering Memorandum, you agree to be bound by the following terms and conditions and each of the restrictions set out in the Offering Memorandum, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: In order to be eligible to review this Offering Memorandum or to make an investment decision with respect to the notes referred to in the Offering Memorandum (the Notes ), investors must not be a US person (within the meaning of Regulation S under the US Securities Act of 1933 (the Securities Act ) (a US person )). By accepting the and accessing the Offering Memorandum, you shall be deemed to have represented to BNP Paribas, London branch and Société Générale (the Joint Lead Managers ), being the senders of the attached, that (i) you are not a US person; (ii) the electronic mail (or ) address to which it has been delivered is not located in the United States of America (including the District of Columbia) or any of its possessions, including Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island or the Northern Mariana Islands and (iii) you are a person to whom the Offering Memorandum may be communicated or distributed lawfully in the jurisdiction in which you are located and in accordance with each of the restrictions set out in the section of the Offering Memorandum entitled SUBSCRIPTION AND SALE. You may not nor are you authorised to deliver the Offering Memorandum to any other person. The Offering Memorandum has been sent to you in electronic form. You consent to delivery by electronic transmission and are reminded that whilst the information contained in this electronic copy has been formatted in a manner which should exactly replicate the printed Offering Memorandum, physical appearance may differ and other discrepancies may occur for various reasons, including electronic communication difficulties or particular user equipment. The user of this electronic copy assumes the risk of any discrepancies between it and the printed version of the Offering Memorandum which is available to you on request from BNP Paribas, London branch and Société Générale. None of BNP Paribas, London branch and Société Générale, any or their respective affiliates, any person who controls any of them and any of the representatives, directors, officers, employees and agents of any such person accepts any liability or responsibility whatsoever in respect of any difference between this electronic copy and the printed Offering Memorandum. You are reminded that the Offering Memorandum and the information contained in it are subject to completion and/or amendment, which may be material, without notice. If you intend to subscribe for or purchase the Notes, you are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Offering Memorandum. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this Offering Memorandum to any other person. Nothing in this electronic transmission constitutes an offer of, or an invitation to acquire, or the solicitation of an offer to purchase or subscribe for any of the Notes, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering Memorandum may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be forwarded to any US person or to any postal or electronic mail address located in the United States of America. Any forwarding, distribution or reproduction of this Offering Memorandum in whole or in part is unauthorised. Any securities to be issued will not be registered under the Securities Act and may not be offered in the United States or to or for the account or benefit of US persons (as such persons are defined in Regulation S under the Securities Act) unless pursuant to an exemption from such registration. Failure to comply with this directive may result in a violation of applicable laws or regulations.

2 OFFERING MEMORANDUM VISA BY THE AUTORITÉ DES MARCHÉS FINANCIERS En application des articles L et L du Code monétaire et financier et de son Règlement Général, notamment ses articles à et et suivants, l Autorité des Marchés Financiers a apposé le visa numéro FCT N en date du 11 juillet 2011 sur le Prospectus. Le Prospectus a été établi par chacun des co-fondateurs du compartiment et engage la responsabilité de ses signataires. Le visa, conformément aux dispositions de l article L I du Code monétaire et financier a été attribué après que l Autorité des Marchés Financiers a vérifié si le document est complet et compréhensible, et si les informations qu il contient sont cohérentes. Il n implique ni approbation de l opportunité de l opération, ni authentification des éléments comptables et financiers présentés. English translation for information purposes: Pursuant to articles L and L of the French Monetary and Financial Code and of the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers), and in particular of articles to and et seq. thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on 11 July 2011 under number FCT N The Prospectus has been established by each of the co-founders of the Compartment and its signatories accept responsibility therefor. The visa, in accordance with the provisions of article L I of the French Monetary and Financial Code, was delivered after the Autorité des Marchés Financiers having verified if the document is complete and understandable, and if the information contained in it are consistent. It does not imply an approval of the advisability of the transaction, nor the authentification of the accounting and financial information set out herein. AUTO ABS FCT COMPARTIMENT AUTO ABS FCT FONDS COMMUN DE TITRISATION A COMPARTIMENTS (Articles L , L to L , L to L and L of the Monetary and Financial Code) 956,000,000 Class A Asset-Backed Floating Rate Notes due 26 December 2022 (Private Placement / Issue Price: 100 per cent.) France Titrisation Management Company Banque PSA Finance Custodian AUTO ABS FCT COMPARTIMENT (the Compartment ) is the second compartment of the French fonds commun de titrisation à compartiments AUTO ABS FCT (the FCT ) established jointly by France Titrisation (the Management Company ) and Banque PSA Finance (the Custodian ) on 25 November The FCT is governed by the provisions of articles L , L to L , L to L , L and R to R of the Monetary and Financial Code and by the general regulations entered into on 23 November 2010 between the Management Company and the Custodian (the General Regulations ). The purpose of the FCT is to issue debt securities and to purchase on a regular basis receivables from French or non-french entities included in the PSA Group (as defined below) or, as the case may be, from any suppliers or authorised business partners of (and designated by) the PSA Group. The Compartment is governed by the provisions of articles L , L to L , L to L , L and R to R of the Monetary and Financial Code and the General Regulations and the compartment regulations entered into on or before the Closing Date by the Management Company and the Custodian (the Compartment Regulations ). On the Closing Date and on each Purchase Date thereafter, the Compartment will purchase from the Compagnie Générale de Crédit aux Particuliers ( Crédipar or the Seller ) a portfolio of retail auto receivables (the "Receivables") arising from auto-loan contracts (the "Auto Loan Contracts") granted to individuals (the "Debtors") in order to fund the purchase price of new cars produced by Peugeot and Citröen or used cars produced by any other car manufacturer (together, the "Cars"). The Cars are mainly sold by franchised car dealers of the PSA Group's sales network or any other authorised car dealer. The Receivables will be exclusively allocated to the Compartment by the Management Company. The FCT will issue in respect of the Compartment 956,000,000 Class A Asset-Backed Floating Rate Notes (the Class A Notes ) and 94,000,000 Class B Asset-Backed Floating Rate Notes (the Class B Notes and together with the Class A Notes, the Notes ). The Prospectus has not been prepared in the context of a public offer of the Notes in the Republic of France within the meaning of article L of the Monetary and Financial Code and articles et seq. of the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers). The Class A Notes will only be offered and sold (i) in France to qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each case that such 1

3 investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, article L II of the Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents). The Class B Notes will not be listed and will be subscribed by Banque PSA Finance. Application has been made to the Autorité des marchés financiers in its capacity as competent authority under French law for the Class A Notes to be listed on the Paris Stock Exchange (Euronext Paris). The subscription period for the Class A Notes commences on 4 July 2011 (inclusive) and ends on 5 July 2011 (inclusive). The FCT will also issue 2 asset-backed units in respect of the Compartment (in the denomination of 150 each) (the Residual Units ). The Residual Units will not be listed and will be subscribed by the Seller. The Class A Notes are expected, on issue, to be assigned an AAAsf rating by Fitch Ratings ( Fitch Ratings ) and an Aaa (sf) rating by Moody s France S.A.S. ( Moody s and, together Fitch Ratings, the Rating Agencies ). The Class B Notes will not be rated. Fitch Ratings has applied for registration under Regulation (EC) No 1060/2009. Moody s France S.A.S. has applied (and has not yet received an answer) for registration under Regulation (EC) No. 1060/2009. A rating must be issued by a credit rating agency established in the European Community and registered under the Regulation (EC) No. 1060/2009 (the CRA Regulation ) unless the rating is provided by a credit rating agency that operated in the European Community before 7 June 2010 and which has submitted an application for registration in accordance with the CRA Regulation and such application for registration has not been refused. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency (see Section Ratings ). For a discussion of certain significant factors affecting investments in the Class A Notes, see Sections RISK FACTORS SPECIAL CONSIDERATIONS and SUBSCRIPTION AND SALE on pages 49 and 193 of this Information Memorandum. 2

4 The Class A Notes will be issued in denominations of 100,000 each and will at all times be represented in book entry form (dématérialisée). No physical documents of title will be issued in respect of the Class A Notes. The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France ( Euroclear France ) (acting as central depositary) which shall credit the accounts of Account Holders (as defined in Section DESCRIPTION OF THE NOTES - General ) affiliated with Euroclear France and (ii) be admitted in the clearing systems of Euroclear France and Clearstream Banking (the Clearing Systems ) (see Section GENERAL INFORMATION ). The Notes and the Residual Units are backed by the Receivables purchased by the FCT from time to time on each Purchase Date during the Revolving Period and allocated to the Compartment by the Management Company. Pursuant to the General Regulations, the holders of the Notes and of the Residual Units issued in respect of the Compartment of the FCT will only be repaid from the moneys and proceeds arising from the Assets Allocated to the Compartment to the exclusion of any asset allocated to any other compartment and subject to the applicable Priority of Payments. Consequently, the Compartment shall remain strictly segregated (autonome, séparé et distinct) from any other compartment of the FCT. Interest on the Notes is payable on a monthly basis by reference to successive interest periods. During the Revolving Period, the Accelerated Amortisation Period and the Amortisation Period, each Note bears interest on each Monthly Payment Date at an annual interest rate equal to the 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2 month EURIBOR and 3 month EURIBOR) plus the Relevant Margin. Each Class A Note bears interest on the amount of its Principal Amount Outstanding at an annual interest rate equal to the EURIBOR Reference Rate plus 0.90 per cent. per annum. Each Class B Note bears interest on the amount of its Principal Amount Outstanding at an annual interest rate equal to the EURIBOR Reference Rate plus 1.60 per cent. per annum (see Sections DESCRIPTION OF THE NOTES and TERMS AND CONDITIONS OF THE NOTES Interest ). Class of Notes Initial Principal Amount Coupon Class A Notes 956,000,000 1 month EURIBOR(*) per cent. p.a. Class B Notes 94,000,000 1 month EURIBOR(*) per cent. p.a. (*) or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2 month EURIBOR and 3 month EURIBOR During the Revolving Period, the Notes will not be subject to any redemption, except in case of a Partial Early Amortisation. During the Amortisation Period, i.e. from (A) the Monthly Payment Date expected to fall in December 2012 inclusive, or earlier upon the occurrence of an Amortisation Event until (B) the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero or (ii) the Final Legal Maturity Date (subject to the absence of occurrence of an Accelerated Amortisation Event), the Notes are subject to mandatory partial redemption on each Monthly Payment Date (other than a Reduced Payment Date) on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated to the Compartment and the applicable Priority of Payments. During the Accelerated Amortisation Period, the Notes are subject to mandatory redemption on each Accelerated Payment Date on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated to the Compartment and the applicable Priority of Payments, until the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero or (ii) the Final Legal Maturity Date. On each Monthly Payment Date, payments of principal due in respect of the Class B Notes will be subordinated to payments of principal due in respect of the Class A Notes. On each Accelerated Payment Date, payments of principal and interest due on the Class A Notes will rank prior to payments of principal and interest due in respect of the Class B Notes (see Sections DESCRIPTION OF THE NOTES Distributions and TERMS AND CONDITIONS OF THE NOTES Redemption ). In accordance with and subject to the terms of the Compartment Regulations, the FCT will be entitled to purchase Additional Receivables from the Seller during the Revolving Period, which is expected to end on the Monthly Payment Date falling in November 2012 (included). Such Additional Receivables will be exclusively allocated to the Compartment by the Management Company (see Section DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT ). 3

5 The Prospectus is made of (i) a general memorandum (document de référence)relating to the FCT) (the General Memorandum ) prepared by the Management Company and the Custodian and registered with the Autorité des Marchés Financiers on 28 October 2010 under number NR10-01 and (ii) this Offering Memorandum (note d opération). This Offering Memorandum has been prepared by the Management Company and the Custodian solely for use in connection with the listing of the Class A Notes on the Paris Stock Exchange (Euronext Paris) (see Section SUBSCRIPTION AND SALE France ). This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Class A Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. No action has been taken or shall be taken by the Management Company, the Custodian, the Joint Arrangers or the Joint Lead Managers that shall permit a public offer of the Notes in any jurisdiction. Neither the Joint Arrangers, the Joint Lead Managers, nor any of their respective affiliates have authorised the whole or any part of this Offering Memorandum and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Offering Memorandum. No Joint Arranger or Joint Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Offering Memorandum or any other information provided by the Management Company, the Custodian and the Seller in connection with the transactions described in this Offering Memorandum nor the General Memorandum. In connection with the issue and offering of the Notes, no person has been authorised to give any information or to make any representations other than those contained in this Offering Memorandum and, if given or made, such information or representations shall not be relied upon as having been authorised by or on behalf of the Seller, the Servicer or any other company within the PSA Group, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Arrangers or the Joint Lead Managers. The distribution of this Offering Memorandum and the offering or sale of the Notes in certain jurisdictions may be restricted by law or regulations. Persons coming into possession of this Offering Memorandum are required to enquire regarding, and to comply with, any such restrictions. In accordance with the provisions of article L of the Monetary and Financial Code, the Notes and the Residual Units issued by the FCT in relation to the Compartment may not be sold by way of brokerage (démarchage). Neither this Offering Memorandum nor the General Memorandum should be construed as a recommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within the PSA Group, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Arrangers or the Joint Lead Managers to any recipient of this Offering Memorandum and the General Memorandum, or any other information supplied in connection with the issue of Notes, to subscribe or acquire any such Notes. Each potential investor should conduct an independent investigation of the financial terms and conditions of the Notes, and an assessment of the creditworthiness of the FCT, with respect to the Compartment, the risks associated with the Notes and of the tax, accounting and legal consequences of an investment in the Notes and should consult an independent legal, tax or accounting adviser to this effect. THE LIABILITIES IN CONNECTION WITH THE NOTES ARE EXCLUSIVELY BORNE BY THE FCT AND ARE LIMITED TO THE COMPARTMENT. NEITHER THE NOTES ISSUED BY THE FCT NOR THE ASSETS ALLOCATED TO THE COMPARTMENT, ARE, OR WILL BE, GUARANTEED IN ANY WAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE PSA GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THE COMPARTMENT CASH MANAGER, THE PAYING AGENT, THE DATA PROTECTION AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNT BANK, THE JOINT ARRANGERS, THE JOINT LEAD MANAGERS, OR BY ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NOR ANY OTHER COMPANY WITHIN THE PSA GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THE COMPARTMENT CASH MANAGER, THE PAYING 4

6 AGENT, THE DATA PROTECTION AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNT BANK, THE JOINT ARRANGERS OR THE JOINT LEAD MANAGERS WILL BE LIABLE, OR PROVIDE ANY GUARANTEES FOR, THE NOTES ISSUED BY THE FCT IN RESPECT OF THE COMPARTMENT. ONLY THE MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF NOTES AGAINST THIRD PARTIES. The Notes will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) under applicable U.S. state securities laws or under the laws of any jurisdiction. The Notes have not and will not be offered for subscription or sale in the United States of America or to or for the account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certain circumstances where the contemplated transactions do not require any registration under the Securities Act (see Section SUBSCRIPTION AND SALE United States of America ). No guarantee can be given to any potential investor with respect to the placement of the Class A Notes, as to the creation or development of a secondary market for the Class A Notes by way of their listing on the Paris Stock Exchange (Euronext Paris). Each of the Management Company and the Custodian, in their capacity as co-founders of the FCT and the Compartment, assumes responsibility for the information contained in this Offering Memorandum, as set out in Section ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING MEMORANDUM. Each of the Seller and Banque PSA Finance accepts responsibility for the information contained in Sections DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES, STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES, HISTORICAL PERFORMANCE DATA, UNDERWRITING AND MANAGEMENT PROCEDURES and DESCRIPTION OF THE SELLER AND BANQUE PSA FINANCE GROUP of this Offering Memorandum (the "PSA Information"). To the knowledge of the Seller and of Banque PSA Finance (having taken all reasonable care to ensure that such is the case), the PSA Information is in accordance with the facts and does not omit anything likely to affect the import of the PSA Information. BNP Paribas only accepts responsibility for that information set out in Section DESCRIPTION OF BNP PARIBAS of this Offering Memorandum (the "BNP Paribas Information"). To the knowledge of BNP Paribas (having taken all reasonable care to ensure that such is the case), the BNP Paribas Information is in accordance with the facts and does not omit anything likely to affect the import of the BNP Paribas Information. BNP Paribas accepts no responsibility for any other information contained in this Offering Memorandum and has not separately verified any such other information. Société Générale only accepts responsibility for that information set out in Section DESCRIPTION OF SOCIETE GENERALE of this Offering Memorandum (the "Société Générale Information"). To the knowledge of Société Générale (having taken all reasonable care to ensure that such is the case), the Société Générale Information is in accordance with the facts and does not omit anything likely to affect the import of the Société Générale Information. Société Générale accepts no responsibility for any other information contained in this Offering Memorandum and has not separately verified any such other information. Neither the delivery of this Offering Memorandum, nor the offering of any of the Class A Notes shall, under any circumstances, constitute or create any representation or imply that the information (whether financial or otherwise) contained in this Offering Memorandum regarding the FCT, the Compartment, the Seller, the Servicer the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Arrangers, the Joint Lead Managers or any other entity involved in the distribution of the Class A Notes, shall remain valid at any time subsequent to the date of this Offering Memorandum. While the information set out in this Offering Memorandum comprises a description of certain provisions of the Transaction Documents, it should be read as a summary only and it is not intended as a full statement of the provisions of such Transaction Documents. 5

7 In connection with the issue and distribution of the Class A Notes, BNP Paribas, acting as stabilisation manager (the "Stabilisation Manager") (or persons acting on behalf of the Stabilisation Manager) may over-allot Class A Notes or effect transactions with a view to supporting the market price of the Class A Notes at a level higher than that which might otherwise prevail. However, there is no insurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Class A Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of thirty (30) calendar days after the Closing Date and sixty (60) calendar days after the date of the allotment of the Class A Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules. In this Offering Memorandum, unless otherwise specified or required by the context, references to Euro, or EUR are to the lawful currency of the Republic of France as of 1 January 1999, such date being the commencement of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. 6

8 PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION This Offering Memorandum relates to the placement procedure for Notes issued by a French fonds commun de titrisation à compartiments as governed by the provisions of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). The purpose of this Offering Memorandum is to set out (i) the general terms and conditions of the assets and liabilities of the Compartment, (ii) the general characteristics of the Receivables which may be acquired from the Seller (and any of its successors) in respect of the Compartment, and (iii) the general principles of establishment and operation of the Compartment. General Regulations and Compartment Regulations The General Memorandum contains the main provisions of the General Regulations of the FCT. The General Memorandum relating to the FCT has been registered with the Autorité des Marchés Financiers under the number NR10-01 on 28 October Upon subscription or purchase of any Notes, its holder shall be automatically and without any further formality (de plein droit) bound by the provisions of both the General Regulations and the Compartment Regulations, as amended from time to time by any amendments thereto jointly agreed by the Management Company and the Custodian in accordance with the terms thereof. As a consequence, each holder of a Note is deemed to have full knowledge of the operation of the FCT and of the Compartment, and in particular, of the characteristics of the Receivables purchased by such Compartment, of the terms and conditions of the issuance programme of the relevant Notes and of the identity of the parties participating to the management of the FCT and the Compartment. This Offering Memorandum contains the main provisions of the Compartment Regulations. Any person wishing to obtain a copy of the Compartment Regulations, a copy of the General Regulations, and/or a copy of the Master Definitions Agreement, may request a copy from the Management Company with effect from the date of distribution of this Offering Memorandum. Defined Terms For the purposes of this Offering Memorandum, capitalised terms will have the meaning assigned to them in Appendix I of this Offering Memorandum. 7

9 TABLE OF CONTENTS SECTIONS PAGE PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION... 7 ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING MEMORANDUM STATUTORY AUDITORS OF THE COMPARTMENT SUMMARY OF THE TRANSACTION GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT DESCRIPTION OF THE RELEVANT ENTITIES RISK FACTORS - SPECIAL CONSIDERATIONS OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS DESCRIPTION OF THE NOTES WEIGHTED AVERAGE LIVES OF THE CLASS A NOTES DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES HISTORICAL PERFORMANCE DATA DESCRIPTION OF THE MASTER PURCHASE AGREEMENT DESCRIPTION OF THE MASTER SERVICING AGREEMENT DESCRIPTION OF THE DATA PROTECTION AGREEMENT SPECIALLY DEDICATED BANK ACCOUNT UNDERWRITING AND MANAGEMENT PROCEDURES DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER USE OF PROCEEDS TERMS AND CONDITIONS OF THE NOTES FRENCH TAXATION REGIME DESCRIPTION OF THE COMPARTMENT ACCOUNTS NO RECOURSE AGAINST THE FCT CREDIT STRUCTURE DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP COUNTERPARTY DESCRIPTION OF SOCIÉTÉ GÉNÉRALE AS INTEREST RATE SWAP COUNTERPARTY COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES MODIFICATIONS TO THE TRANSACTION GOVERNING LAW SUBMISSION TO JURISDICTION GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT THIRD PARTY EXPENSES

10 INFORMATION RELATING TO THE COMPARTMENT SUBSCRIPTION AND SALE GENERAL INFORMATION INDEX OF APPENDICES APPENDIX I GLOSSARY OF DEFINED TERMS APPENDIX II - NOTES DESCRIPTION TABLE APPENDIX III - RATINGS APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH RATINGS APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY S

11 ENTITIES ACCEPTING RESPONSIBILITY FOR THE OFFERING MEMORANDUM To our knowledge, the data contained in this Offering Memorandum comply with reality: they contain all information necessary for investors to make their judgement on the rules governing the securitisation vehicle. They contain no omission likely to affect their import. Executed in Paris, on 11 July France Titrisation Management Company 41, avenue de l Opéra Paris France Banque PSA Finance Custodian 75, avenue de la Grande Armée Paris France Sylvain Thomazo Secrétaire Général Frédéric Saint-Geours Chief Executive Officer and Chairman of the Board of Directors Pierre-Brice Jaouen Head of Securitisation and Structured Finance 10

12 STATUTORY AUDITORS OF THE COMPARTMENT Deloitte & Associés Statutory Auditor (represented by Jean-Marc Mickeler 185, avenue Charles de Gaulle Neuilly-sur-Seine Cedex France Appointment Date: Compartment Establishment Date Duration: six (6) months 11

13 PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA NOTE D OPERATION A notre connaissance, les données de la présente note d opération sont conformes à la réalité : elles comprennent toutes les informations nécessaires aux investisseurs pour fonder leur jugement sur les règles régissant l organisme de titrisation. Elles ne comportent pas d omission de nature à en altérer la portée. Fait à Paris, le 11 juillet France Titrisation Société de Gestion 41, avenue de l Opéra Paris France Banque PSA Finance Dépositaire 75, avenue de la Grande Armée Paris France Sylvain Thomazo Secrétaire Général Frédéric Saint-Geours Président Directeur Général Pierre-Brice Jaouen Responsable Titrisation et Financements Structurés 12

14 COMMISSAIRE AUX COMPTES DU COMPARTIMENT Deloitte & Associés Statutory Auditor (représenté par Jean-Marc Mickeler) 185, avenue Charles de Gaulle Neuilly-sur-Seine Cedex France Date de début du premier mandat : Compartment Establishment Date Durée et date d expiration du mandat : six (6) mois 13

15 STRUCTURE DIAGRAM OF THE TRANSACTION France Titrisation Management Company Banque PSA Finance Custodian Banque PSA Finance Compartment Cash Manager CA S.A. Specially Dedicated Account Bank CACEIS Paying Agent CACIB Compartment Account Bank BNP Paribas Securities Services Data Protection Agent Crédipar Seller & Servicer Receivables Assignment Purchase Price (& Deferred Purchase Price) AUTO ABS FCT COMPARTIMENT Issuer Note Interest & Principal Issuance Proceeds Class A Notes Class B Notes Residual Units BNP Paribas & Société Générale Class A Notes Interest Rate Swap Counterparties Banque PSA Finance Class B Notes Swap Provider 14

16 SUMMARY OF THE TRANSACTION The attention of potential investors in the Class A Notes is drawn to the fact that the following section only sets out a summary of the information relating to the FCT and the Compartment and should be considered by reference to the information contained in the General Memorandum and to the detailed information provided in this Offering Memorandum. In addition, as the nominal amount of the Class A Notes will be equal to EUR 100,000, the following section is not, and is not to be regarded as, a résumé within the meaning of article of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). Capitalised words or expressions shall have the meanings given to them in the glossary of terms in Appendix I to this Offering Memorandum. The FCT AUTO ABS FCT (the FCT ) is a French fonds commun de titrisation à compartiments, governed by the provisions of articles L , L to L , L to L , L and R to R of the Monetary and Financial Code and the General Regulations of the FCT. The FCT was jointly established on 25 November 2010 by the Management Company and the Custodian. In accordance with article L of the Monetary and Financial Code, the FCT is a co-ownership entity (copropriété) of receivables which does not have a legal personality (personnalité morale). The FCT is neither subject to the provisions of the Civil Code relating to the rules of co-ownership (indivision) nor to the provisions of articles 1871 to 1873 of the Civil Code relating to partnerships (sociétés en participation). The Compartment Management Company AUTO ABS FCT COMPARTIMENT (the Compartment ) is the second compartment of the FCT. The Compartment is governed by the provisions of articles L , L to L , L to L , L and R to R of the Monetary and Financial Code and also by the General Regulations and the Compartment Regulations. The Compartment will be established on the Closing Date which is also the First Purchase Date. France Titrisation (the Management Company ), a société par actions simplifiée with a share capital of 240,160, whose registered office is located at 41, Avenue de l Opéra, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed and supervised by the French Financial Market Authority (Autorité des Marchés Financiers). The corporate purpose of the Management Company is to manage French debt mutual funds (fonds communs de créances) and/or French securitisation vehicles (organismes de titrisation). References in this Offering Memorandum to the Management Company will be deemed, unless the context requires otherwise, to be references to the Management Company acting in the name, and on behalf, of the FCT in respect of the Compartment. PAR

17 Custodian Seller Banque PSA Finance (the Custodian ), a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as co-founder of the Compartment and Custodian of the Assets Allocated to the Compartment and, more generally, as co-founder of the FCT and Custodian of the assets of the FCT, under the Compartment Regulations and the General Regulations. Compagnie Générale de Crédit aux Particuliers or Crédipar, a société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as seller under the terms of the Master Purchase Agreement. Crédipar is 99.99% owned by Banque PSA Finance. Pursuant to the Master Purchase Agreement, the Seller shall be entitled to substitute, in relation to its rights and obligations, any other entity, existing or newly created, intended to take over its activities by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including any change into another corporate form or branch, provided that the conditions precedent set out in the Master Purchase Agreement are satisfied and in particular but without limitation that such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or on review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. Servicer Crédipar, a société anonyme with a share capital of 107,300,016, whose registered office is located at T12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as servicer under the terms of the Master Servicing Agreement. Crédipar is 99.99% owned by Banque PSA Finance. In accordance with the provisions of article L of the Monetary and Financial Code, the Management Company and the Custodian have appointed the Seller as Servicer in relation to the Purchased Receivables under the Master Servicing Agreement. Pursuant to the Master Servicing Agreement, the Servicer shall be 16

18 Specially Dedicated Bank Account entitled to substitute, in relation to its rights and obligations, any other entity, existing or newly created, intended to take over its activities by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including any change into another corporate form or branch, provided that the conditions precedent set out in the Master Servicing Agreement are satisfied and in particular but without limitation that such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. In accordance with articles L and R of the Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank account specially dedicated (compte spécialement affecté) to the benefit of the FCT has been opened by the Servicer with the Specially Dedicated Account Bank (the Specially Dedicated Bank Account ). Pursuant to the Master Servicing Agreement, the Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all Available Collections received in respect of the Purchased Receivables, provided that the Servicer has undertaken vis-à-vis the FCT: (i) (ii) that all Instalment paid by Debtors by direct debit shall be directly credited to the Specially Dedicated Bank Account without transiting via any other account of the Servicer provided that such direct debit amount will also include Excluded Amount paid by the relevant Debtor, as applicable; and to transfer promptly to the Specially Dedicated Bank Account and in any case within five (5) Business Days after receipt any amount of Available Collections standing to the credit of any other of its bank accounts as of the close of business, provided that such amount shall not include any Excluded Amount paid by the relevant Debtor, as applicable, and subject to the adjustments set out in Section DESCRIPTION OF THE MASTER SERVICING AGREEMENT. The Specially Dedicated Account Bank is Crédit Agricole S.A., a société anonyme with a share capital of 7,493,916,453, whose registered office is located at 91-93, boulevard Pasteur, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Management Company will terminate the Specially Dedicated Account Bank Agreement and will appoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bank within 30 Business Days and close the Specially Dedicated Bank Account, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with a new specially 17

19 dedicated account bank with the Account Bank Required Ratings). An entity shall have the Account Bank Required Ratings if its shortterm unsecured, unsubordinated and unguaranteed debt obligations of are rated at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) and F1 (short term) by Fitch Ratings and P-1 by Moody s. Either the Specially Dedicated Account Bank or the Servicer (on giving 1- month prior notice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). Compartment Account Bank Crédit Agricole Corporate and Investment Bank (the "Compartment Account Bank"), a société anonyme with a share capital of 6,775,271,784, whose registered office is located at 9, quai du Président Paul Doumer, Paris La Défense (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Compartment Account Bank is the credit institution in the books of which the Management Company has opened the Compartment Accounts under the responsibility of the Custodian, pursuant to the provisions of the Compartment Bank Account Agreement. Pursuant to the Compartment Bank Account Agreement: (a) (b) the Management Company (i) may on 30-days prior written notice or (ii) shall within 15 Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings, terminate the appointment of the Compartment Account Bank; and the Compartment Account Bank may resign on giving 30-days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment account bank with the Account Bank Required Ratings has been appointed). 18

20 Compartment Cash Manager Banque PSA Finance (the "Compartment Cash Manager"), a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). By derogation to the provisions of the General Regulations, the Compartment Cash Manager is appointed by the Management Company to manage the amounts standing from time to time to the credit of the Compartment Accounts and the allocation of such amounts in accordance with the provisions of the Compartment Cash Management Agreement and the conditions set out in this Offering Memorandum (see Section COMPARTMENT CASH AND INVESTMENT RULES ). Pursuant to the Compartment Cash Management Agreement, either the Management Company or the Compartment Cash Manager (on giving 30-days prior written notice to the Management Company and the Custodian) may terminate the Compartment Cash Management Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager has been appointed). Paying Agent CACEIS Corporate Trust (the "Paying Agent"), a société anonyme with a share capital of 12,000,000, whose registered office is located at 1-3, place Valhubert, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as an investment services provider (prestataire de services d investissement) with the status of an investment firm (entreprise d investissement) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Paying Agent has been appointed by the Management Company and the Custodian to make the payment, on the Payment Dates, of the amount of principal and interest due to the Class A Noteholders pursuant to the provisions of the Paying Agency Agreement. Pursuant to the Paying Agency Agreement: (a) (b) the Management Company may on 30-days prior written notice terminate the appointment of the Paying Agent and appoint a new paying agent; and the Paying Agent may resign on giving 30-days prior written notice to the Management Company and the Custodian, Interest Rate Swap Counterparties provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been appointed). Each of: (a) BNP Paribas, a société anonyme with a share capital of 2,397,320,312, whose registered office is located at 16 19

21 boulevard des Italiens, Paris (France), registered with the Trade and Companies Registry of Paris under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel); and (b) Société Générale, a société anonyme with a share capital of 962,903,828.75, whose registered office is located at 29 boulevard des Italiens, Paris (France), registered with the Trade and Companies Registry of Paris under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), or any swap counterparty replacing Société Générale or BNP Paribas (the "Interest Rate Swap Counterparties"). Each of the Interest Rate Swap Counterparties has entered into an Interest Rate Swap Agreement with the FCT in respect of the Class A Notes, pursuant to which it has been appointed as Interest Rate Swap Counterparty (subject to the right of the Management Company and of the relevant Interest Rate Swap Counterparty to terminate such Interest Rate Swap Agreement in accordance with its terms). Junior Swap Provider Banque PSA Finance, a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Junior Swap Provider has entered into the Junior Swap Agreement with the FCT in respect of the Class B (subject to the right of the Management Company to terminate such Junior Swap Agreement in accordance with its terms). Data Protection Agent BNP Paribas Securities Services (the "Data Protection Agent"), a société en commandite par actions with a share capital of 165,279,835, whose registered office is located at 3, rue d Antin, Paris (France) registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), acting in its capacity as data protection agent under the terms of the Data Protection Agreement. On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Seller will deliver to the Management Company an Encrypted Data File (consisting in an electronically readable data tape in a standard format as agreed between the Management 20

22 Company and the Seller containing encrypted information such as, inter alia, the names and addresses of the Debtors in relation (i) to the Purchased Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent Purchase Date, respectively, and (ii) to all the outstanding Purchased Receivables (either Performing Receivables, Defaulted Receivables or Delinquent Receivables, but excluding such Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted cleanup offer) as at such date)). On each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, the Seller will continue to deliver an Encrypted Data File to the Management Company. The Management Company will keep the Encrypted Data File in safe custody and protect it against unauthorised access by any third parties. On the Closing Date, the Seller will deliver to the Data Protection Agent the Decryption Key required to decrypt information contained in the Encrypted Data File delivered on the same date to the Management Company. The Data Protection Agent shall hold the Decryption Key (and any updated Decryption Key, as the case may be) in safe custody and protect it against unauthorised access by any third parties until the Management Company requires the delivery of the Decryption Key. Immediately upon request by the Management Company (but no later than within two (2) Business Days following receipt of such request), the Data Protection Agent shall deliver the Decryption Key to the Management Company (or to any person designated by the Management Company, including without limitation any replacement servicer). The Management Company has undertaken to request the Decryption Key to the Data Protection Agent and use (or permit the use) the data contained in the Encrypted Data File relating to the Debtors only in the following circumstances: (a) (b) the FCT needs to have access to such data to enforce its rights against the Debtors; the law requires that the Debtors be informed (including, without limitation in case of a change of the Servicer following the occurrence of a Servicer Termination Event). Other than is the circumstances set out above, the Data Protection Agent shall keep the Decryption Key confidential and shall not provide access in whatsoever manner to the Decryption Key. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement, and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any person appointed by it or any substitute servicer to) (i) notify the Debtors of the assignment of the relevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owed under the Purchased Receivables into any account specified by the Management Company in the notification. 21

23 Assets Allocated to the Compartment Pursuant to the Compartment Regulations, the Assets Allocated to the Compartment by the Management Company comprise: (a) the Initial Receivables purchased by the FCT on the First Purchase Date from the Seller and the Additional Receivables which will be purchased by the FCT on each Subsequent Purchase Date from the Seller (or any of its successors); (b) (c) (d) (e) (f) (g) any Ancillary Rights attached to the Purchased Receivables; the Compartment Cash; the General Reserve; if the Servicer has failed to perform its financial obligations (obligations financières) under the Master Servicing Agreement, such amount of the Commingling Reserve as is necessary to remedy to such failure; the Net Swap Amounts and any other amount to be received from the Interest Rate Swap Counterparties, if any, under each of the Interest Rate Swap Agreements; the Net Junior Swap Amounts and any other amount to be received, as the case may be, from the Junior Swap Provider under the Junior Swap Agreement; (h) any Authorised Investments and income relating to any Authorised Investments; and (i) any other rights transferred or attributed to the Compartment under the terms of the Transaction Documents. Available Collections Available Collections means in respect of any Collection Period and in relation to any Payment Date an amount equal to the aggregate of: (i) (ii) all cash collections (payments of principal, interest, arrears, late payments, penalties and ancillary payments) collected by the Servicer during such Collection Period in relation to the Purchased Receivables (including (aa) Prepayments (and the related prepayment penalties), (bb) all Recoveries, (cc) all amounts paid in connection with (x) the indemnity payment paid by any of the Seller in respect of non-compliant Receivables and the termination of the assignment of any Purchased Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and/or (y) the indemnity payment paid by the Seller in the event of commercial renegotiation of any Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and (dd) any amounts paid to Crédipar by the Collective Insurers under the Collective Insurance Contracts); plus or minus, as the case may be, any Adjusted Available Collections. Compartment Accounts All payments received or to be received by the Compartment shall be credited to the Compartment Accounts opened with the Compartment 22

24 Account Bank in accordance with the terms of the Compartment Bank Account Agreement. The Compartment Accounts comprise: (a) the General Collection Account; (b) (c) (d) (e) (f) the Principal Account; the Interest Account; the General Reserve Account; the Commingling Reserve Account; and the Collateral Accounts (as the case may be). The Compartment Accounts will be credited and debited upon instructions given by the Management Company in accordance with the provisions of the Compartment Regulations, to the extent of available funds standing to the credit of such Compartment Accounts. General Reserve Account Under the Master Purchase Agreement, the Seller has undertaken to guarantee the performance of the Purchased Receivables, up to a limit equal to the amount of the General Reserve Cash Deposit, in accordance with and subject to the provisions of the General Reserve Cash Deposit Agreement. In accordance with articles L and L to L of the Monetary and Financial Code and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee for its financial obligations (obligations financières) under such performance guarantee, the Seller has agreed to make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remise d espèces en pleine propriété à titre de garantie). The General Reserve Cash Deposit will be equal to one (1) per cent. of the aggregate of the Initial Principal Amounts of the Notes. This General Reserve Cash Deposit is made once and for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenish that General Reserve Cash Deposit nor to pay any additional amount under that performance guarantee after the Closing Date. The General Reserve Cash Deposit remitted on the Closing Date will constitute the initial General Reserve. The General Reserve will be used in accordance and subject to the relevant Priority of Payments. On each Monthly Payment Date during the Revolving Period or during the Amortisation Period, the General Reserve may be either: (a) (b) reinstated or increased, subject to the applicable Priority of Payments, by the transfer of monies from the Interest Account to the General Reserve Account, and/or, as applicable, decreased, subject to the applicable Interest Priority of Payments, by the transfer of monies from the General Reserve Account to the Interest Account. Following an Accelerated Amortisation Event or a Compartment 23

25 Liquidation Event, on each Accelerated Payment Date, the General Reserve may be decreased, subject to the applicable Priority of Payments, by the transfer of monies from the General Reserve Account to the General Collection Account, or increased, subject to the applicable Priority of Payments, by the transfer of monies from the General Collection Account to the General Reserve Account. The General Reserve Account shall be debited or credited in accordance with the instructions given by the Management Company. The General Reserve Cash Deposit will be released and retransferred to the Seller on each Payment Date, if and to the extent not otherwise reimbursed, to the extent of available funds and in accordance with and subject to the relevant Priority of Payments. Commingling Reserve Account Upon the liquidation of the Compartment and subject to the full payment of any amounts due by the FCT in respect of the Compartment to the Class A Noteholders and the Class B Noteholders in accordance with the applicable Priority of Payments, the General Reserve will be retransferred directly to the Seller up to the amount of the General Reserve Cash Deposit not otherwise reimbursed on a preceding Payment Date. The Commingling Reserve is made available to protect the Compartment against the risk of delay or default of the Servicer in its financial obligations (obligations financières) under the Master Servicing Agreement (including, without limitation, its obligation to transfer the Available Collections to the FCT). The amount standing to the credit of the Commingling Reserve Account shall at least be equal to the Commingling Reserve Required Amount (it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account). On the Closing Date, the Servicer will credit the Commingling Reserve Account with the Commingling Reserve Required Amount applicable on the Closing Date, as a guarantee for all its financial obligations (obligations financières), contingent and future, towards the FCT, in relation to the Compartment arising under the Master Servicing Agreement, pursuant to articles L and L to L of the Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie). On any Monthly Settlement Date, if the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount, such adjustment shall be made, as applicable: (i) by the Servicer, by remitting, in accordance with articles L and L to L of the Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie), the necessary amounts to the Commingling Reserve Account such Monthly Settlement Date; or (ii) by the Management Company, by releasing and repaying the excess of (i) the amount standing to the credit of the Commingling Reserve Account over (ii) the Commingling Reserve Required Amount directly to the Servicer on the immediately following 24

26 Payment Date, it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account. In the event of a breach by the Servicer of its financial obligations (obligations financières) under the Master Servicing Agreement, the Management Company will be entitled to set-off the restitution obligations of the FCT under the Commingling Reserve against the amount of the breached financial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amount in respect of such financial obligations (obligations financières); and (ii) the amount then standing to the credit of the Commingling Reserve Account, in accordance the article L of the Monetary and Financial Code, without the need to give prior notice of intention to enforce the Commingling Reserve (sans mise en demeure préalable). As long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement (failing which the above provisions shall apply), it has been expressly agreed that the Commingling Reserve shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Debtors defaults. Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. Priority of Payments Pursuant to the Compartment Regulations, the Management Company will give instructions to the Custodian, the Compartment Account Bank and the Compartment Cash Manager to ensure that during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period (if any), payments are made, to the extent of Available Distribution Amount, in accordance with the relevant Priority of Payments, in a due and timely manner. In order to ensure that all the allocations, distributions and payments are made in a timely manner in accordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as the case may be, the Accelerated Amortisation Period, the Management Company will give appropriate instructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment Cash Manager, the Interest Rate Swap Counterparties, the Junior Swap Provider and the Paying Agent. Purchased Receivables The Purchased Receivables assigned to the FCT by the Seller on the First Purchase Date and on any Subsequent Purchase Date, during the Revolving Period (which is expected to end no later than on the Monthly Payment Date falling in November 2012 (included)) arise from the Auto Loan Contracts entered into with Debtors. The Purchased Receivables purchased by the FCT, on any Purchase Date, shall be exclusively allocated to the Compartment. 25

27 The aggregate Outstanding Balance of the portfolio of auto loan receivables as of close of business on 6 July 2011 is approximately EUR 1,049,999,917. The average number of months that had elapsed since origination is approximately months and the average remaining term to stated maturity is approximately months as of 6 July Description of the Notes The FCT will issue the Class A Notes, the Class B Notes and the Residual Units backed by the Assets Allocated to the Compartment. The Residual Units are not offered for sale in accordance with this Offering Memorandum. Form and Denomination On the Closing Date: 9,560 Class A Notes of 100,000 each with an aggregate amount of 956,000,000 due on 26 December 2022 are issued by the Compartment on the Closing Date and are backed by the Assets Allocated to the Compartment. The Class A Notes are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount. 940 Class B Notes of 100,000 each with an aggregate amount of 94,000,000 due on 26 December 2022 are issued by the Compartment on the Closing Date and are backed by the Assets Allocated to the Compartment. The Class B Notes are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount. 2 Residual Units of 150 each with an aggregate amount of 300 with unlimited duration are issued by the Compartment on the Closing Date and are backed by the Assets Allocated to the Compartment. The Residual Units are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount. The Residual Units are subordinated to the Notes of all classes. Closing Date 20 July Use of Proceeds The proceeds arising from the issue of the Class A Notes, the Class B Notes and the Residual Units are equal to 1,050,000,300 and such amount will be applied by the Management Company to fund the purchase of the Initial Receivables from the Seller, on the First Purchase Date. During the Revolving Period, the Compartment will finance the purchase of Additional Receivables from the Available Purchase Amount. Rate of Interest The Rate of Interest payable in respect of the Notes of each class will be determined by the Management Company on each Interest Rate Determination Date prior to the commencement of each Interest Period. The Rate of Interest in respect of each Interest Period shall be the aggregate of the EURIBOR Reference Rate plus the Relevant Margin. 26

28 The Rate of Interest on the Class A Notes is the aggregate of the EURIBOR Reference Rate plus the Relevant Margin of 0.90 per cent. per annum. The Rate of Interest on the Class B Notes is the aggregate of the EURIBOR Reference Rate plus the Relevant Margin of 1.60 per cent. per annum. Payment Dates During the Revolving Period, payments of interest (and, subject to the occurrence of a Partial Early Amortisation Event, payments of principal) will be made monthly in arrear on each Monthly Payment Date. The first Monthly Payment Date will be 26 September During the Amortisation Period, payments of interest and principal will be made monthly in arrear on each Monthly Payment Date until the earlier of the date on which the Principal Amount Outstanding of the Notes is reduced to zero and the Final Legal Maturity Date (subject to the absence of occurrence of an Accelerated Amortisation Event). During the Accelerated Amortisation Period (if any), payments of interest and principal will be made monthly in arrear on each Accelerated Payment Date until the earlier of the date on which the Principal Amount Outstanding of the Notes is reduced to zero and the Final Legal Maturity Date. Final Legal Maturity Date Unless previously redeemed, each of the Notes will be redeemed at its Principal Amount Outstanding on the Payment Date falling on 26 December 2022 or, if such day is not a Business Day, on the next succeeding Business Day, subject to the relevant Priority of Payments to the extent of the Assets Allocated to the Compartment. Ratings It is a condition to the issuance of the Class A Notes that the Class A Notes are assigned, upon issue, a rating of AAAsf by Fitch Ratings and a rating of Aaa (sf) by Moody s. The Class B Notes will not be rated. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the Rating Agencies. Clearing Systems The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France and (ii) be admitted in the Clearing Systems (see Section GENERAL INFORMATION ). In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Listing 27

29 Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes. Redemption of the Notes Revolving Period During the Revolving Period the Noteholders shall receive payments of interest, subject to and in accordance with the Interest Priority of Payments, but shall not receive payments of principal except in the case of a Partial Early Amortisation. Partial Early Amortisation Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on three (3) successive Purchase Dates, the aggregate of the Effective Outstanding Balances of the Performing Receivables, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Effective Outstanding Balances of the Receivables which are being sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on the immediately following Monthly Payment Date, the Class A Notes and the Class B Notes will be subject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period. On that Monthly Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes and Class B Notes, pari passu and pro rata the Principal Amount Outstanding of the Class A Notes and of the Class B. For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes shall continue to be used as a basis for the purpose of determining whether a Purchase Shortfall has occurred. Amortisation Period During the Amortisation Period the Noteholders shall, in addition to payments of interest, receive payments of principal on each Monthly Payment Date commencing on the Monthly Payment Date falling in December 2012 (included) and in accordance with the relevant Priority of Payments. Following the occurrence of an Amortisation Event, the Notes shall be subject to partial mandatory redemption on each Monthly Payment Date falling on or after such an Amortisation Event and, in addition to payments of interest, payments of principal will be made on each Monthly Payment Date in accordance with the relevant Priority of Payments. The Class A Noteholders will receive, in addition to payments of interest, payments of principal on each Monthly Payment Date (on a pro rata and 28

30 pari passu basis) until the earlier of the date upon which the Principal Amount Outstanding of each Class A Note is reduced to zero and the Final Legal Maturity Date. Provided that the Class A Notes have been redeemed in full, the Class B Noteholders will receive, in addition to payments of interest, payments of principal on each Monthly Payment Date until the earlier of the date on which the Principal Amount Outstanding of each Class B Note is reduced to zero and the Final Legal Maturity Date. By way of exception to the above, on a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder. The Reduced Payment Date shall only occur once. Accelerated Amortisation Period Following the occurrence of an Accelerated Amortisation Event or a Compartment Liquidation Event during the Revolving Period or the Amortisation Period, the Class A Noteholders will receive, in addition to payments of interest, payments of principal on each Accelerated Payment Date (on a pro rata and pari passu basis) until the earlier of the date on which the Principal Amount Outstanding of each Class A Note is reduced to zero and the Final Legal Maturity Date. Provided that the Class A Notes have been redeemed in full, the Class B Noteholders will receive, in addition to payments of interest, payments of principal on each Accelerated Payment Date falling on or after the date upon which the Class A Notes have been redeemed in full until the earlier of the date on which the Principal Amount Outstanding of each Class B Note is reduced to zero and the Final Legal Maturity Date. On each Accelerated Payment Date, payments of principal and interest due on the Class A Notes will rank prior to payments of principal and interest due in respect of the Class B Notes. Retention and disclosure requirements under the Capital Requirements Directive Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar, in its capacity as subscriber of the Residual Units, shall on a consolidated basis, retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Offering Memorandum such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended form time to time (the 2007 Order )), by the holding all the Class B Notes and all of the Residual Units issued by the FCT in relation with the Compartment. As condition precedent to the purchase of Additional Receivables on Subsequent Purchase Dates, the Management Company shall have received prior written confirmation from the Custodian, as holder of the registry of the holder of the Class B Notes and the Residual Units, that Banque PSA Finance holds all of the Class B Notes and Crédipar holds all of the Residual Units. In each Class A Notes Underwriting and Subscription Agreement and Class B Notes and Residual Units Subscription Agreement, Banque PSA Finance and Crédipar has: (a) adhered to the requirements set out in paragraph 6 of article 122a 29

31 of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); (b) (c) ) undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this Offering Memorandum and ensure that the Noteholders have readily available access to all materially relevant data as required under paragraph 7 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(g)) of the 2007 Order; undertaken to the Joint Lead Managers and the FCT that it shall at all times retain the ownership of the Class B Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the Joint Lead Managers and the FCT to procure that Banque PSA Finance complies with such undertaking. An overview of the retention of the material net economic interest by Banque PSA Finance and Crédipar in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Sub-Section CALCULATIONS AND DETERMINATIONS DUTIES OF THE MANAGEMENT COMPANY ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation and obligations in this respect. Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in this paragraph. Liquidation of the Compartment - Clean-up Offer Pursuant to the Master Purchase Agreement and upon the occurrence of a Compartment Liquidation Event, the Management Company shall be entitled to declare the dissolution of the Compartment. Upon the occurrence of a Compartment Liquidation Event, the Management Company will propose to the Seller to purchase all the Purchased Receivables comprised within the Assets Allocated to the Compartment in a single transaction. (See Section "LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES"). In particular, the Management Company may decide to declare the dissolution of the Compartment and carry out the liquidation procedure in the event that the aggregate of the outstanding balances (capital restant dû) of the undue (non échue) Performing Receivables held by the Compartment falls below 10 per cent. of the maximum aggregate outstanding balances (capital restant dû) of the undue (non échue) Performing Receivables recorded since the Closing Date and the Seller requests the liquidation of the Compartment under a clean-up offer. The repurchase price of the Purchased Receivables proposed by the Management Company to the Seller or to any other entity or entities of the PSA Group shall be based on the fair market value of receivables having similar characteristics to the Receivables comprised within the 30

32 Assets Allocated to the Compartment, having regard to the aggregate Outstanding Balances of those Purchased Receivables and the other amounts accrued and payable in connection with the said Receivables. In addition such repurchase price (taking into account for this purpose the Compartment Cash, excluding the amounts of the Commingling Reserve) must be sufficient to enable the FCT to pay in full all amounts outstanding in respect of the Notes after payment of all other amounts due by the FCT with respect to the Compartment and ranking senior to the Notes of each class in accordance with the applicable Priority of Payments. Following the exercise of any clean-up offer: (a) (b) (c) the Noteholders will be repaid all amounts owing to them on the immediately succeeding Payment Date subject to and in accordance with the applicable Priority of Payments; and upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer; and subject to the full payment of any amounts due by the FCT in respect of the Compartment to the Class A Noteholders and the Class B Noteholders in accordance with the applicable Priority of Payments, the General Reserve will be retransferred directly to the Seller up to the amount of the General Reserve Cash Deposit not otherwise reimbursed on a preceding Payment Date. Credit Enhancement Excess Margin Irrespective of the hedging and protection mechanisms set out under this section, the first protection for the holders of the Notes derives, from time to time, from the existence of an Excess Margin. Class A Notes Credit enhancement for the Class A Notes will be provided by (i) the Excess Margin, (ii) the subordination of payments of interests due in respect of the Class B Notes to the payments of interests due in respect of the Class A Notes and (iii) the subordination of payments of principal due in respect of the Class B Notes to the payments of principal due in respect of the Class A Notes, (iv) the General Reserve (see CREDIT STRUCTURE General Reserve ) and (v) the Residual Units. Class B Notes The credit enhancement for the Class B Notes will be provided by (i) the Excess Margin, (ii) the General Reserve and (iii) the Residual Units. Withholding Tax Payments of interest and principal in respect of the Class A Notes will be made subject to any applicable withholding or deduction for or on account of any tax and neither the FCT nor the Paying Agent will be obliged to pay any additional amounts as a consequence. 31

33 Governing Law The Notes and the Transaction Documents relating to the FCT will be governed by and interpreted in accordance with French Law. The parties to the Transactions Documents have agreed to submit any dispute that may arise in connection with the Transaction documents to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. Pursuant to the Compartment Regulations, the French courts having competence in commercial matters will have exclusive jurisdiction to settle any dispute that may arise between the Noteholders, the Management Company and/or the Custodian in connection with the establishment, the operation or the liquidation of the Compartment. 32

34 GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT Legal Framework AUTO ABS FCT is a French fonds commun de titrisation à compartiments jointly established by the Custodian and the Management Company on the establishment date of the first compartment, AUTO ABS FCT COMPARTIMENT The sole purpose of AUTO ABS FCT is the purchase, from time to time, of receivables from French or non-french entities within the PSA Group or, otherwise, from suppliers or business partners designated by the PSA Group. The FCT is established in accordance with the provisions of articles L , L to L , L to L , L and R to R of the Monetary and Financial Code. The FCT is governed by the provisions of articles L , L to L , L to L , L and R to R of the Monetary and Financial Code and by its General Regulations. General Regulations The Custodian and the Management Company have entered into, on the FCT Establishment Date, the General Regulations which include, among other things, the general operating rules of the FCT, the general rules concerning the creation, the operation and the liquidation of the FCT compartments and the respective duties, obligations, rights and responsibilities of the Management Company and of the Custodian. In accordance with the provisions of the General Regulations, each compartment of the FCT is governed by its own compartment regulations which include, among other things, the rules governing the creation, operation and liquidation of the relevant compartment, the characteristics of the receivables purchased by the FCT and allocated to the relevant compartment and the characteristics of the units and, as applicable, the notes issued in respect of the relevant compartment, the priorities in the allocation of the assets of the relevant compartment, the credit enhancement and hedging mechanisms set up in relation to the compartment and any specific third party undertakings with respect to the relevant compartment. The provisions of the General Regulations provide that the FCT may purchase or subscribe (as applicable), from any of: (a) (b) (c) Banque PSA Finance (acting from its head office or any foreign branch); any member of the PSA Group; or more generally such other French or foreign entity designated by any member of the PSA Group, any receivables, being, in accordance with, and subject to article L of the Monetary and Financial Code: (i) (ii) receivables of any kind whatsoever (subject to any applicable laws) as contemplated in article D of the Monetary and Financial Code, irrespective of whether it is or it is not evidenced by a bill of exchange, promissory note of such other transferable instrument; or debt securities (titres de créances) as contemplated by article D of the Monetary and Financial Code, originated against or owed by French or foreign debtors or issuers (subject to any applicable laws), and, may take exposure to certain risks by entering into transactions over forward financial instruments (instruments financiers à terme), provided that the Management Company has submitted in advance to the approval of the Autorité des Marchés Financiers the specific activity programme referred to in article L I of the Monetary and Financial Code and all other requirements of the Monetary and Financial Code have been complied with. 33

35 Compartment Principles Establishment and Operation of the Compartments Pursuant to the provisions of article L of the Monetary and Financial Code, the FCT may have two or more compartments jointly established by the Custodian and the Management Company. In accordance with the provisions of the Monetary and Financial Code, the FCT may issue units and, as applicable, notes backed by the assets allocated to each compartment by the Management Company. Segregation of Compartments Pursuant to the provisions of article L of the Monetary and Financial Code, by derogation from article 2093 of the Civil Code and except as expressly provided by the constitutive documents of a French fonds commun de titrisation, the assets of a given compartment only meet the debts, liabilities and obligations and only benefit from the receivables in respect of that compartment. Only those units and, as applicable, notes issued by the FCT in respect of a given compartment shall benefit from the credit enhancement and hedging mechanisms set up in relation to that compartment. Likewise, the assets allocated to each compartment, pursuant to the provisions of each compartment regulations and of the General Regulations, shall be segregated (autonomes, séparés et distincts) from the assets allocated to the other compartments so that the assets allocated to a specific compartment may be used exclusively to meet the debts, liabilities and obligations of that compartment. Consequently, payments received with respect to the assets allocated to a given compartment are exclusively allocated to the payment of principal, interest, fees and expenses due in relation to that compartment. Likewise, defaults on the receivables allocated to a given compartment will be borne by that compartment and not by other compartments. Liquidation of compartments The Management Company may decide to liquidate a compartment, without having any obligation to liquidate any other compartment or the FCT. Limitations and Waiver of Recourse Without prejudice to the obligations and rights of the FCT, the unitholders and, as applicable, the noteholders have no direct recourse, whatsoever, to the debtors of the receivables purchased by the FCT, and irrespective of the compartment to which the receivables have been exclusively allocated. In addition, the holders of the units and, as applicable, the notes issued at the time of the establishment of any compartment and during its operational life: (a) (b) (c) (d) expressly and irrevocably acknowledge that their rights over the assets of the FCT are limited to the assets allocated to the relevant compartment under the terms and conditions of the General Regulations and the provisions of the relevant compartment regulations; expressly and irrevocably acknowledge that they shall have no rights in any assets allocated to any other compartment of the FCT; expressly and irrevocably waive all their rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any means; and expressly and irrevocably waive all their rights of recourse against the FCT with respect to its contractual liability. Pursuant to the provisions of the General Regulations and the principles described in the General Memorandum, the Management Company has expressly and irrevocably undertaken, upon the conclusion of 34

36 any agreement, in the name and on behalf of the FCT and with any third party with respect to any compartment, to ensure that such third party: (i) (ii) expressly and irrevocably waives all its rights of recourse against the FCT in the terms set out in paragraph (d) above or, failing which, expressly and irrevocably acknowledges that its rights against the FCT are limited to the assets allocated to the relevant compartment in the terms set out in paragraphs (a), (b) and (c) above. The Compartment AUTO ABS FCT COMPARTIMENT The Compartment is jointly established by the Custodian and the Management Company pursuant to the Compartment Regulations entered into on or before the Closing Date. The purpose of the Compartment is (i) to purchase from the Seller Receivables arising from the Auto Loan Contracts entered into with Debtors and (ii) to issue Notes and Residual Units backed by such Receivables. Pursuant to the provisions of the Master Purchase Agreement, the Seller will represent that the Receivables offered for transfer to the FCT shall satisfy the Eligibility Criteria, including without limitation the fact that the Auto Loan Contract shall be subject to French law and that each Debtor shall be domiciled in the French metropolitan territory as of the signature date of the relevant Auto Loan Contract. The proceeds of the issue of the Notes and the Residual Units issued on the Closing Date will be used by the Management Company to purchase the Receivables which will be allocated exclusively to the Compartment by the Management Company on that date. The FCT will not issue any additional notes or units in relation to the Compartment after the Closing Date. However, the Management Company may acquire Additional Receivables from the Seller during the Revolving Period, in accordance to the provisions of the Master Purchase Agreement and subject to the satisfaction of the conditions precedent contained in this Offering Memorandum. Except in case of a Partial Early Amortisation, the Notes will start amortising after the end of the Revolving Period, on a monthly basis at a rate which will depend on the effective repayment of the Purchased Receivables that have been or will be exclusively allocated to the Compartment, in accordance with and subject to the applicable Priority of Payments. Information relating to the Management Company can be found in Section RELEVANT ENTITIES - The Management Company. Litigation The Compartment has not been and is not involved in any litigation or arbitration proceedings that may have any material adverse effect on the financial position of the Compartment. The Compartment is not aware that any such proceedings or arbitration proceedings are imminent or threatened, which could adversely affect the Compartment s business, results of operations or financial condition. 35

37 Financial statements The provisional Compartment s indebtedness when it is established (subject to, and taking into account the issue of the Notes and the Residual Units) will be as follows: Indebtedness (on the Closing Date, subject to, and taking into account, the issue of the Notes and the Residual Units) EUR Class A Notes 956,000,000 Class B Notes 94,000,000 Residual Units 300 Total Indebtedness 1,050,000,300 36

38 DESCRIPTION OF THE RELEVANT ENTITIES The Management Company France Titrisation 41, Avenue de l Opéra Paris France General The Management Company is France Titrisation, a société par actions simplifiée with a share capital of 240,160, whose registered office is located at 41, avenue de l Opéra, Paris, France, registered with the Trade and Companies Registry of Paris (France) under number , licensed and supervised by the French Financial Market Authority (Autorité des Marchés Financiers). The Management Company is regulated, inter alia, under the provisions by the provisions of the Commercial Code, the Monetary and Financial Code and articles to of the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers). The sole corporate purpose of France Titrisation, whose total managed assets amount to 31,000,000,000 as at 31 December 2010, is to manage French debt mutual funds (fonds communs de créances) and/or French securitisation vehicles (organismes de titrisation) in accordance with the provisions of articles L to L of the Monetary and Financial Code and the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers). As of the date of this Offering Memorandum, France Titrisation is a wholly-owned subsidiary of BNP Paribas Securities Services. The Noteholders may obtain a copy of the financial statements of the Management Company at the Trade and Companies Registry of Paris (France). Role of the Management Company The Management Company establishes the FCT jointly with the Custodian and each compartment in accordance with the conditions described in the General Regulations. All the compartments of the FCT will have the same Management Company during the lifetime of the FCT. The Management Company represents each compartment and, more generally, the FCT as against third parties, in particular in any legal action or proceedings whether as a plaintiff or as a defendant. The Management Company is responsible for the management of each compartment and of the FCT generally. Pursuant to the provisions of the Compartment Regulations and in accordance with the General Regulations, the Management Company is, with respect to the Compartment, specifically in charge of: (a) ensuring, on the basis of the information made available to it, that: (i) (ii) the Seller complies with the provisions of the Master Purchase Agreement; and the Servicer complies with the provisions of the Master Servicing Agreement and in particular with the Servicing Procedures; (b) (c) (d) allocating to the Compartment on any Purchase Date, the assets purchased by the FCT; allocating the expenses, costs or debts to be borne by the Compartment; verifying that the payments received by the FCT with respect to the Compartment are consistent with the sums due to it with respect to the Assets Allocated to the Compartment, and, if necessary, enforcing the rights of the Compartment under the Transaction Documents; 37

39 (e) (f) (g) (h) (i) (j) (k) providing all necessary information and instructions to the Custodian and/or the Compartment Account Bank in order for it to operate the Compartment Accounts in accordance with the Compartment Regulations; allocating any payment received by the FCT in respect of the Compartment in accordance with the Compartment Regulations; determining, on each Interest Rate Determination Date, the Rate of Interest used to determine the interest amounts due to the Noteholders on each relevant Payment Date; determining the principal due to the Noteholders on each relevant Payment Date; determining in respect of each Monthly Payment Date on the basis of the information provided in the Monthly Servicer Report, the Principal Deficiency Amount; jointly executing and renewing with the Custodian and the other parties involved, the Transaction Documents necessary for the establishment and the operation of the Compartment; appointing and, if applicable, replacing the statutory auditor of the FCT with the prior approval of the Autorité des Marchés Financiers, pursuant to article L of the Monetary and Financial Code; (l) preparing, under the supervision of the Custodian, the documents required, under article L , articles D to D and R to R of the Monetary and Financial Code and the other applicable laws and regulations, for the information of, if applicable, the Autorité des Marchés Financiers, the Banque de France, the Noteholders, the Residual Unitholders, the Rating Agencies and any relevant supervisory authority, securities market (such as Euronext Paris) and clearing systems (such as Euroclear France and Clearstream Banking). In particular, the Management Company shall prepare the various documents required to provide to the Noteholders and the Residual Unitholders on a regular basis the information which is required to be disclosed to them; (m) (n) taking the decision to liquidate the Compartment in accordance with applicable laws and regulations and, upon any liquidation of the Compartment, releasing any Compartment Liquidation Surplus to the Residual Unitholders as payment of principal and interest under the Residual Units; replacing, if necessary and when applicable, the Servicer, in accordance with applicable laws and regulations at the time of such replacement and in accordance with the provisions of the Master Servicing Agreement, provided that the Servicer may only be replaced if: (i) (ii) (iii) (iv) the substitute servicer assumes the rights and obligations of the original Servicer with respect to the servicing of the Purchased Receivables and irrevocably waives all its rights of recourse against the FCT with respect to the contractual liability of the latter; the Autorité des Marchés Financiers has received prior notice of such replacement; the Rating Agencies have received prior notice of such replacement and such replacement will not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes, or that the said replacement limits such downgrading or avoids such withdrawal; and the Custodian having previously and expressly approved such replacement and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason; (o) identifying any new servicer and negotiating a replacement servicing agreement with any new servicer upon the occurrence of a Servicer Termination Event in accordance with the provisions of the Master Servicing Agreement; 38

40 (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) (aa) (bb) (cc) (dd) upon the occurrence of a Servicer Termination Event, notifying the Data Protection Agent that it has to provide the Decryption Key to the relevant replacement servicer or any person designated by the Management Company; providing any relevant data and information in its possession to the substitute servicer; notifying (or instructing any authorised third party to notify) the Debtors in accordance with the provisions of the Master Servicing Agreement; replacing, if applicable, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent under the terms and conditions provided by applicable laws at the time of such replacement and by the Compartment Cash Management Agreement, the Compartment Bank Account Agreement or the Paying Agency Agreement, respectively, and according to the same procedures and subject to the same conditions set out in paragraph (n) above; replacing, if applicable, the Data Protection Agent under the terms and conditions provided by applicable laws at the time of such replacement and by the Data Protection Agreement; supervising the investment of the Compartment Cash made by the Compartment Cash Manager in the Authorised Investments pursuant to the Compartment Cash Management Agreement; giving such instructions as are necessary to the Custodian and the Compartment Account Bank to ensure that each of the Compartment Accounts is credited or, as the case may be, debited in the manner described below under the Section DESCRIPTION OF THE COMPARTMENT ACCOUNTS Compartment Bank Account Agreement The Compartment Accounts ; no later than two (2) Business Days before each Subsequent Purchase Date, communicating to the Seller the Available Purchase Amount, calculated on the basis of the information in its possession, on the calculation date of such amount, on the Receivables; proceeding with the purchase of Additional Receivables from the Seller in accordance with the provisions of the Master Purchase Agreement and subject to the satisfaction of the conditions precedent contained in this Offering Memorandum; notifying to each Interest Rate Swap Counterparty, the applicable Swap Notional Amount and to the Junior Swap Provider, the applicable Junior Swap Notional Amount on each Interest Rate Determination Date; preparing and providing to the Custodian the Investor Report on each Calculation Date and, after validation by the Custodian, making available and publishing on its internet website, the Investor Report on the Validation Date following such Calculation Date; preparing and providing to the Custodian the Annual Activity Report and the half-yearly report of activity and, after validation by the Custodian, making available and publishing on its internet website the Annual Activity Report and the half-yearly report of activity; providing on-line secured access to certain data for investors and the Banque de France, as the case may be, (through website facilities/intralink) in order to distribute any information provided by the Seller pursuant to article 122a of the CRD (as implemented in France in article of the 2007 Order); controlling any evidence brought by the Servicer in relation to sums standing to the credit of the Specially Dedicated Account but which would correspond to amounts not owed (directly or indirectly) to the FCT; verifying that the conditions precedent to the purchase of Additional Receivables are satisfied on or prior to the relevant Subsequent Purchase Date. 39

41 The Management Company may terminate all Transaction Documents if (i) the entire issue of the Notes has not been completed on the Closing Date or at any later date agreed between the parties to the agreement or (ii) the subscription price of the Class A Notes and/or the Class B Notes and/or the Residual Units has not been received from the corresponding subscribers and the total amount received is less than the sum of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase Date. Performance of the Obligations of the Management Company The Management Company will, under all circumstances, act in the interest of the Noteholders and of the Residual Unitholders. It irrevocably waives all its rights of recourse against the FCT with respect to the contractual liability of the FCT. In particular, the Management Company will have no recourse against the FCT or the Assets Allocated to the Compartment in respect of a default in the payment, for whatever reason, of the fees due to the Management Company. Delegation The Management Company may sub-contract or delegate all or part of its obligations with respect to the management of the Compartment or appoint any third party (other than an entity within the PSA Group) to perform all or part of its obligations, subject to: (a) (b) (c) (d) (e) the Management Company arranging for the sub-contractor, the delegate, the agent or the appointee to irrevocably waive all its rights of recourse against the FCT with respect to the contractual liability of the FCT; such sub-contracting, delegation, agency or appointment complying with the applicable laws and regulations; the Autorité des Marchés Financiers having received prior notice, if required by the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers); the Rating Agencies having received prior notice and such sub-contract, delegation, agency or appointment will not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such sub-contract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and the Custodian having previously and expressly approved such sub-contract, delegation, agency or appointment and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason, provided that notwithstanding such sub-contracting, delegation, agency or appointment, the Management Company shall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and the Custodian pursuant to the Compartment Regulations and the General Regulations. Substitution of the Management Company The cases and conditions of substitution of the Management Company are provided for in the General Regulations and summarised in the General Memorandum. 40

42 The Custodian Banque PSA Finance 75, Avenue de la Grande Armée Paris France General The Custodian is Banque PSA Finance, a société anonyme with a share capital of 177,408,000 whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d'investissement) (now the Autorité de Contrôle Prudentiel) in its capacity as co-founder of the Compartment and Custodian of the Assets Allocated to the Compartment and, more generally, as co-founder of the FCT and Custodian of the assets of the FCT, under the Compartment Regulations and the General Regulations. Banque PSA Finance, acting as Custodian, jointly establishes the FCT with the Management Company and each compartment. All the compartments will have the same custodian during the lifetime of the FCT. Banque PSA Finance is the custodian of the assets of the FCT allocated to each compartment. With respect to the Compartment, the Custodian will ensure the decision making of the Management Company is conducted properly including, without limitation, in relation to the management of the Purchased Receivables. In particular, it is responsible for supervising the Management Company with respect to the preparation by the Management Company of the financial statements of the Compartment and, more generally, of supervising the information published by the Management Company with respect to the other compartments and the FCT, save for the additional information published by the Management Company within the conditions set out in Section INFORMATION RELATING TO THE COMPARTMENT - Additional information. In case of a dispute arising between the Management Company and the Custodian, each of them will be able to inform the Autorité des Marchés Financiers and will be able, if applicable, to take all precautionary measures which it considers appropriate to protect the interests of the Noteholders and of the Residual Unitholders. Performance of the obligations of the Custodian The Custodian shall act, in all circumstances, in the interests of the holders of the Notes and of the Residual Units. The Custodian has irrevocably waived all its rights of recourse against the FCT with respect to the contractual liability of the FCT. The Custodian shall confirm the identity of the holder(s) of the Class B Notes and of the Residual Units in the Investor Report. In order to allow the Custodian to perform its supervisory duties, the Management Company has undertaken to provide the Custodian with: (a) (b) an Annual Activity Report concerning the Compartment, the contents of which shall be determined by the Custodian pursuant to the events which have occurred; any information provided by the Seller, the Servicer, the Specially Dedicated Account Bank, the Compartment Account Bank and the Compartment Cash Manager pursuant to the Master Purchase Agreement, the Master Servicing Agreement, the Specially Dedicated Account Bank Agreement, the Compartment Bank Account Agreement and the Compartment Cash Management Agreement, respectively; and 41

43 (c) all the calculations made by the Management Company on the basis of such information to make payments due with respect to the Compartment. In addition, and more generally, the Management Company has undertaken to provide the Custodian, on first demand and before any distribution to a third party, with any information or document related to the Compartment or to the FCT generally in order to allow the Custodian to perform its supervision duty as described above. Delegation The Custodian may sub-contract or delegate all or part of its obligations with respect to the Compartment or appoint any third party to perform all or part of its obligations, subject to: (a) (b) (c) (d) (e) the Custodian arranging for the sub-contractor, the delegate, the agent or the appointee irrevocably to waive all its rights of recourse against the FCT with respect to the contractual liability of the latter; such sub-contracting, delegation, agency or appointment complying with applicable laws and regulations; the Autorité des Marchés Financiers having received prior notice; the Rating Agencies having received prior notice and such sub-contract, delegation, agency or appointment will not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that the such sub-contract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and the Management Company having previously and expressly approved such sub-contract, delegation, agency or appointment and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason and if it is exclusively in the interests of the Noteholders and of the Residual Unitholders, provided that notwithstanding such sub-contracting, delegation, agency or appointment in the Custodian shall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and the Management Company pursuant to the Compartment Regulations and the General Regulations. Substitution of the Custodian The cases and conditions of substitution of the Custodian are provided for in the General Regulations and summarised in the General Memorandum. The Seller Compagnie Générale de Crédit aux Particuliers ("Crédipar") 12, Avenue André Malraux Levallois Perret France The Seller is Crédipar, a société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité des Marchés Financiers). The Seller is 99.99% owned by Banque PSA Finance. 42

44 In accordance with the Master Purchase Agreement, on the First Purchase Date, the Seller will sell the Initial Receivables to the FCT to be allocated to the Compartment. On each Subsequent Purchase Date, the Seller will be entitled to sell Additional Receivables which comply with the Eligibility Criteria. Pursuant to the Master Purchase Agreement, the Seller shall be entitled to substitute, in relation to its rights and obligations, any other entity, existing or newly created, intended to take over its activities by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including any change into another corporate form or branch, provided that the conditions precedent set out in the Master Purchase Agreement are satisfied and in particular but without limitation that such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. The Servicer Compagnie Générale de Crédit aux Particuliers ("Crédipar") 12, Avenue André Malraux Levallois Perret France The Servicer is Crédipar, a société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Servicer is 99.99% owned by Banque PSA Finance. In accordance with the provisions of article L of the Monetary and Financial Code, the Management Company and the Custodian have appointed the Seller as Servicer in relation of the Receivables under the Master Servicing Agreement. Pursuant to the Master Servicing Agreement, the Servicer will service and collect the Purchased Receivables in accordance with the Servicing Procedures. The Servicing Procedures include the administration, the recovery and the collection of the Purchased Receivables and, where relevant, the enforcement of the Ancillary Rights relating to such Purchased Receivables. The Servicer has undertaken to service the Purchased Receivables pursuant to the provisions of the Master Servicing Agreement and to the Servicing Procedures, such procedures being subject to, among other things, changes in the applicable laws, and certain directives or regulations issued by regulatory authorities with the prior consent of the Management Company. Pursuant to the Master Servicing Agreement, the Servicer shall be entitled to substitute, in relation to its rights and obligations, any other entity, existing or newly created, intended to take over its activities by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including any change into another corporate form or branch, provided that the conditions precedent set out in the Master Servicing Agreement are satisfied and in particular but without limitation that such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement, and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any third party or any substitute servicer to) (i) notify the Debtors of the assignment of the relevant Receivables to the FCT and (ii) 43

45 instruct the Debtors to pay any amount owed under the Receivables into any account specified by the Management Company in the notification. The Data Protection Agent BNP Paribas Securities Services 3, rue d Antin Paris France The Data Protection Agent is BNP Paribas Securities Services, a société en commandite par actions with a share capital of 165,279,835, whose registered office is located at 3, rue d Antin, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Seller will deliver to the Management Company an Encrypted Data File (consisting in an electronically readable data tape in a standard format as agreed between the Management Company and the Seller containing encrypted information such as, inter alia, the names and addresses of the Debtors in relation (i) to the Purchased Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent Purchase Date, respectively, and (ii) to all the outstanding Purchased Receivables (either Performing Receivables, Defaulted Receivables or Delinquent Receivables, but excluding such Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as at such date)). On each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, the Seller will continue to deliver an Encrypted Data File to the Management Company. The Management Company will keep the Encrypted Data File in safe custody and protect it against unauthorized access by any third parties but will not be able to access the data without the Decryption Key. The Data Protection Agent shall hold the Decryption Key allowing for the decoding of the encrypted information contained in the Encrypted Data File provided to the Management Company. The Specially Dedicated Account Bank Crédit Agricole S.A , boulevard Pasteur Paris France The Specially Dedicated Account Bank is Crédit Agricole S.A., a société anonyme with a share capital of 7,493,916,453, whose registered office is located at 91-93, boulevard Pasteur, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Specially Dedicated Account Bank is the bank in the books of which the Specially Dedicated Account is opened in accordance with articles L and D of the Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement. 44

46 If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Management Company will terminate the Specially Dedicated Account Bank Agreement and will appoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bank within 30 Business Days and close the Specially Dedicated Bank Account, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). Either the Specially Dedicated Account Bank or the Servicer (on giving 1-month prior notice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). The Compartment Account Bank Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer Paris La Défense France The Compartment Account Bank is Crédit Agricole Corporate and Investment Bank, a société anonyme with a share capital of 6,775,271,784, whose registered office is located at 9, quai du Président Paul Doumer, Paris La Défense (France), registered with the Trade and Companies Registry of Nanterre under number , licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Compartment Account Bank is the credit institution in the books of which the Management Company has opened the Compartment Accounts under the responsibility of the Custodian, pursuant to the provisions of the Compartment Bank Account Agreement. Pursuant to the Compartment Bank Account Agreement: (a) (b) the Management Company (i) may on 30-days prior written notice or (ii) shall within 15 Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings, terminate the appointment of the Compartment Account Bank; and the Compartment Account Bank may resign on giving 30-days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment account bank with the Account Bank Required Ratings has been appointed). The Compartment Cash Manager Banque PSA Finance 75, Avenue de la Grande Armée Paris France The Compartment Cash Manager is Banque PSA Finance, a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions 45

47 and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). By derogation to the provisions of the General Regulations, the Compartment Cash Manager is appointed by the Management Company to manage the amounts standing from time to time to the credit of the Compartment Accounts and the allocation of such amounts in accordance with the provisions of the Compartment Cash Management Agreement and the conditions set out in this Offering Memorandum (see Section COMPARTMENT CASH AND INVESTMENT RULES ). Pursuant to the Compartment Cash Management Agreement, either the Management Company or the Compartment Cash Manager (on giving 30-days prior written notice to the Management Company and the Custodian) may terminate the Compartment Cash Management Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager has been appointed). The Paying Agent CACEIS Corporate Trust 1-3, place Valhubert Paris France The Paying Agent is CACEIS Corporate Trust, a société anonyme with a share capital of 12,000,000, whose registered office is located at 1-3, place Valhubert, Paris (France), registered with the Trade and Companies Registry of Paris under number , licensed as an investment services provider (prestataire de services d investissement) with the status of an investment firm (entreprise d investissement) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Paying Agent has been appointed by the Management Company and the Custodian to make the payment, on the Payment Dates, of the amount of principal and interest due to the Class A Noteholders pursuant to the provisions of the Paying Agency Agreement. Pursuant to the Paying Agency Agreement: (a) (b) the Management Company may on 30-days prior written notice terminate the appointment of the Paying Agent and appoint a new paying agent; and the Paying Agent may resign on giving 30-days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been appointed). The Interest Rate Swap Counterparties BNP Paribas S.A. 16 boulevard des Italiens Paris France Société Générale 29, boulevard Haussmann Paris France The Interest Rate Swap Counterparties are the credit institutions with whom the Custodian and the Management Company have entered into the Interest Rate Swap Agreements. The terms and conditions of the Interest Rate Swap Agreements are described in Section CREDIT STRUCTURE - Description of the Interest Rate Swap Agreements. 46

48 The Junior Swap Provider Banque PSA Finance 75, avenue de la Grande Armée Paris France The Junior Swap Provider is the credit institution with whom the Custodian and the Management Company have entered into the Junior Swap Agreement. The terms and conditions of the Junior Swap Agreement are summarised in Section CREDIT STRUCTURE - Description of the Junior Swap Agreement. The Joint Lead Managers and Joint Bookrunners BNP Paribas, London branch 10 Harewood Avenue London NW1 6AA United Kingdom Société Générale 29, boulevard Haussmann Paris France The Joint Lead Managers have agreed to underwrite a portion of the Class A Notes (see Section SUBSCRIPTION AND SALE Underwriting and Subscription of the Class A Notes ) pursuant to the Class A Notes Underwriting and Subscription Agreement. The Initial Subscriber Societe Generale Bank Nederland N.V. Amstelplein 1, 1096-HA Amsterdam, The Netherlands The Initial Subscriber has agreed to subscribe for a portion of the Class A Notes (see Section SUBSCRIPTION AND SALE Underwriting and Subscription of the Class A Notes ) pursuant to the Class A Notes Underwriting and Subscription Agreement. The Statutory Auditor Deloitte & Associés 185, avenue Charles de Gaulle Neuilly-sur-Seine France In accordance with article L of the Monetary and Financial Code and following approval by the Autorité des Marchés Financiers, the statutory auditor of the Compartment is appointed by the board of directors, the manager or the executive board of the Management Company. It will inform the Autorité des Marchés Financiers and the Management Company of any irregularities and errors that it discovers in the course of its duties. It will verify the semi-annual and annual information given to the Noteholders and the Residual Unitholders by the Management Company. 47

49 The Rating Agencies Fitch Ratings Ltd 30 North Colonnade London E14 5GN United Kingdom Moody s France S.A.S bis, boulevard Haussmann Paris France The Rating Agencies are authorised to evaluate the units (parts) and/or debt instruments (titres de créances) issued by French securitisation mutual funds (fonds communs de titrisation), the receivables that they propose to acquire and the contracts which constitute forward financial instruments that they intend to enter into and the risks that they represent, pursuant to article L of the Monetary and Financial Code. The preliminary rating document relating to the Class A Notes prepared by Fitch Ratings is attached in Appendix V and the preliminary rating document relating to the Class A Notes prepared by Moody s is attached in Appendix VI. The Legal Advisers Freshfields Bruckhaus Deringer LLP 2, rue Paul Cézanne Paris France 48

50 RISK FACTORS - SPECIAL CONSIDERATIONS The following is a summary of certain aspects of the offering of the Class A Notes and the related transactions which prospective investors should consider (together with all of the information detailed in this Offering Memorandum) before deciding to invest in the Class A Notes. Prospective investors in the Class A Notes should ensure that they understand the nature of such Class A Notes issued by a French "fonds commun de titrisation à compartiments" and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers in order to make their own legal, tax, accounting, prudential, regulatory and financial evaluation of the merits and risks of investing in such Class A Notes and that they consider the suitability of such Class A Notes as an investment in the light of their own circumstances and financial condition. The risks described below are some of the risks inherent in the transaction for the Class A Noteholders, but the inability of the FCT to pay interest, principal or other amounts on or in connection with the Class A Notes may occur for other reasons and the following statements regarding the risk of investing in or holding the Class A Notes are not exhaustive. Risks relating to the assets and the Transaction Documents Limited Recourse to the Assets Allocated to the Compartment The cash flows arising from the Assets Allocated to the Compartment constitute the sole financial resources of the Compartment for the payment of principal and interest amounts due in respect of the Class A Notes. The Class A Notes represent an obligation of the Compartment solely. Pursuant to the Compartment Regulations, the right of recourse of the relevant Noteholders with respect to their right to receive payment of principal and interest together with any arrears is limited to the Assets Allocated to the Compartment in proportion to their respective investment in the Class A Notes which they hold, and is subject to the applicable Priorities of Payments. Historical and Other Information The historical information and the other information set out in Sections UNDERWRITING AND MANAGEMENT PROCEDURES, HISTORICAL PERFORMANCE DATA and STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES represent the historical experience and present procedures of the Seller. None of the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Joint Arrangers, the Joint Lead Managers, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties nor the Junior Swap Provider has undertaken or will undertake any investigation, review or searches to verify the historical information. In addition, the future performance of the Purchased Receivables might differ from these historical information and such differences might be significant. Geographical Concentration There can be no assurance as to the future geographical distribution of the Debtors of the Purchased Receivables and its effect, in particular, on the rate of amortisation of the Purchased Receivables and the acquisition by the FCT of Additional Receivables to be allocated to the Compartment. Consequently, any deterioration in the economic conditions of France, in which many Debtors are located, could have an adverse effect on the ability of the Debtors to repay the Purchased Receivables and could trigger losses in respect of the Class A Notes or reduce their yield to maturity. In addition, although the Debtors under the Auto Loan Contracts are located throughout France, these Debtors may be concentrated in certain locations, such as densely populated or industrial areas. Any deterioration in the economic condition of the areas in which the Debtors are located, or any deterioration in 49

51 the economic conditions of other areas, may have an adverse effect on the ability of the Debtors to make payments under the Auto Loan Contracts, which could in turn increase the risk of losses on the Auto Loan Contracts. A concentration of Debtors in such areas may therefore result in a greater risk that the Noteholders will ultimately not receive the full principal amount of the Class A Notes and interest thereon as a result of such uncovered losses incurred in respect of the Auto Loan Contracts than if such concentration had not been present. Forecasts and Estimates Estimates of the weighted average life of the Class A Notes included in this Offering Memorandum, together with any other projections, forecasts and estimates are supplied for information only and are forward-looking statements. Such projections, forecasts and estimates are speculative in nature and it can be expected that some or all of the assumptions underlying them may differ or may prove substantially different from the actual realised figures. Consequently, the actual results might differ from the projections and such differences might be significant. Reliance on Servicing Procedures The Servicer will carry out the administration and enforcement of the Receivables. Accordingly, the Noteholders are relying on the business judgement and practices of the Servicer when enforcing claims against the Debtors. The Servicer may sub-contract to third parties certain of its tasks and obligations under, the Master Servicing Agreement, which may give rise to additional risks (although the Servicer shall remain liable for its obligations under the Master Servicing Agreement, notwithstanding such sub-contracting). Debtors Ability to Pay Exposure to losses The Debtors are individuals owing or who will owe moneys under the Purchased Receivables. If the FCT does not receive the full amount due from the Debtors in respect of the Purchased Receivables, the Noteholders may receive by way of principal repayment an amount less than the face value of their Notes and the FCT may be unable to pay, in whole or in part, interest due on the Notes. The FCT may therefore be exposed to the occurrence of credit risk in relation to the Debtors. The FCT does not guarantee or warrant the full and timely payment by the Debtors of any sums payable under the Purchased Receivables. The ability of a Debtor to make timely payment of amounts due under any Purchased Receivable will mainly depend on its assets and its liabilities as well as its ability to generate sufficient income to make the required payments. Its ability to generate income may be adversely affected by a large number of factors, some of which (i) relate specifically to the Debtor itself (including but not limited to age, health, creditworthiness or employment) or (ii) are more general in nature (such as, without limitation, changes in governmental regulations or fiscal policy). As a matter of illustration, a loss arises in respect of a given Receivable if the relevant Debtor does not make the payments scheduled under the corresponding Auto Loan Contract. Credit enhancement mechanisms have been provided for as set out in Section CREDIT STRUCTURE Credit Enhancement. However, there is no guarantee that such credit enhancement mechanisms will be sufficient and that the Noteholders will ultimately and timely receive the full principal amount and interest amount of the Notes and interest thereon if uncovered losses are incurred in respect of the Receivables. 50

52 Defences The assignment of the Purchased Receivables will only be disclosed to the Debtors upon the occurrence of certain events set out in the Master Purchase Agreement and the Master Servicing Agreement and in relation to the substitution of the Servicer and the appointment of a substitute servicer. Until the Debtors have been notified of the assignment of the Purchased Receivables, they may validly discharge their payment obligations by making payments to the Seller. Each Debtor may further raise defences (which may include, as applicable, any set-off right) against the FCT arising from such Debtor s relationship with the Seller to the extent that such defences are existing prior to the notification of the assignment of the relevant Purchased Receivable or arise out of mutual claims (compensation de créances connexes) between the Debtor and the Seller which are closely connected with the Purchased Receivable. In this respect, it should be noted in particular, but without limitation, that the Seller has opened a liquidity facility to certain Debtors. As a consequence, the relevant Debtors may have a claim against the Seller up to the amount of advances requested under that liquidity facility. Since May 2005, these liquidity facilities may be granted by Crédipar pursuant to documents which are separate from the Auto Loans Contracts entered into with each of the corresponding Debtors and which do not contain clauses linking expressly these documents to the Auto Loans Contracts. Market value of the Purchased Receivables There is no assurance that the market value of the Purchased Receivables (including the related Ancillary Rights) will at any time be equal to or greater than the Principal Amount Outstanding of the Class A Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of a Compartment Liquidation Event and a sale of the assets allocated to the Compartment by the Management Company, the Management Company and the Custodian and any relevant parties to the Transaction Documents will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other amounts owing to such parties prior to any distributions to the Noteholders subject to the application of the relevant Priority of Payments. Used Car risk Certain Auto Loan Contracts giving rise to Purchased Receivables relate to Used Cars. Historically, the risk of non-payment of auto loans in relation to used cars is greater than in relation to and auto loan for the purchase of a new car. In order to limit the exposure of the Compartment (and hence the Noteholders) to the greater credit risk associated with Auto Loan Contracts in relation to Used Cars, the Master Purchase Agreement provides that, as a condition precedent to the acquisition of any Additional Receivables by the FCT in relation with the Compartment, the aggregate of the Effective Outstanding Balances of the Receivables allocated to the Compartment that are financing the purchase of a Used Car (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) shall not exceed the Maximum Used Car Receivables Ratio as of such Subsequent Purchase Date. Balloon Payments Under the Seller s standard terms and conditions, an auto loan may be structured as (i) an amortising loan (a loan amortising on the basis of fixed monthly Instalments of equal amounts throughout the term of the Auto Loan Contract, up to and including maturity), (ii) a loan with variable instalments (prêt à paliers) (a loan amortising on the basis of variable monthly Instalments (with potentially different associated fixed rates), without a substantial portion of the outstanding principal under the loan being repaid in a single payment at maturity), or (iii) a balloon loan (a loan amortising on the basis of equal monthly Instalments, but with a substantial portion of the outstanding principal under the loan being repaid in a single payment at maturity) (such substantial portion of the outstanding principal being a Balloon Receivable ). By deferring the repayment of a substantial portion of the principal amount of an auto loan until its final maturity date, the risk of non-payment of the final Balloon Receivable may be greater than would be the case under an 51

53 amortising loan or a loan with variable instalments. In order to limit the exposure of the Compartment (and hence the Noteholders) to the greater credit risk associated with Balloon Receivables, the Master Purchase Agreement provides that, as a condition precedent to the acquisition of any Additional Receivables by the FCT in relation with the Compartment, the aggregate of the Effective Outstanding Balances of the Balloon Receivables allocated to the Compartment (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) shall not exceed the Maximum Balloon Receivables Ratio as of such Subsequent Purchase Date. Credit Risk of the Parties to the Transaction Documents The ability of the FCT to make any principal and interest payments in respect of the Class A Notes depends, to a large extent, upon the ability of the parties to the Transaction Documents to perform their contractual obligations. In particular and without limiting the generality of the foregoing, the timely payment of amounts due in respect of the Class A Notes depends (a) on the ability of the Servicer to service the Purchased Receivables allocated to the Compartment and to recover any amount relating to the Purchased Receivables, (b) on the ability of the Interest Rate Swap Counterparties to meet their payment obligations under the Interest Rate Swap Agreements, and (c) on the creditworthiness of the Compartment Account Bank. Servicer Substitution Risk If Crédipar were to cease to act as Servicer, the processing of payments in respect of the Purchased Receivables and information relating to their collection could be delayed as a result. Such delays may have a negative impact on the timely payment of amounts due to the Noteholders. In addition, pursuant to the provisions of article L of the Monetary and Financial Code, the Debtors will need to be informed of the change or transfer of all or part of the servicing of the Receivables to another entity. No back-up servicer has been appointed and there is no assurance that any substitute servicer could be found and would be willing and able to act for the FCT in relation with the Compartment as servicer. Furthermore, it should be noted that any substitute servicer is likely to charge fees on a basis different to that of the Servicer. The Noteholders have no right to give orders or direction to the Management Company in relation to the duties and/or appointment or removal of the Servicer. Such rights are vested solely in the Management Company. In case where the Servicer fails to provide the Management Company with its Monthly Servicer Report on a given Information Date and the Management Company is not in a position to make certain calculations necessary to give the instructions required to apply the Priority of Payments applicable on the immediately following Payment Date. In such case, the relevant Payment Date will be a Reduced Payment Date. On a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder. Notwithstanding any provision to the contrary in any Transaction Document, a Reduced Payment Date shall only occur once and the amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the above Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. In case the Servicer fails to provide the Management Company with its Monthly Servicer Report on the Information Date immediately following a Reduced Payment Date, this shall constitute an Accelerated Amortisation Event. No independent investigation - Representations and Warranties None of the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers or the Joint 52

54 Lead Managers have made or will make any investigations or searches or verify the characteristics of any Purchased Receivables, the Auto Loan Contracts, the Cars or the Debtors or the solvency of the Debtors, each of them relying only on the representations made, and on the warranties given, by the Seller regarding, among other things, the Receivables, the Auto Loan Contracts and the Debtors. The Management Company will carry out consistency tests on the information provided to it by the Seller and will verify the compliance of certain of the Receivables with the Eligibility Criteria. Such tests will be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the Seller of its obligations as set out in the Master Purchase Agreement, the protection of the interests of the Noteholders and the Residual Unitholders with respect to the Assets Allocated to the Compartment, and, more generally, in order to satisfy its legal and regulatory obligations as defined by the provisions of the Financial and Monetary Code. Nevertheless, the responsibility for the non-compliance of the Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers or the Joint Lead Managers shall under no circumstance be liable therefore) and the Management Company will therefore rely only on the representations made, and on the warranties given, by the Seller regarding the Receivables. A specific rescission and indemnification procedure has been provided for in the Master Purchase Agreement to indemnify the FCT in case of non-conformity of one or several Purchased Receivables with the Eligibility Criteria (if such non-conformity is not, or not capable of being, remedied). The representations and warranties made or given by the Seller in relation to the conformity of the Receivables to the Eligibility Criteria and this rescission and indemnification procedure is the sole remedy available to the FCT in respect of the non-conformity of any Receivable with the Eligibility Criteria. Consequently, a risk of loss exists if such representation or warranty is breached and no corresponding indemnification payment is made by the Seller. Under no circumstance may the Management Company request an additional indemnity from the Seller relating to a breach of any such representations or warranties. In addition, should a Receivable be such, at the time at which it arises, that it does not meet the Eligibility Criteria in a manner so substantial that the common agreement of the Seller and the FCT on the object of the assignment can be deemed as never having occurred, that Receivable may be regarded as never having been validly assigned by the Seller to the FCT and the FCT will only have an unsecured claim against the Seller (provided that a Purchase Price has already been paid in this respect). To the extent that any loss arises as a result of a matter which is not covered by the representations and warranties, the loss will remain with the FCT. In particular, the Seller gives no warranty as to the ongoing solvency of the Debtors of the Purchased Receivables. Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Receivables to the Eligibility Criteria shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L of the Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings. Certain Conflicts of Interest Conflicting interest between certain transaction parties Conflicts of interest may arise as a result of various factors involving in particular the FCT, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers and the Joint Bookrunners, the Seller, the Servicer, the Debtors, their respective affiliates and the other parties named herein. 53

55 For example (but without limitation), such potential conflicts may arise because of the following: 1. In France, the Servicer may hold and/or service claims against the Debtors other than the Purchased Receivables. The interests or obligations of the Servicer in its capacities with respect to such other claims may, in certain aspects, conflict with the interests of the Noteholders. In this respect, it should however be noted that: (a) (b) the repayment of the General Reserve Cash Deposit, to the extent of sufficient funds on the General Reserve Account, to Crédipar as Seller and the payment of the remaining excess cash of the FCT after payment of all other amounts owed by the FCT, to Crédipar as Residual Unitholder, can be considered as economic incentives for Crédipar to comply with its duties under the Transaction Documents; pursuant to the Master Servicing Agreement: (i) (ii) (iii) the Servicer has undertaken to the Management Company and the Custodian that it shall devote to the performance of its obligations at least the same amount of time and attention and overall diligence that it would normally exercise for the administration, recovery and collection of its own assets similar to the Purchased Receivables, with the due care that would be exercised by a prudent and informed manager and, more generally, with the standard of care that it applies for its own business; in the event the Compartment and the Seller are respectively the creditors of a same Debtor, and in the absence of any specific instructions from the Debtor in respect of a payment made by the said Debtor to the creditors, the Servicer has undertaken to allocate on a pro rata basis all the amounts paid by the Debtor pari passu between the Seller and the Compartment, in accordance with the respective amounts due to each of them; and in the event that Crédipar collects moneys from a Debtor at the same time (a) acting as Servicer, in respect of one or more than one Purchased Receivable and (b) acting as agent for a third party, in respect of other Receivables owed by that Debtor to that third party (such as any remuneration owed by that Debtor to any maintenance company under any maintenance contract, entered into by that Debtor, as the case may be, in relation to the corresponding Car), the Compartment and the Servicer have agreed that all amounts paid by that Debtor shall be allocated pari passu between the Seller (acting as agent of that third party) and the Compartment on a pro rata basis in accordance with the respective amounts referred to in (a) and (b) and save for any amount resulting, pursuant to the provisions of the Master Servicing Agreement, from the exercise of the Ancillary Rights, which will be exclusively allocated to the Compartment. 2. Crédipar is not prevented to transfer loan receivables arising under auto loan agreements originated by it to other securitisation vehicles or otherwise. If any such transfers occur during the Revolving Period of the Compartment, the overall quality of the portfolio of Receivables selected by Crédipar for the purpose of their transfer to the FCT in relation to the Compartment could not be the same than absent such other transfers. In this respect, it should be noted that the securitisation transaction put in place by Crédipar in 2007 and relating to French auto loan receivables (Auto ABS Compartiment ) is amortising. 3. Crédipar or one of its affiliate may purchase a portion of the Notes and in this case, may exercise voting rights in respect of the Notes held by it in a manner that may be prejudicial to other Noteholders. 4. Banque PSA Finance is acting in several capacities under the Transaction Documents. Even if its rights and obligations under the Transaction Documents are not conflicting and are independent from 54

56 one another contractually, in performing such obligations in these different capacities under the Transaction Documents, Banque PSA Finance may be in a situation of conflicts of interest. Banque PSA Finance may also purchase a portion of the Class A Notes and in this case, may exercise voting rights in respect of the Class A Notes held by it in a manner that may be prejudicial to other Noteholders. The fact that Banque PSA Finance will subscribe the Class B Notes on the Closing Date and will undertake not to transfer the Class B Notes may also lead Banque PSA Finance to vote in a manner that may be prejudicial to other Noteholders. 5. Banque PSA Finance and Crédipar belong to the PSA Group and are acting in several capacities under the Transaction Documents. In performing such obligations in these different capacities under the Transaction Documents, Banque PSA Finance and Crédipar may be in a situation of conflicts of interest between each other and act in a manner that may be prejudicial to other parties. 6. Société Générale is acting as Joint Lead Manager, Joint Bookrunner and Interest Rate Swap Counterparty and may (directly or through an entity within its group being an Initial Subscriber) purchase a portion of the Class A Notes and in this case, may exercise voting rights in respect of the Class A Notes held by it in a manner that may be prejudicial to other Noteholders. 7. BNP Paribas, through its head office or through its London branch, is acting as Joint Lead Manager, Joint Bookrunner and Interest Rate Swap Counterparty and may (directly or through an entity within its group) purchase a portion of the Class A Notes and in this case, may exercise voting rights in respect of the Notes held by it in a manner that may be prejudicial to other Noteholders. Conflicting interest amongst classes of Notes and with Residual Units In accordance with and subject to the Priority of Payments, (i) the Class A Notes are senior to the Class B Notes and the Residual Units and (ii) the Class B Notes are senior to the Residual Units. Notwithstanding the above, any proposed modification affecting more than one class of Notes and requiring a decision of the relevant Noteholders Meetings shall only take effect if each of such Noteholders Meeting has agreed to such proposed modification. Furthermore, in cases where the Management Company must act in the interest of all Noteholders, the agreement of the Residual Unitholders might also be required if such action affects the financial characteristics of the Residual Units. Authorised Investments Any available funds standing to the credit of the Compartment Accounts (prior to their allocation and distribution) shall be invested by the Compartment Cash Manager in Authorised Investments. Notwithstanding strict investment and eligibility criteria, the value of the Authorised Investments may fluctuate depending on the financial markets and the FCT may be exposed to a credit risk in relation to the issuers of such Authorised Investments. None of the Management Company, the Custodian, the Compartment Cash Manager or the Compartment Account Bank guarantees the market value of the Authorised Investments. The Management Company, the Custodian, the Compartment Cash Manager and the Compartment Account Bank shall not be liable if the market value of any of the Authorised Investments fluctuates and decreases. French Rules Regarding Data According to article L of the Monetary and Financial Code, a bank operating in France is required to comply with the so-called banking secrecy rules (secret bancaire), i.e., it is required to keep confidential all customer related facts and information which it receives in the course of its business relationship, and in particular in connection with the entry into a loan agreement with such customer (the "Loan Data"). Pursuant to the banking secrecy rules, the Seller may disclose Loan Data only in limited circumstances, in particular, if the customers have expressed their consent to the disclosure of the Loan Data. 55

57 However, pursuant to article L of the Monetary and Financial Code, credit institutions are allowed to transfer information covered by the banking secrecy to third parties in a limited number of cases, among which for the purpose of a transfer of receivables, provided that such third party shall keep the relevant information confidential. Accordingly, the rules applicable to banking secrecy would not prevent Crédipar to transfer to the FCT and to the Management Company of the FCT the Loan Data on the Debtors for the purpose of the transaction described in this Offering Memorandum. The French Commission Nationale de l Informatique et des Libertés (the CNIL) is allowed to verify from time to time that the treatment of data effected by the Management Company under the Data Protection Agreement complies with the provisions of law No of 6 January 1978 (as amended) relating to the protection of personal data (Loi relative à l'informatique, aux fichiers et aux libertés) and the relating decree. Should the CNIL request modifications in such treatment, the parties may have to modify the Data Protection Agreement. Ability to obtain the Decryption Key Pursuant to the Data Protection Agreement, the Seller has agreed to deliver to the Management Company: (a) (b) on the Closing Date and on each Subsequent Purchase Date during the Revolving Period, an Encrypted Data File (consisting in an electronically readable data tape containing encrypted information such as, inter alia, the names and addresses of the Debtors in relation to the Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent Purchase Date, and (ii) to all the outstanding Purchased Receivables (either Performing Receivables, Defaulted Receivables or Delinquent Receivables, but excluding such Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as at such date)); on each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, an Encrypted Data File with updated data. For the purpose of accessing these data and notifying the Debtors (as the case may be), the Management Company (or any person appointed by it) will need the Decryption Key, which will not be in its possession but under the control of BNP Paribas Securities Services, in its capacity as Data Protection Agent (to the extent it has not been replaced). Accordingly, there cannot be any assurance, in particular, as to: (a) (b) the possibility to obtain in practice such Decryption Key and to read the relevant data; and the ability in practice of the Management Company (or any person appointed by it) to obtain such data in time for it to validly implement the procedure of notification of the Debtors (as the case may be) before the corresponding Receivables become due and payable (and to give the appropriate payment instructions to the Debtors). Risks relating to the French Law aspects Consumer Credit Legislation Most of the Debtors benefit from the protection of the legal and regulatory provisions of the Consumers Code. In accordance with such provisions, the Debtors are entitled, under certain circumstances and subject to certain conditions being satisfied, to request and obtain from competent courts moratoriums, debt reductions (together with a reduction in the related interests) and, if applicable (in accordance with the provisions of Title III of Book III of the Consumers Code, as amended lastly by the law no of 1 July 2010 portant réforme du crédit à la consommation) the outright cancellation of their entire debts owed to 56

58 credit institutions. Upon the application of such measures in favour of certain Debtors, the Noteholders would suffer from a risk of principal loss and/or a reduction in the yield thereunder. In addition, certain formalities need to be complied with when a consumer loan is entered into in France, failing which the lender cannot claim for the payment of interest by the debtor. Under the Master Purchase Agreement, in order to be eligible, an Auto Loan Contract shall comply with the Eligibility Criteria including the provisions of, inter alia, the Consumer Credit Legislation. In the event that an Auto Loan Contract did not comply with the Contract Eligibility Criteria at the relevant Purchase Date, the Master Purchase Agreement provides that the Management Company may decide to rescind the transfer of the Receivables relating to such Auto Loan Contract and require the Seller to pay the Non-Conformity Rescission Amount and/or to substitute such Receivable with a Receivable satisfying the Eligibility Criteria, provided that the Seller does not (or cannot) remedy any such non-compliance. Servicing Agreement An administrator (administrateur judiciaire) or, as applicable, the liquidator (liquidateur judiciaire) will have the ability, pursuant to article L of the Commercial Code, to require that the Master Servicing Agreement be continued; however, to the extent that, after the commencement of French Insolvency Proceedings against the Seller, the Seller does not perform its obligations as Servicer under the Master Servicing Agreement, then the Management Company will be entitled to terminate such mandate pursuant to the provisions of the Master Servicing Agreement. In such case, the Management Company shall be entitled to instruct the Debtor to pay any amount owed under the Receivables into any account specified by the Management Company in the notification. Commingling There is a risk that Available Collections be commingled with other assets of the Servicer upon its insolvency. This risk is addressed by the fact that the Debtors will in such case be instructed by the Management Company (or any third party or substitute servicer) to pay any amount owed under the Purchased Receivables into any account specified by the Management Company in the notification. However, the commingling risk will arise as long as the proceeds arising out of or in connection with the Purchased Receivables will keep on being paid by the Debtors to the Servicer. This risk is mitigated as follows. In accordance with articles L and R of the Monetary and Financial Code, the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank will enter into the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) on or before the Closing Date pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté). Subject to and in accordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all Available Collections received in respect of the Purchased Receivables, provided that the Servicer has undertaken vis-à-vis the FCT: (i) that all Instalment paid by Debtors by direct debit shall be directly credited into the Specially Dedicated Bank Account without transiting via any other account of the Servicer provided that such direct debit amount will also include Excluded Amounts paid by the relevant Debtor, as applicable; and (ii) to promptly transfer to the Specially Dedicated Bank Account and in any case within five (5) Business Days after receipt any amount of Available Collections standing to the credit of any other of its bank accounts as of the close of business, provided that such amount shall not include any Excluded Amounts paid by the relevant Debtor, as applicable, and subject to the adjustments set out in Section DESCRIPTION OF THE MASTER SERVICING AGREEMENT. Under the Specially Dedicated Account Bank Agreement and the Master Servicing Agreement, the Servicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business 57

59 Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account. The efficiency of the Specially Dedicated Bank Account mechanism will however be dependent upon the fact that the Specially Dedicated Account Bank agrees to comply with its undertakings to follow solely the instructions of the Management Company and cease to comply with the instructions of the Servicer following receipt of a notification to that effect. In any case, the part of the Available Collections not credited directly to the Specially Dedicated Bank Account but transiting via other accounts of the Servicer will not be protected against the commingling risk by the Specially Dedicated Bank Account mechanism, as it is highly likely that an administrator (administrateur judiciaire) or, as applicable, liquidator (liquidateur judiciaire) of the Servicer will stop transferring any such amounts to the Specially Dedicated Bank Account. To further mitigate the commingling risk, a Commingling Reserve has been established in order to mitigate this risk to the extent of the outstanding amount of the Commingling Reserve. It should be noted that no Excluded Amount eventually owed by the Debtor under the Auto Loan Contract are being assigned to the FCT and accordingly the FCT will have no right whatsoever on amounts collected in respect of any such Excluded Amount, notwithstanding the fact that any such amounts are being credited to the Specially Dedicated Bank Account. It is an Eligibility Criteria for the purchase of a Receivable that the payment of the Receivable is made by the automatic debit of a bank account (or of a postal bank account) authorised by the relevant Debtor(s) at the signature date of the Auto Loan Contract. The Auto Loan Contracts generally provide that amounts due by the Debtor are payable by automatic debit from the bank account of the Debtor ("prélèvement sur compte bancaire") and no other option is expressly left to the Debtor. In this respect, it should be noted that several court decisions as well as recommendations from the Commission des Clauses Abusives (CCA) (including recommendation no ) precisely consider that, in contracts concluded between a professional and a consumer, clauses which impose to the client a unique mean of payment (like automatic debits) are abusive since they leave no choice to the consumer to make payments via other licit means payments and hence create a material imbalance (déséquilibre significatif) between the obligations of the customer and the obligations of the professional. The consequence of a clause being considered as abusive is that it is deemed non-written (réputée non écrite). Concretely, and even if the recommendations of the CCA are not binding to professionals, a Debtor could validly pay any amount due under the Auto Loan Contract by cheque, or as the case may be, in cash, or by any other licit mean of payment. In such case, (i) there is a risk that the amounts of Collections paid by cheque or otherwise be commingled with other assets of the Servicer upon its insolvency (the commingling risk is covered by the existence of the Commingling Reserve see SECTION RISK FACTORS SPECIAL CONSIDERATIONS Risk related to the French law aspects - Commingling) and (ii) the treatment of such payments by the Servicer could be delayed and delay the credit of Collections to the Compartment Accounts; this could ultimately delay payments to the Noteholders. French law cash deposits Impact of the hardening period The General Reserve and the Commingling Reserve are governed by articles L et seq. of the Monetary and Financial Code being the applicable rules of French law implementing directive 2002/47/EC of the European Parliament and of the Council of 6 June 2002 on financial collateral arrangements (the Directive ). Article L of the Monetary and Financial Code states that the provisions of book VI of the Commercial Code (pertaining to insolvency proceedings as a matter of French law) shall not impede ( ne font pas obstacle ) the application of article L of the Monetary and Financial Code. This provision should lead to the conclusion that the rules pertaining to the nullity of acts concluded during the hardening 58

60 period (période suspecte) (as provided for in articles L and L of the Commercial Code) will not apply in respect of guarantees governed by said article L The hardening period (période suspecte) is a period of time the duration of which is determined by the bankruptcy judge upon the judgement recognising that the cessation of payments (cessation des paiements) of the insolvent company has occurred. The hardening period commences on a date which can be set at up to eighteen (18) months prior to the date of such judgement. Given the provisions of the Directive it is reasonable to consider that article L of the Monetary and Financial Code will exclude application of articles L of Commercial Code, which provides for an automatic nullity of security interest granted during the hardening period to secure past obligations of a debtor and, therefore, that the General Reserve and the Commingling Reserve would not be void on the basis of said article L of Commercial Code. However, it cannot be excluded that article L of the Monetary and Financial Code does not intend to overrule article L of the Commercial Code, which provides for a potential nullity of acts which are onerous (actes à titre onéreux) if the counterparty of the debtor was aware, at the time of conclusion of such acts, that the debtor was unable to pay its debts due with its available funds (en état de cessation des paiements). Should article L of the Commercial Code be deemed applicable, nullity of the General Reserve and the Commingling Reserve could be sought, if the FCT was aware, at the time where the General Reserve and the Commingling Reserve were constituted (or the subject of an increase), that Crédipar was unable to pay its debt due with its available funds (en état de cessation des paiements). In this respect, Crédipar will (i) provide a solvency certificate signed by a person holding a mandat social on the First Purchase Date and thereafter, on each Subsequent Purchase Date and (ii) represent and warrant on each Purchase Date that it is not it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any proceedings set out in Book VI of the Commercial Code or any similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due with its available funds (en état de cessation des paiements). Disproportionate Guarantee Pursuant to article L of the Commercial Code, a creditor may be held liable towards a bankrupt debtor if the credit granted by it to such debtor entailed a damage and the security interest securing such credit is disproportionate (disproportionné) compared to that credit. In such case, such security interest can be declared null and void or reduced by a judge. Retention of title clause and automobile pledge The payments owed by the Debtors pursuant to certain Receivables may be guaranteed, as the case may be, by: (i) a reserve of title clause (clause de réserve de propriété) (i) which transfers the property right in the financed Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) to which the Seller is subrogated, pursuant to article 1250 of the Civil Code, by the relevant PSA car dealer at the time of the execution of the corresponding Auto Loan Contract; or (ii) an automobile pledge (gage automobile) taken in compliance with Decree no dated 30 September In this respect, it should be noted in particular that: (a) under French law, a retention of title clause is not enforceable against the bona fide third parties (in particular, but without limitation, against the beneficiary of a subsequent pledge over the relevant asset, or any subsequent purchaser thereof); 59

61 (b) (c) under decree no dated 30 September 1953, only the seller of a car or the person financing the purchase of that car can benefit from an automobile pledge (gage automobile) over that car; ordinance n dated 23 March 2006 introduced in the Civil Code (articles 2351 to 2353) new provisions governing automobile pledge (gage automobile), which do not impose any restriction as to what types of creditors could benefit from an automobile pledge (gage automobile). These new provisions entered into effect on 1 July In addition, new article 2335 of the Civil Code, introduced by the said ordinance, provides that the pledgor should be the owner of the pledged asset. One of the possible interpretation of that article could be that an automobile pledge (gage automobile) subject to the new regime could not be validly taken over a car being the subject of a retention of title clause, provided however that these new provisions are now in force but are subject to completion by more detailed provisions and that it is not possible to determine yet the views that a French court would take on this matter. Change of Law The structure of the securitisation transaction referred to in this Offering Memorandum is based on French law and French tax, regulatory and administrative practices in effect as at the date of this Offering Memorandum and with regard to the expected tax treatment of all relevant entities under such laws and practices. No assurance can be given as to the impact of any possible change to French law (including the implementation of the new automobile pledge (gage automobile) regime) and tax, regulatory or administrative practices which may occur after the date of this Offering Memorandum, nor can any assurance be given as to whether any such change could adversely affect the ability of the FCT to make payments under the Notes. Risks relating to the Notes General The purchase of the Class A Notes is only suitable for investors (i) that possess adequate knowledge and experience in structured finance investments and have the necessary background and resources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of loss of their investment (up to a total loss of the investment) without having to prematurely liquidate the investment; and (iii) that are able to assess the tax aspects and implications of such investment independently. Furthermore, each potential investor should base its investment decision on its own and independent investigation and on the advice of its professional advisors (with whom the investor may deem it necessary to consult), be able to assess if an investment in the Class A Notes (i) is in compliance with its financial requirements, its targets and situation (or if it is acquiring the Class A Notes in a fiduciary capacity, those of the beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions on investments (regardless of whether it acquires the Class A Notes for itself or as a trustee); and (iii) is an appropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks of such investment. Neither the FCT, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint Lead Managers, the Joint Arrangers, the Paying Agent, the Data Protection Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor any of their respective affiliates nor any other party has or assumes any responsibility for the adequacy or lawfulness of the acquisition of the Class A Notes by a prospective investor, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it. 60

62 Credit Enhancement Provides Only Limited Protection Against Losses The credit enhancement mechanisms established in respect of the Compartment through the issue of the Class B Notes and the constitution of the General Reserve provide only limited protection to the holders of the Class A Notes. Likewise, the General Reserve offers only limited protection to the holders of the Class B Notes. Although the credit enhancement is intended to reduce the effect of delinquent payments or losses on the Receivables, the amount of such credit enhancement is limited and, upon its reduction, the holders of the Class B Notes and, thereafter, the holders of Class A Notes, may suffer from losses with the result that the Class A Noteholders or the Class B Noteholders may not receive all amounts of interest and principal due to them. A Noteholder may suffer from late payments or losses. As a consequence, the credit enhancement mechanisms might not be sufficient in the event of late payments or losses attributable to the Purchased Receivables. Greater Risk for the Class B Notes The Class B Notes bear greater credit risk than the Class A Notes. This is because payments of principal in respect of the Class B Notes are subordinated to payments of principal in respect of the Class A Notes. In addition, payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes (see Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS ). During the Accelerated Amortisation Period, the Class B Noteholders will receive payments only to the extent that the Class A Notes have been redeemed in full. Other Account only for Specific Purposes In addition to the General Reserve Account, the Commingling Reserve Account is intended to protect the FCT, to the extent of the amount standing to the credit thereof, against the commingling risk only (see Section RISKS FACTORS Selected French law aspects Selected French insolvency law aspects Commingling ). If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT, the Management Company will open a separate account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities is provided, the Management Company will be required to open a custody account in which such securities provided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and, together with the Collateral Cash Account, the Collateral Accounts ). No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap Counterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upon termination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest Rate Swap Counterparty to the FCT, in which case, the collateral held on the Collateral Accounts may (i) form a part of the Available Interest Amount of the FCT and be applied in accordance with the applicable Priority of Payments and/or (ii) be used outside the application of any Priority of Payments to pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter into a new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of the foregoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. Interest Rate Risk in respect of the Class A Notes - Risk of Interest Rate Swap Counterparties Insolvency The Purchased Receivables arising from the Auto Loan Contracts incorporate one or several fixed rates of interest whilst the Notes bear a floating rate of interest based on the EURIBOR Reference Rate. Consequently, the FCT is exposed to an interest rate risk which will be hedged by way of two Interest Rate 61

63 Swap Agreements, each such Interest Rate Swap Agreement to be entered into between the FCT and an Interest Rate Swap Counterparty. The FCT will use payments made by the Interest Rate Swap Counterparties to assist it in making interest payments on the Class A Notes on each Payment Date. The floating rate payments the FCT receives under the Interest Rate Swap Agreements are calculated with respect to the Swap Notional Amount which is equal (a) for any day on or before the first Payment Date: 956,000,000; and (b) for any day thereafter, the minimum of (x) the aggregate of the Effective Outstanding Balance of the Performing Receivables on the Determination Date immediately preceding the Payment Date on or immediately preceding such day and (y) the aggregate of the Principal Amount Outstanding of the Class A Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. During periods in which floating rate payments payable by the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements are greater than the fixed rate payments payable by the FCT under the Interest Rate Swap Agreements, the FCT will be more dependent on receiving net payments from the Interest Rate Swap Counterparties in order to make interest payments on the Notes. If in such a period any Interest Rate Swap Counterparty fails to pay any amounts when due under the relevant Interest Rate Swap Agreement, the Available Distribution Amount may be insufficient to make the required payments on the Notes and the holders of Notes may experience delays and/or reductions in the interest and principal payments on the Class A Notes. During periods in which floating rate payments payable by the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements are less than the fixed rate payments payable by the FCT under such Interest Rate Swap Agreements, the FCT will be obliged under the Interest Rate Swap Agreements to make a net payment to the relevant Interest Rate Swap Counterparty. The Interest Rate Swap Counterparty's claims for payment (including certain termination payments required to be made by the FCT upon a termination of the relevant Interest Rate Swap Agreement) under the relevant Interest Rate Swap Agreement will rank higher in priority than all payments on the Class A Notes. If a net payment under an Interest Rate Swap Agreement is due to the relevant Interest Rate Swap Counterparty on a Payment Date, the then Available Distribution Amount may be insufficient to make such net payment to the Interest Rate Swap Counterparty and, in turn, interest and principal payments to the holders of Class A Notes, so that the Class A Noteholders may experience delays and/or reductions in the interest and principal payments on the Class A Notes. Each Interest Rate Swap Counterparty may terminate the Interest Rate Swap Agreement to which it is a party upon the occurrence of an Event of Default or a Change in Circumstances (as such terms are defined in the relevant Interest Rate Swap Agreement) including without limitation a failure by the FCT to make any payment or delivery pursuant to the relevant Interest Rate Swap Agreement which failure has not been remedied within three (3) Business Days. Each Interest Rate Swap Counterparty may also terminate the Interest Rate Swap Agreement if among other things, (i) any provision of the Transaction Documents affecting the amount, timing or priority of payments is amended without the written consent of the Interest Rate Swap Counterparty, or (ii) any provision of the Transaction Documents is amended without the consent of the Interest Rate Swap Counterparty only to the extent where such amendment would have a material adverse effect on the relevant Interest Rate Swap Counterparty or (iii) the declaration or the occurrence of the liquidation or dissolution of the Compartment. The FCT may terminate an Interest Rate Swap Agreement if, among other things, (i) the Interest Rate Swap Counterparty becomes insolvent, (ii) the Interest Rate Swap Counterpart fails to make any payment or delivery pursuant to such Interest Rate Swap Agreement when due and such failure is not remedied within two (2) Business Days, or if (iii) performance of such Interest Rate Swap Agreement becomes illegal. See Section "CREDIT STRUCTURE - Interest Rate Swap Agreement - Termination and early termination". The FCT is exposed to the risk that any Interest Rate Swap Counterparty may become insolvent. In the event that an Interest Rate Swap Counterparty suffers a rating downgrade, the FCT may terminate the related Interest Rate Swap Agreement if the Interest Rate Swap Counterparty fails, within a set period of time, to take certain actions intended to mitigate the effects of such downgrade. Such actions may include the Interest Rate Swap Counterparty collateralising its obligations under the Interest Rate Swap Agreement, 62

64 transferring its obligations to a replacement interest rate swap provider having the Swap Counterparty Required Ratings or procuring that an entity with the Swap Counterparty Required Ratings becomes a coobligor with or guarantor of the Interest Rate Swap Counterparty. However in the event the Interest Rate Swap Counterparty is downgraded there can be no assurance that a co-obligor, guarantor or replacement Interest Rate Swap Counterparty will be found or that the amount of collateral provided will be sufficient to meet the Interest Rate Swap Counterparty's obligations. See Section "CREDIT STRUCTURE - Interest Rate Swap Agreements - Ratings downgrade of Interest Rate Swap Counterparty". In the event that any Interest Rate Swap Agreement is terminated by either party, then, depending as applicable, either on the replacement value or on the total losses and costs incurred in connection with the termination of the swap (including but not limited to loss of bargain, cost of funding and losses and costs incurred as a result of termination, liquidating, obtaining or re-establishing any hedge or related trading position), a termination payment may be due to the FCT or to the Interest Rate Swap Counterparty. Any such termination payment could be substantial. In the event that an Interest Rate Swap Agreement is terminated by either party or an Interest Rate Swap Counterparty becomes insolvent, the FCT may not be able to enter into a replacement interest rate swap agreement with a replacement interest rate swap provider immediately or at a later date. If a replacement interest rate swap provider cannot be contracted, the amount available to pay principal of and interest on the Class A Notes will be reduced if the floating rate applicable to the Class A Notes exceeds the fixed rate the FCT would have been required to pay the relevant Interest Rate Swap Counterparty under the terminated Interest Rate Swap Agreement. In these circumstances, the Available Distribution Amount may be insufficient to make the required payments on the Class A Notes and the holders of Class A Notes may experience delays and/or reductions in the interest and principal payments on the Class A Notes. If an Interest Rate Swap Agreement terminates prior to its scheduled termination date, a termination payment may be payable either to the FCT by the Interest Rate Swap counterparty or vice versa. If such termination payment is payable by the FCT and it cannot be funded directly by any premium or upfront payment paid to the FCT in connection with the entering into of a replacement interest rate swap agreement, such payment will be made subject to the applicable Priority of Payments. As a result thereof, the FCT could have insufficient funds to enable it to make payments under the Class A Notes. Each Interest Rate Swap Counterparty may, subject to the satisfaction of certain conditions, transfer its obligations under the Interest Rate Swap Agreement to which it is a party to a third party having, or, if applicable, whose credit support provider has, the Swap Counterparty Required Ratings. See Section "CREDIT STRUCTURE - Interest Rate Swap Agreements - Transfer by Interest Rate Swap Counterparty". Changing characteristics of the Purchased Receivables during the Revolving Period could result in faster or slower repayments or greater losses on the Notes During the Revolving Period, Available Collections that would, absent such a Revolving Period, have been used to repay the Principal Amount Outstanding of the Notes will be used to purchase further Receivables from the Seller (subject to the applicable Priority of Payments). For that reason and as some of the Purchased Receivables might also be subject to the rescission procedure and indemnification procedure, combined with a substitution, as provided for in the Master Purchase Agreement in case of non-conformity of such Purchased Receivables (if such non-conformity is not, or not capable of being, remedied), the composition of the pool of Purchased Receivables will change over time and, although the Seller will represent and warrant that any Receivables transferred to the FCT comply with the Eligibility Criteria and it is a condition precedent to each purchase of Additional Receivables that the Global Portfolio Limits remain complied with further to such purchase, the actual characteristics of the Purchased Receivables pool may (i) change after the Closing Date and (ii) upon the start of the Amortisation Period or Accelerated Amortisation Period (if applicable) or upon a Compartment Liquidation Event, be substantially different from the actual characteristics of the portfolio of Purchased Receivables as of the Closing Date. These differences could result in faster or slower repayments or greater losses on the 63

65 Notes than what would have been the case based on the portfolio of Purchased Receivables as of the Closing Date. Yields to Maturity and Weighted Average Life of the Class A Notes Although the origination of Receivables by the Seller has been fluctuating in limited proportions for several years (see Section DESCRIPTION OF THE SELLER AND BANQUE PSA FINANCE GROUP ), there is no assurance that in the future the origination of auto loans by the Seller will be sufficient for the purpose of transferring new Receivables to the FCT or that all or part of such new loans will meet the Eligibility Criteria. Consequently, the Revolving Period might end prior to its scheduled end date as set out in this Offering Memorandum or a Partial Early Amortisation Event may occur. The calculation of the weighted average life of the Class A Notes is subject, among others, to certain assumptions regarding the payment of the Receivables, the characteristics of the Additional Receivables purchased during the Revolving Period and the hypothetical rates of CPR and delinquency of the Receivables, which may materially differ from what will be actually observed. The prepayment of the Receivables is influenced by a variety of economic and social factors such as market interest rates, the economic situation of the Debtors and the general economic situation, for which reason it cannot be predicted. A high level of CPR, the occurrence of an Amortisation Event, an Accelerated Amortisation Event, the occurrence of a Compartment Liquidation Event (including, without limitation, if, at that time, the aggregate of the outstanding balances (capital restant dû) of the undue (non échues) Performing Receivables held by the Compartment falls below 10 per cent. of the maximum aggregate outstanding balances (capital restant dû) of the undue (non échues) Performing Receivables recorded since the Closing Date) may each influence the average lives and the respective yields to maturity of the Class A Notes (see Section WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES ). Early Liquidation of the Issuer The Compartment Regulations set out a number of circumstances in which the Management Company would be entitled or obliged to liquidate the Compartment. These circumstances may occur prior to the scheduled maturity date of the Class A Notes, in which case the Class A Notes may be prepaid. There is no assurance that the market value of the Purchased Receivables will at any time be equal to or greater than the aggregate outstanding amount of the Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of an Compartment Liquidation Event and a sale of the assets of the Compartment by the Management Company (see "LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES"), the Management Company, the Custodian, any relevant parties to the Transaction Documents and the Interest Rate Swap Counterparties will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other amounts owing to such parties prior to any distributions due to the holders of the Notes (including the Class A Notes), in accordance with the applicable Priority of Payments. Interest Shortfall In the event that any of the Notes are affected by a Notes Interest Shortfall, such amount will not bear interest. A Notes Interest Shortfall may occur on a Payment Date when, inter alia, the Available Distribution Amount, as applied in accordance with and subject to the relevant Priority of Payments, is not sufficient to pay the Class A Interest Amount or the Class B Interest Amount. Changing characteristics of the Purchased Receivables during the Revolving Period could result in faster or slower repayments or greater losses on the Notes 64

66 No Liquidity ensured on the Secondary Market Selling Restrictions No assurance can be given as to the development of a secondary market for the Class A Notes (despite the fact that application has been made to list the Class A Notes on the Paris Stock Exchange (Euronext Paris)) or that, if a secondary market does develop, such market will continue for so long as the Notes remain outstanding or will provide Noteholders with sufficient liquidity. The absence or insufficiency of liquidity in the secondary market is likely to result in fluctuations of the market value of the Notes. In addition, the market value of the Class A Notes may fluctuate with changes in prevailing rates of interest. Consequently, any sale of Class A Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of such Class A Notes. Furthermore, the Notes are subject to certain selling and transfer restrictions, which may further limit their liquidity (see SUBSCRIPTION AND SALE ). Rating of the Class A Notes The ratings assigned to the Class A Notes by the Rating Agencies take into consideration the structural, tax and legal aspects associated with the Class A Notes and the underlying portfolio of Purchased Receivables, as well as other relevant features of the structure, including, inter alia, the credit quality of the Interest Rate Swap Counterparties, the Compartment Account Bank, the Paying Agent, the Seller, the Specially Dedicated Account Bank and the Servicer. Each Rating Agency's rating reflects only the view of that Rating Agency. The rating of the Class A Notes by the Rating Agencies addresses the timely payment of interest and the ultimate payment of principal on such Class A Notes. The rating of all Rating Agencies takes into consideration the characteristics of the portfolio of Purchased Receivables and the current structural, legal, tax and FCT-related aspects associated with the Notes. The ratings do not address the possibility that the Class A Noteholders might suffer a lower than expected yield due to prepayments. Rating organisations other than the Rating Agencies may seek to rate the Class A Notes and, if such "shadow ratings" or "unsolicited ratings" are lower than the comparable ratings assigned to the Class A Notes by the Rating Agencies, such shadow or unsolicited ratings could have an adverse effect on the value of the Class A Notes. There is no assurance that the ratings will continue for any period of time or that they will not be lowered, reviewed, suspended or withdrawn by the Rating Agencies. Future events, including events affecting the Purchased Receivables, the Interest Rate Swap Counterparties, the Compartment Account Bank, the Paying Agent, the Seller and the Servicer could have an adverse effect on the rating of the Class A Notes. If the ratings initially assigned to the Class A Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement to the Class A Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organisation. The ratings assigned to the Class A Notes (if any) should be evaluated independently from similar ratings on other types of securities. Disclosure of the Transaction Documents Each Transaction Document will contain a confidentiality clause which will nevertheless not apply if the recipient, a Noteholder or an ABCP conduit financing directly or indirectly the subscription or purchase of Notes, is required to disclose the same pursuant to any law (including, without limitation, pursuant to Rule 65

67 17g5 of the Securities Exchange Act of 1934) or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank or any governmental or other regulatory authority (including any official bank examiners or regulators) or stock exchanges. Withholding Tax under the Notes Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificative pour 2009) # dated 30 December 2009 (the Law ), payments of interest and other income made by the FCT with respect to the Notes will not be subject to the withholding tax set out under article 125 A III of the Tax Code unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article A of the Tax Code (a Non-Cooperative State ). If such payments under the Notes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable provisions of any applicable double tax treaty) pursuant to article 125 A III of the Tax Code. Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply if the FCT can prove that the principal purpose and effect of a particular issue of Notes was not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to a ruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, an issue of Notes will benefit from the Exception without the FCT having to provide any proof of the purpose and effects of such issue of Notes if such Notes are: (i) (ii) (iii) offered by means of a public offer within the meaning of Article L of the Monetary and Financial Code or pursuant to an equivalent offer in a State or territory other than a Non-Cooperative State (for this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority); or admitted to trading on a French or foreign regulated market or a multilateral securities trading system provided that (a) such market or system is not located in a Non-Cooperative State, (b) the operation of such market is carried out by a market operator or an investment services provider or a similar foreign entity, and (c) such market operator, investment services provider or entity is not located in a Non-Cooperative State; or admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L of the Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes, and, subject to their effective listing, the Exception will apply in respect of such Class A Notes. Consequently, under current law, all payments of principal or interest by the FCT in respect of the Class A Notes will be made free from any withholding or deduction for or on account of any tax imposed in France subject as provided in the Section entitled FRENCH TAXATION REGIME on page 160. However, there can be no assurance that the law or practice will not change. In the event withholding taxes are imposed in respect of payments due to holders of Notes, neither the FCT nor the Paying Agent (in respect of the Class A Notes only) nor any other party to the Transaction Documents will be obliged to gross-up or otherwise compensate the holders of Notes for the lesser amounts the holders of Notes will receive as a result of the imposition of withholding taxes. EU Directive on the taxation of savings income Under the EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive ), each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual 66

68 resident in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). If, as a result of the implementation of the Savings Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the FCT nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Class A Note as a result of the imposition of such withholding tax. The FCT will ensure that it maintains a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive. Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes - Implementation of Basel II Risk-Weighted Asset Framework The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the "Committee"). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness and stability of the international banking system as a result of the higher capital ratios that it required. The Committee published the text of the new capital accord under the title: "Basel II; International Convergence on Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June In November 2005, the Committee issued an updated version of the Framework. On 4 July 2006, the Committee issued a comprehensive version of the Framework. This Framework places enhanced emphasis on market discipline, internal procedures and governance and sensitivity to risk and serves as a basis for national and supra-national rule-making and approval processes for banking organisations. The Framework was put into effect for credit institutions in Europe via the recasting of a number of prior directives. This consolidating directive is referred to as the EU Capital Requirements Directive ("CRD"). Member States were required to transpose, and the financial services industry had to apply, the CRD by 1 January 2007, subject to various transitional measures. The more sophisticated measurement approaches for operational risk are required to be implemented from January The Framework, as implemented, will affect risk weighting of the Notes for investors. Consequently, Noteholders should consult their own advisers as to the consequences to and effect on them of the application of the Framework as implemented by their own regulator, to their holding of any Notes. The FCT is not responsible for informing Noteholders of the effects of the changes to risk-weighting which will result for investors from the adoption by their own regulator of the Framework. The Basel Committee announced in April 2008 that it would take steps to strengthen certain aspects of the Framework and, to this end, it introduced a package of consultative documents, the Revisions to the Basel II market risk framework and Proposed enhancements to the Basel II framework in January The European Commission also published in April 2008 a consultation paper on certain changes proposed to the CRD and it has also sought technical advice on its proposed changes from the Committee of European Banking Supervisors. On 9 March 2009 the EU's Economic and Financial Affairs Council (ECOFIN) endorsed the European Commission's final proposal for amendments to the CRD published in December The European Commission's final proposal contained the "skin in the game" proposals that (broadly) require originators/sponsors of securitisations to retain a 5% economic interest in those securitisations. The European Parliament has agreed to the amendments (including the 5% "skin in the game" retention requirement) to the CRD on 6 May 2009 and the Council and the European Parliament adopted a directive 2009/111/EC on 16 September 2009 ( CRD 2 ). In particular, in Europe, investors should be aware of article 122a of the CRD ( Article 122a ), as implemented in France by the order (arrêté) of 25 August 2010 modifying several regulatory provisions relating to prudential control of credit institutions and investment firms (the 2010 Order ) including, inter alia, the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order ). The 2010 Order entered into force on 31 December 2010 and article 23 of the 2010 Order (which introduces a new article in the 2007 Order) applies in general to new securitisations issued on or after 1 January 2011 and, after 31 December 2014, to existing securitisations where new underlying exposures are added or substituted after 31 December Article 67

69 122a restricts an EU regulated credit institution from investing in asset-backed securities unless the originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EU regulated credit institution that it will retain, on an ongoing basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or asset exposures as contemplated by Article 122a. Article 122a also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, its note position and the underlying exposures and that procedures are established for such activities to be conducted on an on-going basis. Failure to comply with one or more of the requirements set out in Article 122a will result in the imposition of a penal capital charge on the notes acquired by the relevant investor. Prospective noteholders should therefore make themselves aware of the requirements of Article 122a, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes. Each prospective investor is required to independently assess and determine the sufficiency of the information described in this Prospectus for the purposes of complying with Article 122a and its own situation and obligations in this respect. There remains considerable uncertainty with respect to Article 122a and it is not clear what will be required to demonstrate compliance to national regulators. Investors who are uncertain as to the requirements that will need to be complied with in order to avoid the additional regulatory charges for non compliance with Article 122a should seek guidance from their regulator. Similar requirements to those set out in Article 122a are expected to be implemented for other EU regulated investors (such as investment firms, insurance and reinsurance undertakings and certain hedge fund managers) in the future. Article 122a of the Capital Requirements Directive and any other changes to the regulation or regulatory treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, have a negative impact on the price and liquidity of the Notes in the secondary market. Eurosystem Eligibility The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Class A Notes are intended upon issue to be admitted to the operations of Euroclear France (acting as central depositary) and deposited with one of Euroclear Bank S.A./N.V. or Clearstream, Luxembourg, as common safekeeper but does not necessarily mean nor imply any guarantee that the Class A Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will, inter alia, depend upon satisfaction of the Eurosystem eligibility criteria. If the Class A Notes do not satisfy the criteria specified by the European Central Bank, there is a risk that the Class A Notes will not be eligible collateral for Eurosystem. Neither the FCT, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint Lead Managers, the Joint Arrangers, the Paying Agent, the Data Protection Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor any of their respective affiliates nor any other party gives any representation, warranty, confirmation or guarantee to any investor in the Class A Notes that the Class A Notes will, either upon issue, or at any or all times during their life, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem eligible collateral. Any potential investor in the Class A Notes should make their own conclusions and seek their own advice with respect to whether or not the Class A Notes constitute Eurosystem eligible collateral. Liability under the Notes Direct Exercise of Rights The Notes are the obligations of the FCT in respect of the Compartment only and will not be the obligations of, or guaranteed by, any other entity. In particular, the Notes will not be the obligations of, or guaranteed by, the Management Company, the Custodian, the Seller, the Servicer, the Compartment 68

70 Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Joint Arrangers, the Joint Lead Managers, the Interest Rate Swap Counterparties, the Junior Swap Provider or any of their respective affiliates and/or employees or agents and none of such persons accepts any liability whatsoever in respect of any failure by the FCT to make payment of any amount due under the Notes. Notwithstanding the rights of the Class A Noteholders Representative (each, as defined in section "TERMS AND CONDITIONS OF THE NOTES") and the powers of the General Meeting of the Class A Noteholders, only the Management Company may enforce the rights of the FCT against third parties. The Management Company is required under French law to represent the FCT and to further represent and act in the best interests of the Noteholders and the Residual Unitholders. The Management Company has the exclusive right to exercise contractual rights against the parties who have entered into agreements with the FCT, including the Seller and the Servicer. The Noteholders and the Residual Unitholders will not have the right to exercise any such rights directly. 69

71 OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS General The rights of the Noteholders and of the Residual Unitholders to receive payments of principal and interest on the Notes or the Residual Units, as applicable, will be determined in accordance with the relevant period of the Compartment (as described below). The relevant periods are the Revolving Period, the Amortisation Period, and, in certain circumstances, the Accelerated Amortisation Period. Following the occurrence of an Accelerated Amortisation Event during the Revolving Period or the Amortisation Period, the Accelerated Amortisation Period will be triggered irrevocably. Periods of the Compartment Revolving Period General The structure of the Compartment provides that during the Revolving Period the Seller will be entitled to assign new Receivables to the FCT, in accordance with the provisions of the Master Purchase Agreement and the Compartment Regulations. The Receivables assigned to the FCT by the Seller during the Revolving Period will be exclusively allocated to the Compartment by the Management Company. Operation Expected Duration of the Revolving Period The Revolving Period is the period beginning on the Closing Date and ending on (and including) the Monthly Payment Date falling in November 2012, provided that no Amortisation Event or Accelerated Amortisation Event or Compartment Liquidation Event has occurred. Operation of the Compartment during the Revolving Period During the Revolving Period, the Compartment operates as follows: (a) on each Monthly Payment Date, according to the applicable Priority of Payments, the Noteholders shall only be entitled to receive payments of interest, provided that in the event that the Available Distribution Amount is insufficient: (i) (ii) (iii) to pay in full the Class A Interest Amounts and the Class B Interest Amounts due on the relevant Monthly Payment Date, the Class A Interest Amounts will be paid on a pro rata and pari passu basis and in priority to the Class B Interest Amounts; to pay in full the Class A Interest Amounts due on the relevant Monthly Payment Date, such Class A Interest Amounts will be paid to the holders of the Class A Notes, on a pro rata and pari passu basis together with the fees due to the Paying Agent; and to pay in full the Class B Interest Amounts due on the relevant Monthly Payment Date, such Class B Interest Amounts will be paid to the holders of the Class B Notes on a pro rata and pari passu basis, 70

72 and the Management Company shall calculate, if any, the Class A Notes Interest Shortfall and/or the Class B Notes Interest Shortfall. Any Class A Notes Interest Shortfall or, as the case may be, Class B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the next Monthly Payment Date to the extent of the Available Distribution Amount and subject to the relevant Priority of Payments, provided that neither the Class A Notes Interest Shortfall nor the Class B Notes Interest Shortfall will bear interest; (b) (c) (d) (e) the amounts of principal due to the Noteholders are credited, on each Payment Date, to the Principal Account, to be applied in the purchase of Receivables which satisfy the Eligibility Criteria from the Seller by the Management Company; on any Subsequent Selection Date; the Seller shall select Additional Receivables which comply with the Eligibility Criteria and offer, pursuant to a Purchase Offer, to the Management Company, acting in the name and on behalf the FCT, the Additional Receivables to be allocated to the Compartment. The Management Company will instruct the Custodian and the Compartment Account Bank, as necessary, to pay to the Seller the aggregate of the Principal Component Purchase Price of the Receivables to be transferred by the Seller to the FCT as of the immediately following Subsequent Purchase Date, by debiting the Principal Account on the relevant Monthly Payment Date, provided that the aggregate of all such Principal Component Purchase Prices shall not exceed, in any event, the Available Purchase Amount, as calculated by the Management Company in respect of such Subsequent Purchase Date on the basis of the information provided to it no later than two (2) Business Days before the Subsequence Purchase Date; on any Subsequent Purchase Date, the Management Company will allocate exclusively to the Compartment the Additional Receivables purchased from the Seller on that date; on each Payment Date, the Management Company will instruct the Compartment Account Bank, under supervision of the Custodian, to pay directly to the Seller for the same value date: (i) (ii) all amounts of interest received from the investment of the General Reserve Cash Deposit standing to the credit of the General Reserve Account; and all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account (if applicable); (f) (g) (h) (i) (j) on each Monthly Payment Date during the Revolving Period, the Management Company shall repay to the Servicer the Commingling Reserve Decrease Amount standing to the credit of the Commingling Reserve Account, if applicable; on each Monthly Payment Date, the Management Company shall pay to the Seller any Monthly Deferred Principal payable in respect of the Purchased Receivables subject to a Deferred Payment of the Purchase Price in accordance with the applicable Priority of Payments; on the Monthly Payment Date following the occurrence of a Partial Early Amortisation Event, the Management Company shall pay to the Noteholders on a pro rata basis the Partial Early Amortisation Amount; on each Monthly Payment Date, the Residual Units will only receive payments of interest according to the Interest Priority of Payments; and upon the occurrence of an Amortisation Event or an Accelerated Amortisation Event, the Revolving Period shall automatically terminate and the Compartment shall enter into the Amortisation Period or the Accelerated Amortisation Period, as the case may be. Conditions Precedent to the purchase of Additional Receivables According to the provisions of article L of the Monetary and Financial Code and of the Compartment Regulations, the FCT is entitled to purchase Receivables which comply with the Eligibility Criteria from the Seller after the First Purchase Date for their exclusive allocation to the Compartment by the 71

73 Management Company. The Receivables which meet the Eligibility Criteria will be extracted, during the Revolving Period, from the existing portfolio of the Seller as of the First Purchase Date and/or from portfolios of eligible Receivables originated by the Seller after that First Purchase Date. Consequently, the FCT has agreed to purchase from the Seller Additional Receivables which must comply with the Eligibility Criteria, in accordance with article L of the Monetary and Financial Code, pursuant to the terms and conditions set out below. In this respect, the Management Company will verify that the following conditions precedent to the purchase of Receivables are or will be satisfied on each Subsequent Purchase Date: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) no Amortisation Event has occurred or will occur on such Subsequent Purchase Date and no Principal Deficiency Shortfall and no Purchase Shortfall will occur on the Calculation Date immediately following such Subsequent Purchase Date; no Accelerated Amortisation Event has occurred or will occur on such Subsequent Purchase Date; each Global Portfolio Limit is complied with on the immediately preceding Subsequent Selection Date (taking into account these Additional Receivables offered to be purchased on that Subsequent Purchase Date); no Compartment Liquidation Event has occurred or will occur on such Subsequent Purchase Date; the Management Company has received written confirmation in the Investor Report (through the validation of such Investor Report by the Custodian) that Banque PSA Finance holds all of the Class B Notes and that Crédipar holds all of the Residual Units; other than as a result of force majeure, the Seller has duly performed its obligations under the Master Purchase Agreement; the servicing of the Purchased Receivables has not been transferred to any other entity pursuant to the applicable provisions of the Master Servicing Agreement; the Servicer has duly made available to the Management Company the Monthly Servicer Report to be produced by it, in accordance with the provisions of the Master Servicing Agreement, on the relevant Information Date, in the case of a breach of any obligation, such breach has been remedied within five (5) Business Days following the relevant Information Date; other than as a result of force majeure event, the Servicer has duly performed all its obligations (other than the obligation referred to in paragraph (h) above, but including, for avoidance of doubt, the obligation of the Servicer to credit on the relevant Monthly Settlement Date the Commingling Reserve Account with such amount as may be necessary for the credit standing thereto to be at least equal to the then applicable Commingling Reserve Required Amount) towards the FCT under the Master Servicing Agreement, or, in the case of a breach of any such other obligation, such breach has been remedied within five (5) Business Days following the relevant Information Date or with respect of the obligation to credit of the Commingling Reserve (as the case may be), the relevant Monthly Settlement Date; the Seller has represented and warranted to the Management Company, acting in its name on behalf of the Compartment, that each of the Receivables satisfies the Eligibility Criteria as of the relevant Purchase Date; no material adverse change in the business of the Seller has occurred which, in the reasonable opinion of the Management Company, might prevent the Seller from performing its obligations under the Master Purchase Agreement or the Master Servicing Agreement; the purchase by the FCT of Receivables which comply with the Eligibility Criteria from the Seller after the First Purchase Date for exclusive allocation by the Management Company to the Compartment 72

74 will not lead, in the reasonable opinion of the Management Company, to the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes; and (i) by way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments) and no payments shall be made under the Principal Priority of Payments. Methods of Purchase of Additional Receivables The procedure for the purchase of Additional Receivables from the Seller after the First Purchase Dates, for exclusive allocation to the Compartment during the Revolving Period, is as follows: 1. No later than two (2) Business Days prior to each Subsequent Purchase Date, the Management Company shall notify the Seller of the Available Purchase Amount; 2. On the Subsequent Selection Date, the Seller shall send to the Management Company, a Purchase Offer, including Receivables randomly selected on such Subsequent Selection Date within the receivables which comply with the Eligibility Criteria; 3. In connection with the Purchase Offer, the Seller will make representations and warranties in favour of the Management Company with respect to the compliance of the corresponding Receivables with the Eligibility Criteria. Subject to correction of any material error, the Purchase Offer will constitute an irrevocable binding offer made by the Seller, with respect to the sale and transfer of the relevant Receivables together with the corresponding Ancillary Rights, to the Management Company; 4. The Management Company will verify, on the basis of the information provided to it by the Seller in the said Purchase Offer, that the Receivables which are offered for purchase on the relevant Purchase Date comply with the applicable Eligibility Criteria, provided that the responsibility for the non-compliance of the Additional Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the Management Company shall under no circumstance be liable therefore); 5. On receipt of the Transfer Document by the Management Company, which Transfer Document has to be delivered by the Seller on the relevant Subsequent Purchase Date, the Management Company shall verify whether the conditions precedent to the purchase of Receivables on a Subsequent Purchase Date are fulfilled and shall indicate its reasonable intention or reasonable refusal to purchase some of all of the Additional Receivables stated in the Transfer Document, and, if applicable, accept the Purchase Offer by signing the Transfer Document at the latest on the relevant Subsequent Purchase Date. The Management Company will provide the Seller with a certified copy of the duly signed Transfer Document and deliver the original to the Custodian; and 6. The Management Company acting on behalf of the FCT in respect of the Compartment shall instruct as necessary the Custodian and the Compartment Account Bank for the Principal Component Purchase Price to be debited from the Principal Account on the Monthly Payment Date and the Interest Component Purchase Price to be debited from the Interest Account on the second Payment Date falling after such Subsequent Purchase Date in accordance with the applicable Priority of Payments. Suspension of Purchases of Additional Receivables The purchase of Additional Receivables will be suspended on any Subsequent Purchase Date to the extent that none of the receivables originated by the Seller satisfies, temporarily or partially, the Eligibility Criteria applicable to the Additional Receivables or to the extent that the conditions precedent to purchase are not fulfilled. Consequently, the amounts otherwise allocated by the Management Company to purchase 73

75 eligible Additional Receivables will be retained by the FCT in the Principal Account to be used on Subsequent Purchase Dates for the purchase of Receivables, save to the extent that an Amortisation Event or a Partial Early Amortisation Event occurs. Partial Early Amortisation Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on three (3) successive Purchase Dates, the aggregate of the Effective Outstanding Balance of the Performing Receivables, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Effective Outstanding Balance of Receivables which are being sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on the immediately following Monthly Payment Date, the Class A Notes and the Class B Notes will be subject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period. On that Monthly Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes and Class B Notes, pari passu and pro rata the Principal Amount Outstanding of the Class A Notes and of the Class B Notes. For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes and of the Initial Principal Amount of the Class B Notes shall continue to be used as a basis for the purpose of determining whether a Purchase Shortfall has occurred. Amortisation Period Expected Duration of the Amortisation Period Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, the Amortisation Period will be the period beginning on the Monthly Payment Date falling in December 2012 (included) and ending on the earlier of the date when the Principal Amount Outstanding of the Notes of all classes are equal to zero and the Final Legal Maturity Date. The Management Company shall declare the beginning of the Amortisation Period earlier if any of the following Amortisation Events has occurred. Amortisation Event The occurrence of any of the following events during the Revolving Period shall constitute an Amortisation Event : (a) (b) (c) (d) (e) a Purchase Shortfall; or Crédipar (i) becomes insolvent, is subject to one of the proceedings set out in Book VI of the Commercial Code or (ii) has its credit institution licence withdrawn; or Banque PSA Finance (i) becomes insolvent, is subject to one of the proceedings set out in Book VI of the Commercial Code, or (ii) has its credit institution license withdrawn; or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk; or on any Monthly Settlement Date, the Servicer has failed to credit the Commingling Reserve Account with such amount as may be necessary for the credit standing thereto to be at least equal to the then applicable Commingling Reserve Required Amount and has not remedied such default within two (2) Business Days; or the Seller has breached any of its material obligations under the Data Protection Agreement; or 74

76 (f) (g) (h) (i) (j) the credit rating of any Interest Rate Swap Counterparty is downgraded to below the relevant Swap Counterparty Required Ratings and such Interest Rate Swap Counterparty is not replaced or guaranteed by a third party with the Swap Counterparty Required Ratings or fails to provide collateral in accordance with the provisions of the relevant Interest Rate Swap Agreement; or a Servicer Termination Event; or the Average Delinquency Ratio exceeds 3.5%; or a Principal Deficiency Shortfall; or the termination of any Back-to-Back Swap Agreement where Banque PSA Finance is the defaulting party or the sole affected party, including where Banque PSA Finance (i) becomes insolvent, is subject to one of the proceedings set out in Book VI of the Commercial Code, or (ii) has its credit institution license withdrawn; or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk. Operation of the Compartment during the Amortisation Period During the Amortisation Period, the Compartment shall operate as follows: (a) (b) pursuant to the provisions of the Master Purchase Agreement and the Compartment Regulations, the Management Company will no longer be entitled to purchase any Additional Receivables from the Seller; on each Monthly Payment Date, subject to the applicable Priority of Payments, the Noteholders shall receive Class A Interest Amounts and Class B Interest Amounts, respectively as calculated by the Management Company (see Section TERMS AND CONDITIONS OF THE NOTES Interest ), provided that in the event that the Available Distribution Amount is insufficient: (i) (ii) (iii) to pay in full the Class A Interest Amounts and the Class B Interest Amounts due on such Monthly Payment Date, the Class A Interest Amounts will be paid on a pro rata and pari passu basis and in priority to the Class B Interest Amounts; to pay the whole of the Class A Interest Amounts due on such Monthly Payment Date, such Class A Interest Amounts will be paid to the Class A Noteholders, on a pro rata and pari passu basis together with the fees due to the Paying Agent; to pay the whole of the Class B Interest Amounts due on such Monthly Payment Date, such Class B Interest Amounts will be paid to the Class B Noteholders on a pro rata and pari passu basis, and the Management Company will calculate, if any, the Class A Notes Interest Shortfall and/or the Class B Notes Interest Shortfall. The Class A Notes Interest Shortfall and/or, as the case may be, the Class B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the next Monthly Payment Date to the extent of the Available Distribution Amount and subject to the applicable Priority of Payments, provided that neither the Class A Notes Interest Shortfall nor the Class B Notes Interest Shortfall bear interest; (c) (d) on each Monthly Payment Date occurring during the Amortisation Period, according to the Principal Priority of Payments, the Noteholders will receive payment of the Class A Principal Payments and the Class B Principal Payments, respectively, provided that the Class A Principal Payments will be paid in priority to any Class B Principal Payments (to the extent of the Available Distribution Amount, as calculated by the Management Company) (see Section TERMS AND CONDITIONS OF THE NOTES ); on each Monthly Payment Date, the Management Company will instruct the Compartment Account Bank, under the supervision of the Custodian, to pay directly to the Seller for the same value date: 75

77 (i) (ii) all amounts of interest received from the investment of the moneys standing to the credit of the General Reserve Account; and all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account (if applicable); (e) (f) (g) (h) (i) on each Monthly Payment Date during the Amortisation Period, the Management Company shall repay to the Servicer the Commingling Reserve Decrease Amount standing to the credit of the Commingling Reserve Account, if applicable; on each Monthly Payment Date, the Management Company shall repay to the Seller any amount by which the General Reserve Cash Deposit exceeds the then applicable General Reserve Required Amount in accordance with the Interest Priority of Payments; on each Monthly Payment Date, the Management Company shall pay to the Seller any Monthly Deferred Principal payable in respect of the relevant Purchased Receivables subject to a Deferred Payment of the Purchase Price, in accordance with the applicable Priority of Payments; and on each Monthly Payment Date, the Residual Units shall only receive payments of interest in accordance with the Interest Priority of Payments, except on the Compartment Liquidation Date, on which the Residual Unitholders shall receive the Compartment Liquidation Surplus, if any; and by way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments) and no payments shall be made under the Principal Priority of Payments. Accelerated Amortisation Period General Subject to no Compartment Liquidation Event having occurred, the Accelerated Amortisation Period is the period beginning on the first Payment Date falling on or after the date on which an Accelerated Amortisation Event occurs and ending, at the latest, on the Final Legal Maturity Date. Accelerated Amortisation Event If (i) any Class A Interest Amount remains unpaid for five (5) Business Days following the relevant Monthly Payment Date or if (ii) the Principal Deficiency Amount is higher than 50% of the Principal Amount Outstanding of the Class B Notes, then an Accelerated Amortisation Event shall be deemed to have occurred or if (iii) the Servicer fails to provide the Management Company with its Monthly Servicer Report on the Information Date immediately following a Reduced Payment Date. Operation of the Compartment during the Accelerated Amortisation Period Upon the occurrence of an Accelerated Amortisation Event, the Revolving Period or, as the case may be, the Amortisation Period, will automatically terminate and the Accelerated Amortisation Period will commence. During the Accelerated Amortisation Period, the Compartment will operate as follows: (a) (b) following the occurrence of an Accelerated Amortisation Event during the Revolving Period, the Management Company will cease to be entitled to purchase Additional Receivables from the Seller; on each Accelerated Payment Date, the Class A Noteholders and the Class B Noteholders will receive, according to the Accelerated Priority of Payments, payments of Class A Interest Amounts, of the Principal Amount Outstanding of the Class A Notes, of the Class B Interest Amounts and of the Principal Amount Outstanding of the Class B Notes, respectively as calculated by the Management 76

78 Company (see Section TERMS AND CONDITIONS OF THE NOTES Interest and Redemption ), provided that: (i) (ii) (iii) no payment of principal in respect of the Class B Notes shall take place before the redemption in full of the Class A Notes; payments of interest in respect of the Class B Notes shall be subordinated to payments of principal in respect of the Class A Notes; in the event that the Available Distribution Amount is insufficient: (A) (B) (C) (D) to pay in full the Class A Interest Amounts due on any Accelerated Payment Date, such Class A Interest Amounts are paid to the Class A Noteholders, on a pro rata and pari passu basis together with the fees due to the Paying Agent; to pay in full the Principal Amount Outstanding of the Class A Notes on any Accelerated Payment Date, any principal payable to the Class A Noteholders is paid to the Class A Noteholders on a pro rata and pari passu basis; to pay in full the Class B Interest Amounts due on any Accelerated Payment Date, such Class B Interest Amounts are paid to the Class B Noteholders on a pro rata and pari passu basis; and to pay in full the Principal Amount Outstanding of the Class B Notes at any Accelerated Payment Date, any principal payable to the Class B Noteholders is paid to the Class B Noteholders pro rata on a pari passu basis; and (c) (d) after payment in full of the amounts due according to the Accelerated Priority of Payments (except payments due in respect of the Residual Units), the remaining Available Distribution Amount on such date shall be applied to the payment in full of any Deferred Outstanding Balance remaining due in respect of any Purchased Receivables; after payment in full of the amount due according to the Accelerated Priority of Payments (including such payments related to any Deferred Outstanding Balance), the remaining Available Distribution Amount on such date shall be paid in respect of the Residual Units as final payment of principal and interest. Release of the Commingling Reserve Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. Allocation of Available Collections in respect of each Collection Period Calculation of Available Collections Pursuant to the Master Servicing Agreement, the Servicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account. During the Revolving Period, no later than two (2) Business Days before each Subsequent Purchase Date, the Management Company will calculate the Available Collections in respect of the Collection Period immediately preceding such Subsequent Purchase Date and the Maximum Receivables Purchase Amount, on the basis of the information contained in the Monthly Servicer Report provided to the Management Company on the relevant Information Date. 77

79 During the Amortisation Period, the Management Company will calculate the Available Collections in respect of the Collection Period immediately preceding the Calculation Date, on the basis of the information contained in the Monthly Servicer Report provided to the Management Company on the relevant Information Date. On each Calculation Date during the Revolving Period and the Amortisation Period and in respect of each Collection Period, the Management Company will determine the Available Interest Amount standing to the credit of the Interest Account and the Available Principal Amount standing to the credit of the Principal Account. When calculating the Available Interest Amount and Available Principal Amount, the Management Company shall only take into account such Available Collections in relation to which it has received confirmation from the Servicer (whether in the Monthly Servicer Reports or otherwise) as to whether they constitute or not Available Collections. Any other sums collected in relation to which the Management Company has not received such confirmation shall be kept to the credit of the General Collection Account on the relevant Payment Date notwithstanding any provision to the contrary in the Transaction Documents. Allocation of Available Collections to the Compartment Accounts Pursuant to the Compartment Regulations, (a) (b) the Management Company will give the relevant instructions to the Custodian and the Compartment Account Bank to ensure that the Principal Account is credited with the Available Principal Collections by debiting the General Collection Account with such amount on each Payment Date in the Revolving Period or the Amortisation Period. after the payment of all the amounts set out in paragraph (a) above, the Management Company will give the relevant instructions to the Custodian and the Compartment Account Bank to ensure that the remaining amount standing to the credit of the General Collection Account (corresponding to the Available Interest Collections) is credited to the Interest Account on each Payment Date. Following the occurrence of an Accelerated Amortisation Event or Compartment Liquidation Event, the Available Collections are no longer credited to the Principal Account and the Interest Account in the manner specified above but in accordance with the Accelerated Priority of Payments. Reduced Payment Date By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments) and no payments shall be made under the Principal Priority of Payments. Information Pursuant to the terms of the Master Servicing Agreement, the Servicer has agreed to provide the Management Company with certain information relating to (i) principal payments, interest payments and any other payments received on the Receivables and (ii) any enforcement of the Ancillary Rights securing the payment of such receivables (if any). In that respect, the Servicer will provide the Management Company with the Monthly Servicer Report on each Information Date. On the basis of the information contained in the Monthly Servicer Report, the Management Company will determine whether a Partial Early Amortisation Event, an Amortisation Event or an Accelerated Amortisation Event has occurred. 78

80 Calculations and Determinations Duties of the Management Company On each Calculation Date during the Revolving Period and the Amortisation Period, the Management Company will make such calculations as are necessary to operate the Compartment in the manner, and prepare the allocations, distributions and payment instructions described in this section. Pursuant to the Compartment Regulations and with respect to the relevant Priority of Payments, it is in particular the responsibility of the Management Company (i) to calculate, amongst other things, on each Interest Rate Determination Date, the relevant Rate of Interest applicable to the relevant Interest Period, the Class A Interest Amounts and the Class B Interest Amounts due in respect of each Interest Period, (ii) to calculate, in due course prior to each Monthly Payment Date, the Principal Deficiency Amount and any Monthly Deferred Principal to be paid with respect to such Monthly Payment Date and, (iii) to calculate the Principal Amounts Outstanding of each Note, and (iv) to execute the applicable transfers and allocations of payments in respect of any Payment Date. It is the responsibility of the Management Company to ensure that payments will be made in accordance with the relevant Priority of Payments as set out in the provisions of this section. In addition, on each Calculation Date, the Management Company will send the Investor Report to the Custodian. The Custodian shall validate that Investor Report at the latest on the Validation Date before the immediately following Payment Date. After validation, the Management Company shall make available and shall publish on its internet website, the Investor Report, on the Validation Date following such Calculation Date. Distributions Prior to each Monthly Payment Date or Accelerated Payment Date, the Management Company will make the relevant calculations and determinations required in relation to the applicable Priority of Payments. On each Monthly Payment Date falling in the Revolving Period or in the Amortisation Period, the Available Interest Amount and the Available Principal Amount together with the General Reserve will be applied in making the payments referred to in the Interest Priority of Payments and in the Principal Priority of Payments described below. The payments referred to in the Interest Priority of Payments will be made prior to the payments referred to in the Principal Priority of Payments. On each Accelerated Payment Date falling in the Accelerated Amortisation Period, all monies standing to the credit of the General Collection Account and the General Reserve Account (together with any residual monies standing from time to time to the credit of the Principal Account and the Interest Account) will be applied in accordance with the Accelerated Priority of Payments. As long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement, the Commingling Reserve shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Debtors defaults. Instructions of the Management Company In order to ensure that all the allocations, distributions and payments are made in a timely manner in accordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as the case may be, the Accelerated Amortisation Period, the Management Company will give the appropriate instructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment Cash Manager, the Interest Rate Swap Counterparties, the Junior Swap Provider and the Paying Agent. These allocations shall be made only in accordance with the instructions of the Management Company provided that no amount will be withdrawn from a Compartment Account if the relevant 79

81 Compartment Account would have a debit balance as a result thereof (see Section DESCRIPTION OF THE COMPARTMENT ACCOUNTS ). Priority of Payments during the Revolving Period and the Amortisation Period Interest Priority of Payments During the Revolving Period and the Amortisation Period, the Available Interest Amount (including, for the avoidance of doubt, the General Reserve) will be applied on each Monthly Payment Date by the Management Company in or towards the following payments but, in each case, only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full: (a) (b) (c) (d) (e) (f) (g) (h) payment of the Compartment Expenses (save for the remuneration payable to the Paying Agent) and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculated by the Management Company on previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap Termination Amount (other than the Senior Swap Subordinated Termination Payments (if any)) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may be, in priority to such payment, payment on a pro rata and pari passu basis of Net Swap Amounts Arrears and Swap Termination Amount Arrears calculated by the Management Company on previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Monthly Interest Period ending on such Monthly Payment Date together with the remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by the Management Company on previous Monthly Payment Dates and remaining due and unpaid on such Monthly Payment Date; transfer to the credit of the General Reserve Account of such amount as is necessary for the credit of the General Reserve Account to be at least equal to the General Reserve Required Amount applicable on that Monthly Payment Date, as calculation by the Management Company; transfer to the credit of the Principal Account of an amount equal to the Principal Deficiency Amount as calculated by the Management Company in respect of such Monthly Payment Date; payment of the Senior Swap Subordinated Termination Payments (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case may be, in priority to such payment, payment of any Senior Swap Subordinated Termination Payments Arrears (if any) calculated by the Management Company on the previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable in respect of the Monthly Interest Period ending on such Monthly Payment Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company on previous Monthly Payment Dates and remaining due and unpaid on such Monthly Payment Date; 80

82 (i) (j) (k) (l) if on such Monthly Payment Date the General Reserve is higher than the General Reserve Required Amount, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to Crédipar as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the current General Reserve over (y) the General Reserve Required Amount; payment of any Monthly Deferred Principal due and payable on such Monthly Payment Date, plus any Monthly Deferred Principal due and payable on preceding Monthly Payment Date(s) and remaining unpaid on such Monthly Payment Date; (x) in respect of the first Monthly Payment Date only, payment to the Seller of the Interest Component Purchase Price of the Receivables purchased on the First Purchase Date and (y) in respect of the subsequent Monthly Payment Dates, payment to the Seller of the Interest Component Purchase Price of the Receivables purchased on the penultimate Purchase Date prior to such Monthly Payment Date and, in priority thereto, payment to the Seller of the Interest Component Purchase Price or portion of Interest Component Purchase Price of any Receivables purchased on any previous Purchase Dates remaining unpaid on such Monthly Payment Date; and payment of the remaining credit balance of the Interest Account as interest to the holders of the Residual Units. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the above Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. Principal Priority of Payments During the Revolving Period and the Amortisation Period, the Available Principal Amount standing to the credit of the Principal Account (together with the amounts credited by debiting the Interest Account in accordance with item (e) of the Interest Priority of Payments) will be applied on each Monthly Payment Date by the Management Company towards the following priority of payments but only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full and by debiting the Principal Account: (a) (b) (c) (d) (e) payment in the order of priority there stated of the amounts referred to in paragraphs (a), (b) and (c) (inclusive) of the Interest Priority of Payments, but only to the extent not paid in full thereunder after application of Available Interest Amount in accordance with the Interest Priority of Payments and always in accordance with and subject to such Interest Priority of Payments; during the Revolving Period (only), payment of the Principal Component Purchase Price of each Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Monthly Payment Date to the Seller, to the extent where that Principal Component Purchase Price has not been set-off with Non-Conformity Rescission Amounts (if any); during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata and pari passu basis of the Class A Principal Payments due to the Class A Noteholders; payment of the amounts referred to in paragraph (h) of the Interest Priority of Payments, but only to the extent not paid in full thereunder after the application of the Available Interest Amount in accordance with the Interest Priority of Payments; during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata basis of the Class B Principal Payments due to the Class B Noteholders; and 81

83 (f) payment of the Compartment Liquidation Surplus to the holders of the Residual Units on the Compartment Liquidation Date. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, no payment shall be made under the above Principal Priority of Payments and items otherwise due and payable on that Payment Date shall be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. Accelerated Priority of Payments Following the occurrence of an Accelerated Amortisation Event or a Compartment Liquidation Event, on any Accelerated Payment Date, all amounts standing to the credit of the General Collection Account will be applied in the following priority of payments after the transfer of all amounts standing to the credit of the General Reserve Account together with all monies standing to the credit of the Principal Account and the Interest Account (if any) onto the General Collection Account: (a) (b) (c) (d) (e) (f) (g) (h) payment of the Compartment Expenses and, in priority to such payment, payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due on such Accelerated Payment Date; payment, on a pro rata and pari passu basis, of the Net Swap Amounts (if any) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements together with the Swap Termination Amount (if any) in respect of any terminated Interest Rate Swap Agreement (other than the Senior Swap Subordinated Termination Payments (if any)) and, as the case may be, in priority to such Net Swap Amounts and Swap Termination Amount, payment of any Net Swap Amount Arrears and Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due in respect of the Interest Period ending on such Payment Date together with the remuneration of the Paying Agent a and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall and (together with any arrears of remuneration of the Paying Agent) calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; transfer to the credit of the General Reserve Account of such amount as is necessary for the credit of the General Reserve Account to be at least equal to the General Reserve Required Amount applicable on that Monthly Payment Date, as calculated by the Management Company; redemption in full of the Class A Notes (on a pro rata and pari passu basis); payment of the Senior Swap Subordinated Termination Payments (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and pari passu with such payment, payment of the Senior Swap Subordinated Termination Payments Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of the Class B Notes together with the remuneration of the Paying Agent and, in priority to such payment, payment of any Class B Interest Amounts Shortfall and arrears of the remuneration of the Paying 82

84 Agent calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; (i) (j) (k) (l) (m) (n) redemption in full of the Class B Notes (on a pro rata basis); subject to the full redemption of the Notes of each class and to the extent not otherwise reimbursed in accordance with item (i) of the Interests Priority of Payments, repayment of the outstanding General Reserve Cash Deposit to the Seller; payment of any amount of any Monthly Deferred Principal remaining unpaid; payment of any Interest Component Purchase Price remaining unpaid to the Seller; if on such Accelerated Payment Date the General Reserve is higher than the General Reserve Required Amount, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to Crédipar as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the current General Reserve over (y) the General Reserve Required Amount; and on the Compartment Liquidation Date, payment to the holder of the Residual Units of an amount equal to the Compartment Liquidation Surplus as final payment in principal and interest. Principal Deficiency Amount During the Revolving Period and the Amortisation Period, a principal deficiency ledger (the Principal Deficiency Amount ) will be established in order to record any loss or principal delinquency on the Receivables allocated to the Notes. Pursuant to the Compartment Regulations, on each Calculation Date during the Revolving Period and the Amortisation Period, the Management Company shall calculate the Principal Deficiency Amount with respect to each Payment Date. An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the Interest Account to the Principal Account on each Payment Date during the Revolving Period and the Amortisation Period in accordance with the Interest Priority of Payments. 83

85 DESCRIPTION OF THE NOTES Class A Notes Transferable Securities and Financial Instruments The Class A Notes are transferable securities (valeurs mobilières). The Class A Notes are financial instruments (instruments financiers) within the meaning of article L of the Monetary and Financial Code. The Class A Notes are bonds (obligations) within the meaning of article L of the Monetary and Financial Code. Book-Entry Securities and Registration The Class A Notes are issued in book entry form (dématérialisées). The Class A Notes will, upon issue, be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France. In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Transfer of Class A Notes Title to the Class A Notes passes upon the credit of those Class A Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of the Class A Notes in registered form shall become effective in respect of the FCT and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. Regulatory Capital Treatment of the Class A Notes For Noteholders that are credit institutions subject to French law and holding Class A Notes which are not held in its trading book, the weighting applicable to the Notes for the purposes of the calculation of the capital adequacy ratio shall comply with the regulations of the Regulatory Banking and Finance Committee (Comité de la réglementation bancaire et financière) (now the Autorité de Contrôle Prudentiel) No dated 15 February 1991 (as amended) and of the Order of the Minister of the Economy, finance and industry dated 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time. Such regulations may be modified by any statutory or regulatory amendments or any modification in their applicability made by the relevant supervisory authorities occurring after the publication of this Offering Memorandum. All subscribers or prospective purchasers of Class A Notes are responsible for obtaining information on the accounting and regulatory capital consequences of such subscription or purchase, and of the holding and the transfer of Class A Notes under French law or under any other legal framework which may apply (see Section SUBSCRIPTION AND SALE ). Issue and Listing In accordance with the General Regulations and the Compartment Regulations, on the Closing Date, the FCT in respect of the Compartment will issue on one occasion one class of senior notes. The Class A Notes will be listed on the Paris Stock Exchange (Euronext Paris). 84

86 The subscription period for the Class A Notes commences on 4 July 2011 (inclusive) and ends on 5 July 2011 (inclusive). The estimate of the total expenses related to admission to trading of the Class A Notes on the Paris Stock Exchange is equal to 8,500 (taxes excluded). Such expenses will be paid by Banque PSA Finance. Placement of the Class A Notes The Class A Notes must be sold in accordance with and subject to the selling restrictions set out in Section SUBSCRIPTION AND SALE on pages 193 et seq. of this Offering Memorandum and any other applicable laws and regulations. In accordance with the provisions of article L of the Monetary and Financial Code, the Notes and the Residual Units issued by the FCT in relation to the Compartment may not be sold by way of brokerage (démarchage). Rating Class A Notes It is a condition precedent to the issue of the Class A Notes that the Class A Notes be assigned, on issue, a rating of AAAsf by Fitch Ratings and a rating of Aaa (sf) by Moody s. Rating Procedure The principles governing the rating procedure of the Class A Notes are defined in Appendix IV of this Offering Memorandum. Documents in relation to the assessment of the Receivables and the Class A Notes as required by article L of the Monetary and Financial Code issued by Fitch Ratings and Moody s respectively are attached in Appendix V and VI of this Offering Memorandum respectively. Paying Agency Agreement According to the provisions of the Paying Agency Agreement, provision is made for, amongst other things, the payment of principal and interest in respect of the Class A Notes by the Paying Agent. Class B Notes The Class B Notes will be subscribed by Banque PSA Finance on issue. The Class B Notes will not be listed and will be unrated. According to the provisions of the Compartment Regulations, the Class B Notes are registered in the register held by the Custodian. Residual Units The Residual Units will be subscribed by the Seller on issue. The Residual Units will not be listed and will be unrated. According to the provisions of the Compartment Regulations, the Residual Units are registered in the register held by the Custodian. 85

87 WEIGHTED AVERAGE LIVES OF THE CLASS A NOTES General The yields to maturity of the Class A Notes will be, inter alia, affected by the amount and timing of delinquencies and possible defaults on the Purchased Receivables, the characteristics of the Purchased Receivables transferred on the Closing Date and of the Additional Receivables transferred during the Revolving Period, the level of the EURIBOR Reference Rate from time to time and the Prepayments. The same factors will affect the ability of the FCT to redeem in full the Notes on the Final Legal Maturity Date. The amounts of principal available to redeem the Class A Notes are affected by the Available Distribution Amount applied to redeem such Class A Notes. Weighted Average Lives of the Class A Notes The weighted average life of the Class A Notes refers to the average length of time (on a 30/360 basis) that will elapse from the date of issuance of the relevant Class A Notes to the date of repayment to the investors of all principal amounts due in relation to such class of Class A Notes. The weighted average life of the Notes will vary according to the rate at which principal payments are received on the Purchased Receivables, which shall be determined on the basis of amortisation, scheduled principal payments, Prepayments and actual collections received in respect of each Purchased Receivable. The tables below have been prepared on the basis of certain assumptions as described below regarding the weighted average characteristics of the receivables and the performance thereof. The tables assume, amongst other things, that: (a) the amortisation profile of the Purchased Receivables purchased by the FCT and allocated to the Compartment by Management Company on the First Purchase Date assumes 0% CPR and 0% default as follows: 86

88 Date Aggregate Discounted Principal Balance in % Closing % Sep % Oct % Nov % Dec % Jan % Feb % Mar % Apr % May % Jun % Jul % Aug % Sep % Oct % Nov % Dec % Jan % Feb % Mar % Apr % May % Jun % Jul % Aug % Sep % Oct % Nov % Dec % Jan % Feb % Mar % Apr % May % Jun % Jul % Aug % Sep % Oct % Nov % Dec % Jan % Feb % Mar % Apr % May % Jun % Jul % Aug % Sep % Oct % Nov % Dec % Jan % Feb % Mar % Apr % May % Jun % Jul % Aug % Sep % Oct % Nov % Dec % Jan % Feb % Mar % 87

89 (b) the Purchased Receivables have been aggregated into three theoretical sub-pools having the following characteristics: PORTFOLIO Balloon Receivables Constant Instalments Receivables Variable Instalments Receivables AGGREGATE OUTSTANDING BALANCE PERCENTAGE OF AGGREGATE OUTSTANDING BALANCE WEIGHTED AVERAGE REMAINING TERM TO MATURITY (IN MONTHS) WEIGHTED AVERAGE INTEREST RATE (% P.A.) 59,848, % ,743, % ,407, % (c) (d) (e) (f) (g) (h) for each of the 3 theoretical sub-pools, the scheduled amortisation profile has been determined using the scheduled monthly payments of the part of the portfolio corresponding to this category, without considering any Deferred Payment of the Purchase Price. For each of the 3 theoretical sub-pools, the scheduled amortisation profile will be used for the Initial Receivables and the Additional Receivables; there are no delinquencies or losses on the Purchased Receivables, and scheduled principal payments on the Purchased Receivables are received on a timely basis together with prepayments, if any, at the respective CPR set out in the table; payments of principal on the Class A Notes become due, and will be paid on a monthly basis, commencing on 26 September 2011; the rate of return arising from the investment of the amounts standing to the credit of the Compartment Accounts is equal to zero; during the Revolving Period, the Available Purchase Amount is used to purchase Additional Receivables from each of the 3 theoretical sub-pools in the relative proportions given in table of item (a); all amounts credited to the Principal Account shall be applied to finance the purchase of Additional Receivables complying with the Eligibility Criteria; (i) the Class A Notes shall be issued in July 2011; (j) no Partial Early Amortisation Event, Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event has occurred. The actual characteristics and performance of the Purchased Receivables will differ from the assumptions used in constructing the tables set out below, which are provided only to illustrate how the principal cash flows might behave under varying prepayment scenarios. In particular, it is unlikely that the Purchased Receivables will prepay at such CPR until maturity, that the receivables will prepay at the same constant CPR and that there will be no delinquencies or defaults on the Purchased Receivables. Any difference between such assumptions and the actual characteristics and performance of the Purchased Receivables, or actual prepayment or loss experience, will affect the percentage of principal amount outstanding over time and the average lives of the Class A Notes. 88

90 Subject to the foregoing assumptions and reservations, the following tables indicate the weighted average life of the Class A Notes and set out the respective percentages of the Principal Amount Outstanding of each such class of Notes on selected Monthly Payment Dates and under the CPRs scenarios below. Percentage of Principal Amount Outstanding of the Class A Notes on each specified Monthly Payment Dates and under different CPR scenarios Constant Prepayment Rate (CPR) Payment Date 0% 5% 10% 15% 20% Closing Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov

91 Weighted Average Life of the Class A Notes Constant Prepayment Rate Weighted Average Life of the Class A notes (in years) First Principal Payment Date Class A Notes Expected Maturity of the Class A Notes 0% Dec Nov-15 5% Dec Oct-15 10% Dec Sep-15 15% Dec Aug-15 20% Dec Jul-15 90

92 DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT General Characteristics of the Assets Allocated to the Compartment General Description of the Assets Allocated to the Compartment The Assets Allocated to the Compartment by the Management Company mainly comprise the Receivables assigned to the FCT, on each Purchase Date, by the Seller pursuant to the Master Purchase Agreement. The Assets Allocated to the Compartment by the Management Company also include: (a) (b) (c) (d) (e) (f) (f) (g) (h) any Ancillary Rights attached to the Purchased Receivables; the Compartment Cash; the General Reserve; if the Servicer has failed to perform its financial obligations (obligations financières) under the Master Servicing Agreement, such amount of the Commingling Reserve as is necessary to remedy to such failure; any Net Swap Amounts and any other amount to be received, as the case may be, from the Interest Rate Swap Counterparties in respect of the Interest Rate Swap Agreements; any Net Junior Swap Amounts and any other amount to be received, as the case may be, from the Junior Swap Provider in respect of the Junior Swap Agreement; if the Servicer has failed to perform its financial obligations (obligations financières) under the Master Servicing Agreement, such amount of the Commingling Reserve as is necessary to remedy to such failure; any Authorised Investments and income relating to any Authorised Investments; and any other rights transferred or attributed to the Compartment under the terms of the Transaction Documents. Allocation of the cash flows generated by the Assets Allocated to the Compartment The cash-flows generated by the Assets Allocated to the Compartment are allocated by the Management Company exclusively to the payment of all amounts due in connection with the Compartment, pursuant to the applicable Priority of Payments (with the exception of all amounts of interest received from the investment of the moneys standing to the credit of the General Reserve Account and from the investment of the Commingling Reserve (if any) standing to the credit of the Commingling Reserve Account, which shall be paid directly to the Seller or to the Servicer, respectively, in accordance with the provisions hereof). Consequently, the Management Company will not, under any circumstances, be authorised to allocate partially or fully such cash flows to the payment of any amounts due in respect of any other compartments of the FCT. Retransfer of Receivables Pursuant to articles L and L of the Monetary and Financial Code, the FCT cannot assign the Purchased Receivables allocated exclusively to the Compartment unless the Purchased Receivables have defaulted or except in the case of liquidation of the Compartment (see Section 91

93 LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES ). 92

94 DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES Transfer of Receivables to the FCT The FCT will purchase from the Seller an initial pool of Receivables which satisfy the Eligibility Criteria on the First Purchase Date. The receivables arise from motor vehicle retail instalment loan contracts. The Initial Receivables shall be purchased by the FCT with the proceeds of the issue of the Notes and the Residual Units. During the Revolving Period, the Seller may transfer further Receivables which satisfy the Eligibility Criteria to the FCT on each Subsequent Purchase Date subject to the satisfaction of the conditions precedent contained in this Offering Memorandum (see Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the Compartment - Revolving Period ). The Receivables transferred to the FCT during the Revolving Period will include payments on the Initial Receivables that are made on or after the First Purchase Date. The Additional Receivables will include payments that are made on or after the applicable Subsequent Purchase Date. Pursuant to the terms of the General Regulations and the Compartment Regulations, the Management Company will allocate the Purchased Receivables purchased by the FCT on each Purchase Date exclusively to the Compartment. Eligibility Criteria On the First Purchase Date, the Receivables transferred to the FCT shall be selected on the Initial Selection Date by the Seller, from its pool of receivables as satisfying, on the First Purchase Date, the Eligibility Criteria defined in this Section. Pursuant to the provisions of the Master Purchase Agreement, the Seller has guaranteed that the Receivables transferred to the FCT on any Subsequent Purchase Date will satisfy the Eligibility Criteria defined in this Section on such Subsequent Purchase Date. In order for a Receivable to satisfy the Eligibility Criteria on the relevant Purchase Date, (i) the Auto Loan Contract from which that Receivable arises must meet the Contracts Eligibility Criteria and (ii) the Receivable itself must meet the Receivables Eligibility Criteria: Contracts Eligibility Criteria 1. the Auto Loan Contract was executed by the Seller (or any other entity to the rights of which the Seller has succeeded) with one or several individuals, to finance the acquisition of a New Car or a Used Car, for personal use, in compliance with all applicable legal and regulatory provisions (including the Consumer Credit Legislation); 2. the Auto Loan Contract was executed within the framework an offer of credit, notwithstanding the amount of the Car financed; 3. where the Auto Loan Contract has been executed with several Debtors, these Debtors are jointly liable (co-débiteurs solidaires) for the full payment of the corresponding Receivable; 4. each Debtor is domiciled in the French metropolitan territory as of the signature date of the relevant Auto Loan Contract; 5. the Auto Loan Contract constitutes the valid, binding and enforceable contractual obligations of the Seller and the relevant Debtor(s); 93

95 6. the Auto Loan Contract does not contain legal flaws making it voidable, rescindable, or subject to legal termination; 7. the Auto Loan Contract was executed in connection with the execution of a sale relating to (i) a New Car of either the Peugeot or Citroën brand or (ii) a Used Car of any brand, between a Peugeot or a Citroën car dealer and the relevant Debtor(s); 8. the Auto Loan Contract (i) was executed by the Seller (or any other entity to the rights of which the Seller has succeeded) pursuant to its normal procedures in respect of the acceptance of and extension of auto financing loans, (ii) within the scope of its normal or habitual credit activity and (iii) has been managed in accordance with the Servicing Procedures; 9. to the best of the knowledge of the Seller, the Auto Loan Contract is not subject to a termination or rescission procedure started by the Debtor for a delivery defect with respect to the financed Car, or for hidden defects affecting the financed Car; 10. the Seller (or any other entity to the rights of which the Seller has succeeded) has not begun a rescission claim on the Auto Loan Contract for a breach by the Debtor(s) of its (their) obligations under the terms of the Auto Loan Contract and namely for the timely payment of the Instalments; 11. no authorization of deferred payment of principal and interest is provided in the Auto Loan Contract; 12. the Auto Loan Contract has not been executed with a member of the personnel of the PSA Group; 13. the Auto Loan Contract has been executed for the financing of only one Car (so as to ensure an identical number of Auto Loan Contracts, Receivables and financed Cars); 14. the Auto Loan Contract allows the Debtor(s) to subscribe for (subject however to the Debtors satisfying the applicable specific contractual conditions) Optional Supplementary Services relating to, and as the case may be: (i) a Collective Life Insurance Contract or a Collective Employment Insurance Contract; and/or (ii) an assistance-insurance policy valid for the duration of the financing granted; and/or (iii) maintenance services; and 15. the Auto Loan Contract is subject to French Law and any related claims is subject to the exclusive jurisdiction of the French courts. Receivables Eligibility Criteria 1. the Receivable arises from an Auto Loan Contract meeting the Contracts Eligibility Criteria; 2. the Receivable and the Ancillary Rights constitute valid and enforceable rights of the Seller; 3. the Receivable has been entirely made available and any possible payment exemption period has expired; 4. the Seller has full title to the Receivable and its Ancillary Rights and the Receivable and its Ancillary Rights are not subject, either totally or partially, to assignment, delegation or pledge, attachment, claim, set-off rights or encumbrance of whatever type such that there is no obstacle to the assignment of the Receivables and their Ancillary Rights; 5. the interest rate applicable to the Receivable is fixed; 6. the Receivable is either a Constant Instalments Receivable, a Balloon Receivable or a Variable Instalments Receivable; 7. the Receivable is denominated and payable in Euro; 94

96 8. the Receivable is neither a Defaulted Receivable, has not been accelerated and more generally is not doubtful, subject to litigation or frozen; 9. the Receivable gives rise to monthly instalments of principal and interest; 10. where the Receivable is a Balloon Receivable, it shall relate to the purchase of a New Car; 11. the payment of the Receivable is made by the automatic debit of a bank account (or of a postal bank account) authorised by the relevant Debtor(s) at the signature date of the Auto Loan Contract; 12. the Receivable includes strictly less than two (2) unpaid outstanding Instalments, and is not subject to any judicial recovery procedure; 13. to the best of the knowledge of the Seller, no Collective Insurer has substituted for the relevant Debtor(s) for the payment of the Receivable pursuant to a Collective Insurance Contract; 14. to the best of the knowledge of the Seller, the Receivable is not subject to any partial or a total Prepayment by the relevant Debtor; 15. to the best of the knowledge of the Seller, none of the Debtor is subject to a review by a commission responsible for reviewing the over-indebtedness of consumers (commission de surendettement des particuliers), to any judicial liquidation proceedings (procedure de rétablissement personnel), pursuant to the provisions of Titre III of Livre III of the Consumers Code, to any review by a jurisdiction pursuant to article of the Civil Code before a court, to any conservatory measures or forced execution measures which the Seller or any third party may apply, as the case may be, on the financed Car. 16. no Debtor can bring a claim against the Seller (or any entities succeeding to the rights of Seller) for the payment of any amounts relating to the relevant Receivable including any set-off claims between payments in respect of the Receivable and payments in respect of the Optional Supplementary Services. 17. on the relevant Selection Date, the Outstanding Balance of the Receivable shall be between EUR 500 and EUR 60,000; 18. the Effective Interest Rate of the Receivable is at least equal to 4% per annum; 19. the Receivable has a final Instalment Due Date which does not exceed 31 January 2019 and has a initial maturity of less than 75 months; 20. the Receivable has given rise to the effective and full payment of at least one (1) Instalment. As a result, the principal amount due after the payment of that Instalment is less than the initial amount of that Receivable; 21. the Receivable is scheduled to give rise to the payment of at least two (2) Instalments after the applicable Selection Date; and 22. each Receivable is individualised and identified in the information systems of the Seller, at the latest before the applicable Purchase Date, in such manner as to give the Management Company the means to individualise and identify the Purchased Receivables at any time on or after the applicable Purchase Date. 95

97 Representation, warranties and undertakings of the Seller with respect to the Receivables Representations and Warranties relating to the conformity of the Receivables Pursuant to the Master Purchase Agreement, the Seller shall represent and warrant to each of the Management Company and the Custodian, in respect of each Receivable transferred to the FCT on any Purchase Date, that: (a) (b) (c) (d) each Receivable complies with the Receivables Eligibility Criteria; each Auto Loan Contract relating to that Receivable complies with the Contracts Eligibility Criteria; the provision (if any) of the Auto Loan Contract which gives a list of third parties authorised to be transferees of personal data relating to the Debtor(s) is required by the French personal data protection law and does not intend to exclude the FCT or the Management Company from the potential transferees of such personal data; the Debtor has not granted any guarantee deposit to the Seller in connection with the Auto Loan Contract, as of such Purchase Date. Undertakings with respect to the Receivables - Global Portfolio Limits The limits defined below in respect of the Initial Receivables and the Additional Receivables are defined as the Global Portfolio Limits. Initial Receivables Pursuant to the Master Purchase Agreement, the Seller has undertaken that the Initial Receivables offered for purchase to the FCT shall comply with the following conditions on the Initial Purchase Date: (a) (b) (c) (d) the average of the Effective Interest Rates of the Initial Receivables allocated to the Compartment, weighted by their respective Effective Outstanding Balances as specified in the First Purchase Offer, shall not be less than 8.25%; the aggregate of the Effective Outstanding Balances of Receivables that are financing the purchase of a Used Car does not exceed 50% of the aggregate of the Effective Outstanding Balances of that Initial Receivables; and the aggregate of the Effective Outstanding Balances of Balloon Receivables does not exceed 8% of the aggregate of the Effective Outstanding Balances of that Initial Receivables; and the aggregate of the Effective Outstanding Balances of the Initial Receivables due by a Debtor and allocated to the Compartment does not exceed 0.05% of the aggregate of the Effective Outstanding Balances of those Initial Receivables. Additional Receivables Pursuant to the Master Purchase Agreement, the Seller has undertaken that on any Subsequent Selection Date, the Additional Receivables offered for purchase to the FCT shall comply with the following conditions: (a) the average of the Effective Interest Rates of the Receivables allocated to the Compartment, taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date, and weighted by their respective Effective Outstanding Balances as of the relevant 96

98 Determination Date or, as far as the Additional Receivables are concerned, by the Effective Outstanding Balance specified in the relevant Purchase Offer, shall not be less than 8.25%; (b) (c) (d) the ratio between (i) the aggregate of the Effective Outstanding Balances of the Receivables allocated to the Compartment that are financing the acquisition of a Used Car (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) and (ii) the aggregate of the Effective Outstanding Balances of all Receivables allocated to the Compartment (taking into account the Additional Receivables to be purchased by the FCT on that Subsequent Purchase Date) is lower than the Maximum Used Car Receivables Ratio as of that Subsequent Purchase Date; and the ratio between (i) the aggregate of the Effective Outstanding Balances of Balloon Receivables allocated to the Compartment (taking into account the Additional Receivables to be purchased by the FCT on that Subsequent Purchase Date) and (ii) the aggregate of the Effective Outstanding Balances of all Receivables allocated to the Compartment (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) is lower than the Maximum Balloon Receivables Ratio as of that Subsequent Purchase Date; and the aggregate of the Effective Outstanding Balances of the Receivables (taking into account the Additional Receivables to be purchased by the FCT on that Subsequent Purchase Date) due by a Debtor and allocated to the Compartment does not exceed 0.05% of the aggregate of the Effective Outstanding Balances of all Receivables allocated to the Compartment (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date). Additional Characteristics of the Receivables Prepayments Pursuant to the provisions of the Auto Loan Contracts, the Debtor(s) may prepay, totally or partially, the Receivables, it being understood that the prepayment of the Receivables may give rise to a payment by the relevant Debtor(s) of a prepayment indemnity, which amount is set out in the applicable provisions of the Consumers Code and of the Auto Loan Contract, it being specified however, that (i) the total or partial reimbursement of Receivables whose initial amount (as it exists on the execution date of the Auto Loan Contract between the Seller and the relevant Debtor(s)) is less than 21,500 (as established by article D of the Consumers Code, or any other amount as established by any subsequent decree) will not give rise to the payment of a prepayment indemnity and (ii) the Receivables for an initial amount (as it exists at the execution of the Auto Loan Contracts between the Seller and the relevant Debtor(s)) exceeding 21,500 may give rise to a payment of a prepayment penalties up to 6 % of the prepaid principal. Possible Ancillary Rights The payment of principal, interest, expenses and ancillary fees owed by the Debtors pursuant to the certain Receivables may be guaranteed, as the case may be, by: (i) a reserve of title clause (clause de réserve de propriété) (i) which transfers the property right in the financed Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) to which the Seller is subrogated, pursuant to article 1250 of the Civil Code, by the relevant PSA car dealer at the time of the execution of the corresponding Auto Loan Contract; or (ii) an automobile pledge (gage automobile) taken in compliance with (i) Decree no dated 30 September 1953 or (ii) in relation to Receivables originated after 1 July 2008, the provisions of articles 2351 to 2353 of the Civil Code governing automobile pledges (gage automobile). 97

99 STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES General Financial Characteristics The following section sets out the aggregated information relating to the portfolio of Receivables complying with the Eligibility Criteria selected by the Seller as of close of business on 6 July 2011 (the Initial Selection Date ). Information relating to the portfolio of Receivables On the Initial Selection Date and for the purposes of this Offering Memorandum, the portfolio comprised 234,872 auto loan contracts with an aggregate Outstanding Balance of 1,049,999,917 as of 6 July 2011, a weighted average Interest Rate weighted by their Outstanding Balances of 8.85 per cent. per annum. The average Outstanding Balance by auto loan contract of the portfolio was approximately 4,471 with an average seasoning of the selected auto loan contracts (as of their date of origination) of months and a weighted average remaining term to maturity of months. The statistical information set out in the following tables shows the characteristics of the portfolio of auto loan contracts selected by the Seller on the Initial Selection Date (columns of percentages may not add up to 100% due to rounding). The receivables arising from the auto loan contracts of the portfolio complied on such date with the Eligibility Criteria set out in this Offering Memorandum. The portfolio of the Receivables to be transferred by the Seller to the FCT on the Initial Purchase Date was randomly selected on 6 July 2011 from a pool of receivables complying with the Eligibility Criteria and selected in accordance with the same methodology as the provisional pool. The Purchased Receivables may differ from the portfolio of receivables selected on the Initial Selection Date. In addition, (a) (b) the composition of the portfolio of Purchased Receivables shall be progressively modified as a result of the amortisation of the Receivables, any prepayments, any losses related to the Receivables or the renegotiations entered into by the Servicer in accordance with the Servicing Procedures; and as some of the Purchased Receivables might also be subject to the rescission procedure and indemnification procedure, combined with a substitution, as provided for in the Master Purchase Agreement in case of non-conformity of such Purchased Receivables (if such non-conformity is not, or not capable of being, remedied), the composition of the pool of Purchased Receivables will change over time and, although the Seller will represent and warrant that any Receivables transferred to the FCT comply with the Eligibility Criteria and it is a condition precedent to each purchase of Additional Receivables that the Global Portfolio Limits be complied with on the immediately preceding Subsequent Selection Date (taking into account these Additional Receivables). Therefore, the actual characteristics of the Purchased Receivables pool may (i) change after the Closing Date and (ii) upon the start of the Amortisation Period or Accelerated Amortisation Period (if applicable), be substantially different from the actual characteristics of the portfolio of Purchased Receivables as of the Closing Date. These differences could result in faster or slower repayments or greater losses on the Notes than what would have been the case based on the portfolio of Purchased Receivables as of the Closing Date. 98

100 Initial Outstanding Balance in EUR Percentage of Initial Outstanding Balance in EUR Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance [ , [ % 2.63% [ 2, , [ % 21.65% [ 4, , [ % 12.65% [ 6, , [ % 9.68% [ 8, , [ % 10.46% [ 10, , [ % 12.44% [ 12, , [ % 8.67% [ 14, , [ % 6.82% [ 16, , [ % 4.73% [ 18, , [ % 3.34% [ 20, , [ % 2.60% [ 22, , [ % 1.67% [ 24, , [ % 1.09% [ 26, , [ % 0.59% [ 28, , [ % 0.35% [ 30, , [ % 0.21% [ 32, , [ % 0.15% [ 34, , [ % 0.11% [ 36, , [ % 0.05% [ 38, , [ % 0.04% [ 40, , [ % 0.09% Total % % Minimum Initial Outstanding Balance in EUR (EUR) Maximum Initial Outstanding Balance in EUR (EUR) Average Initial Outstanding Balance in EUR (EUR) Outstanding Principal Balance in EUR Percentage of Outstanding Principal Balance in EUR Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance [ , [ % 7.84% [ 2, , [ % 25.57% [ 4, , [ % 13.07% [ 6, , [ % 12.83% [ 8, , [ % 12.32% [ 10, , [ % 8.71% [ 12, , [ % 6.73% [ 14, , [ % 4.69% [ 16, , [ % 2.99% [ 18, , [ % 2.03% [ 20, , [ % 1.31% [ 22, , [ % 0.83% [ 24, , [ % 0.46% [ 26, , [ % 0.21% [ 28, , [ % 0.15% [ 30, , [ % 0.12% [ 32, , [ % 0.05% [ 34, , [ % 0.02% [ 36, , [ % 0.02% [ 38, , [ % 0.02% [ 40, , [ % 0.03% Total % % Minimum Outstanding Principal Balance in EUR (EUR) Maximum Outstanding Principal Balance in EUR (EUR) Average Outstanding Principal Balance in EUR (EUR)

101 Original Loan to Value Ratio in % Original Loan to Value Ratio in % Range (%) Number of Contracts Aggregate Outstanding Principal Balance Percentage of Aggregate Outstanding Percentage of Contracts Principal Balance ] 0.00% % ] % 1.95% ]10.00% % ] % 13.76% ] 20.00% % ] % 11.43% ] 30.00% % ] % 7.61% ] 40.00% % ] % 7.26% ] 50.00% % ] % 7.16% ] 60.00% % ] % 9.15% ] 70.00% % ] % 12.80% ] 80.00% % ] % 8.78% ] 90.00% % ] % 20.10% Total % % Minimum Original Loan to Value Ratio in % (%) 3.03% Maximum Original Loan to Value Ratio in % (%) % Weighted Average Original Loan to Value Ratio in % (%) 57.85% Original Term to Maturity in Months Percentage of Original Term to Maturity in Months Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance [ [ % 1.22% [ [ % 0.14% [ [ % 2.21% [ [ % 0.18% [ [ % 6.69% [ [ % 0.09% [ [ % 11.56% [ [ % 0.14% [ [ % 72.84% [ [ % 0.12% [ [ % 4.82% Total % % Minimum Original Term to Maturity in Months (Months) 12 Maximum Original Term to Maturity in Months (Months) 74 Weighted Average Original Term to Maturity in Months (Months) Remaining Term to Maturity in Months Remaining Term to Maturity in Months Number of Contracts Aggregate Outstanding Principal Balance Percentage of Aggregate Outstanding Percentage of Contracts Principal Balance [ [ % 0.50% [ [ % 2.09% [ [ % 1.90% [ [ % 4.18% [ [ % 9.05% [ [ % 8.60% [ [ % 10.47% [ [ % 19.40% [ [ % 21.01% [ [ % 21.40% [ [ % 0.73% [ [ % 0.66% Total % % Minimum Remaining Term to Maturity in Months (Months) 2 Maximum Remaining Term to Maturity in Months (Months) 69 Weighted Average Remaining Term to Maturity in Months (Months)

102 Seasoning in Months Percentage of Seasoning in Months Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance [ [ % 22.27% [ [ % 29.20% [ [ % 22.68% [ [ % 10.70% [ [ % 4.53% [ [ % 7.49% [ [ % 2.56% [ [ % 0.25% [ [ % 0.27% [ [ % 0.04% [ [ % 0.01% [ [ % 0.00% Total % % Minimum Seasoning in Months (Months) 2 Maximum Seasoning in Months (Months) 70 Weighted Average Seasoning in Months (Months) Contractual Interest Rate in % (Nominal) Percentage of Contractual Interest Rate in % Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance [ 4.00% % [ % 0.29% [ 5.00% % [ % 5.46% [ 6.00% % [ % 14.61% [ 7.00% % [ % 16.78% [ 8.00% % [ % 22.71% [ 9.00% % [ % 18.00% [ 10.00% % [ % 13.64% [ 11.00% % [ % 5.12% [ 12.00% % [ % 3.37% [ 13.00% % [ % 0.01% Total % % Minimum Contractual Interest Rate in % (Nominal) (%) 4.01% Maximum Contractual Interest Rate in % (Nominal) (%) 13.00% Weighted Average Contractual Interest Rate in % (Nominal) (%) 8.85% 101

103 Region in of Residence Percentage of Region in of Residence Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance Ile de France % 11.63% Provence-Alpes-Côte-d'Azur % 10.11% Rhône-Alpes % 9.82% Nord-Pas-de-Calais % 7.73% Aquitaine % 6.34% Bretagne % 5.24% Languedoc-Roussillon % 5.04% Midi-Pyrénées % 4.72% Picardie % 4.34% Lorraine % 4.18% Pays de Loire % 4.05% Centre % 3.71% Haute Normandie % 3.40% Alsace % 3.16% Poitou-Charentes % 2.71% Bourgogne % 2.60% Basse Normandie % 2.59% Franche-Comté % 2.53% Champagne-Ardenne % 2.14% Auvergne % 1.98% Limousin % 1.27% Corse % 0.71% Total % % Car Make Percentage of Car Make Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance PEUGEOT % 48.71% CITROEN % 47.29% OTHERS % 4.00% Total % % Purpose of Financing Percentage of Purpose of Financing Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance New % 60.05% Used % 39.95% Total % % Contract Type Percentage of Contract Type Number of Contracts Aggregate Outstanding Principal Balance Aggregate Outstanding Percentage of Contracts Principal Balance Constant and Variable Instalments % 94.30% Balloon % 5.70% Total % % 102

104 HISTORICAL PERFORMANCE DATA The historical information and the other information set out below represent the historical experience of the Seller. None of the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Joint Lead Managers or Joint Arrangers has undertaken or will undertake any investigation, review or searches to verify the historical information. Because this historical information was extracted for the period from the first quarter 2004 to the fourth quarter 2010, a significant number of Receivables purchased by the FCT may not have arisen from an Auto Loan Contract being part of the portfolio of Auto Loan Contracts. In addition, the future performance of the Purchased Receivables might differ from these historical information and such differences might be significant. The Seller (Crédipar) has extracted data on the historical performance of the entire auto loan portfolio managed in the EKIP system in place since the beginning of the third quarter in The tables below show historical data on gross and net losses, for the period from the first quarter of 2004 to the fourth quarter of In addition, historical data on delinquencies for the period from the first quarter of 2004 to the fourth quarter of 2010 and prepayments for the period starting on January 2004 to and ending in December 2010 are provided. The default and net loss data displayed below is in static format and shows cumulative gross losses in relation to defaulted auto loans and related net losses, for each portfolio of auto loans originated in a particular quarter (individual using the car for private purposes, excluding employees and affiliates of the PSA Group), expressed as a percentage of the original principal balance of that portfolio. Cumulative gross losses are calculated as the addition of defaulted loans. Net losses are calculated by deducting the car sales proceeds as well as any other recoveries from the gross losses (recoveries are shown in the quarter where cash flow is effectively received by the Seller). 103

105 Constant and Variable Instalment Loans Cumulative quarterly gross losses (in percentages) Gross Losses Quarter of Origination Used Cars Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 04Q1 0.00% 0.03% 0.35% 0.60% 0.99% 1.34% 1.64% 2.01% 2.17% 2.40% 2.63% 2.89% 3.06% 3.22% 3.31% 3.39% 3.44% 3.51% 3.58% 3.63% 3.68% 3.72% 3.78% 3.81% 3.84% 04Q2 0.01% 0.12% 0.52% 0.82% 1.17% 1.47% 1.78% 2.09% 2.29% 2.63% 2.86% 3.01% 3.15% 3.27% 3.37% 3.44% 3.53% 3.64% 3.73% 3.83% 3.88% 3.93% 3.97% 3.99% 4.03% 04Q3 0.01% 0.14% 0.38% 0.68% 0.99% 1.33% 1.63% 1.95% 2.20% 2.46% 2.72% 2.88% 3.04% 3.13% 3.26% 3.35% 3.39% 3.53% 3.59% 3.65% 3.69% 3.72% 3.73% 3.76% 3.79% 04Q4 0.02% 0.17% 0.50% 0.87% 1.20% 1.42% 1.74% 2.01% 2.31% 2.53% 2.71% 2.85% 2.97% 3.11% 3.17% 3.25% 3.35% 3.42% 3.50% 3.58% 3.63% 3.65% 3.70% 3.72% 3.73% 05Q1 0.01% 0.11% 0.32% 0.64% 0.95% 1.30% 1.53% 1.83% 2.07% 2.26% 2.45% 2.56% 2.68% 2.76% 2.83% 2.94% 3.01% 3.08% 3.15% 3.20% 3.25% 3.30% 3.31% 3.34% 05Q2 0.03% 0.16% 0.46% 0.80% 1.07% 1.40% 1.73% 2.05% 2.37% 2.60% 2.81% 3.01% 3.11% 3.26% 3.34% 3.48% 3.61% 3.71% 3.80% 3.86% 3.89% 3.95% 3.98% 05Q3 0.03% 0.18% 0.59% 0.99% 1.38% 1.71% 2.04% 2.31% 2.54% 2.71% 2.95% 3.10% 3.28% 3.39% 3.55% 3.67% 3.76% 3.87% 3.93% 4.03% 4.08% 4.12% 05Q4 0.04% 0.19% 0.40% 0.84% 1.29% 1.64% 1.89% 2.16% 2.33% 2.50% 2.65% 2.81% 2.93% 3.06% 3.17% 3.25% 3.38% 3.45% 3.50% 3.57% 3.62% 06Q1 0.02% 0.09% 0.47% 0.80% 1.07% 1.24% 1.44% 1.68% 1.89% 2.04% 2.18% 2.34% 2.47% 2.64% 2.77% 2.90% 3.01% 3.14% 3.20% 3.30% 06Q2 0.03% 0.15% 0.60% 0.98% 1.27% 1.54% 1.73% 1.96% 2.09% 2.28% 2.49% 2.65% 2.81% 2.97% 3.04% 3.14% 3.24% 3.33% 3.41% 06Q3 0.04% 0.26% 0.58% 1.00% 1.17% 1.42% 1.66% 1.79% 1.95% 2.14% 2.36% 2.57% 2.72% 2.84% 2.98% 3.09% 3.18% 3.26% 06Q4 0.02% 0.22% 0.49% 0.78% 1.05% 1.28% 1.45% 1.67% 1.88% 2.09% 2.28% 2.47% 2.62% 2.73% 2.84% 2.98% 3.09% 07Q1 0.00% 0.10% 0.37% 0.70% 0.97% 1.19% 1.37% 1.58% 1.78% 1.99% 2.22% 2.49% 2.63% 2.72% 2.87% 2.98% 07Q2 0.02% 0.15% 0.47% 0.73% 0.89% 1.22% 1.56% 1.88% 2.20% 2.50% 2.73% 2.89% 3.11% 3.26% 3.40% 07Q3 0.02% 0.18% 0.46% 0.72% 1.00% 1.37% 1.74% 2.09% 2.41% 2.66% 2.92% 3.13% 3.41% 3.57% 07Q4 0.05% 0.22% 0.39% 0.67% 0.96% 1.38% 1.71% 2.00% 2.25% 2.47% 2.67% 2.91% 3.10% 08Q1 0.02% 0.06% 0.27% 0.61% 1.03% 1.31% 1.62% 1.86% 2.09% 2.37% 2.64% 2.78% 08Q2 0.02% 0.08% 0.54% 1.02% 1.37% 1.86% 2.15% 2.32% 2.63% 2.94% 3.15% 08Q3 0.02% 0.08% 0.47% 1.00% 1.44% 1.96% 2.27% 2.61% 2.88% 3.16% 08Q4 0.02% 0.16% 0.49% 0.97% 1.42% 1.82% 2.11% 2.42% 2.62% 09Q1 0.03% 0.09% 0.37% 0.73% 1.09% 1.35% 1.66% 1.95% 09Q2 0.01% 0.06% 0.30% 0.55% 0.75% 0.99% 1.29% 09Q3 0.01% 0.10% 0.33% 0.63% 0.95% 1.36% 09Q4 0.00% 0.05% 0.23% 0.48% 0.62% 10Q1 0.00% 0.08% 0.20% 0.43% 10Q2 0.00% 0.04% 0.29% 10Q3 0.00% 0.06% 10Q4 0.00% Cumulative quarterly net losses (in percentages) Net Losses Quarter of Origination Used Cars Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 04Q1 0.00% 0.03% 0.32% 0.48% 0.80% 1.00% 1.21% 1.44% 1.42% 1.57% 1.82% 1.95% 1.97% 2.06% 2.07% 2.08% 2.06% 2.08% 2.10% 2.10% 2.12% 2.13% 2.14% 2.13% 2.12% 04Q2 0.01% 0.10% 0.40% 0.58% 0.76% 0.97% 1.17% 1.18% 1.26% 1.72% 1.73% 1.72% 1.77% 1.79% 1.79% 1.79% 1.83% 1.89% 1.93% 1.97% 1.97% 1.98% 1.99% 1.99% 1.99% 04Q3 0.01% 0.12% 0.32% 0.53% 0.74% 0.96% 0.99% 1.14% 1.47% 1.57% 1.66% 1.70% 1.74% 1.74% 1.80% 1.82% 1.80% 1.89% 1.90% 1.90% 1.90% 1.91% 1.88% 1.88% 1.87% 04Q4 0.02% 0.16% 0.38% 0.65% 0.86% 0.83% 0.98% 1.35% 1.45% 1.42% 1.50% 1.56% 1.59% 1.64% 1.65% 1.67% 1.73% 1.75% 1.78% 1.80% 1.82% 1.80% 1.81% 1.80% 1.78% 05Q1 0.01% 0.08% 0.29% 0.49% 0.53% 0.77% 1.04% 1.19% 1.24% 1.29% 1.40% 1.41% 1.44% 1.45% 1.47% 1.51% 1.52% 1.55% 1.59% 1.58% 1.60% 1.63% 1.61% 1.60% 05Q2 0.03% 0.14% 0.35% 0.38% 0.55% 0.99% 1.13% 1.22% 1.36% 1.49% 1.58% 1.67% 1.68% 1.74% 1.76% 1.83% 1.88% 1.94% 1.97% 1.99% 1.99% 2.01% 2.02% 05Q3 0.02% 0.14% 0.28% 0.50% 1.03% 1.14% 1.27% 1.42% 1.55% 1.66% 1.80% 1.83% 1.94% 2.01% 2.08% 2.15% 2.19% 2.23% 2.21% 2.26% 2.25% 2.26% 05Q4 0.03% 0.15% 0.27% 0.67% 0.91% 0.92% 1.06% 1.17% 1.25% 1.31% 1.35% 1.45% 1.49% 1.59% 1.64% 1.67% 1.71% 1.71% 1.71% 1.73% 1.73% 06Q1 0.02% 0.07% 0.39% 0.50% 0.59% 0.68% 0.79% 0.96% 1.08% 1.14% 1.23% 1.32% 1.39% 1.51% 1.59% 1.65% 1.70% 1.76% 1.79% 1.85% 06Q2 0.03% 0.13% 0.44% 0.63% 0.79% 0.95% 1.01% 1.13% 1.17% 1.30% 1.42% 1.51% 1.61% 1.66% 1.69% 1.72% 1.78% 1.82% 1.85% 06Q3 0.04% 0.24% 0.33% 0.59% 0.64% 0.82% 0.95% 1.01% 1.12% 1.24% 1.36% 1.50% 1.57% 1.62% 1.69% 1.75% 1.77% 1.81% 06Q4 0.02% 0.20% 0.35% 0.52% 0.66% 0.79% 0.87% 1.03% 1.15% 1.28% 1.42% 1.54% 1.62% 1.64% 1.69% 1.76% 1.81% 07Q1 0.01% 0.10% 0.31% 0.52% 0.71% 0.84% 0.98% 1.13% 1.27% 1.44% 1.59% 1.77% 1.83% 1.85% 1.93% 1.99% 07Q2 0.02% 0.14% 0.40% 0.55% 0.62% 0.86% 1.10% 1.31% 1.53% 1.74% 1.85% 1.91% 2.05% 2.12% 2.20% 07Q3 0.01% 0.16% 0.36% 0.53% 0.73% 0.99% 1.24% 1.47% 1.70% 1.86% 2.04% 2.12% 2.32% 2.37% 07Q4 0.04% 0.17% 0.32% 0.52% 0.73% 1.04% 1.26% 1.48% 1.63% 1.77% 1.87% 2.03% 2.14% 08Q1 0.02% 0.05% 0.25% 0.55% 0.88% 1.08% 1.29% 1.47% 1.62% 1.81% 2.01% 2.09% 08Q2 0.02% 0.07% 0.51% 0.87% 1.13% 1.53% 1.70% 1.78% 2.00% 2.26% 2.38% 08Q3 0.02% 0.08% 0.44% 0.89% 1.20% 1.54% 1.74% 1.94% 2.09% 2.28% 08Q4 0.02% 0.15% 0.46% 0.79% 1.13% 1.43% 1.57% 1.81% 1.93% 09Q1 0.03% 0.07% 0.34% 0.64% 0.89% 1.06% 1.29% 1.50% 09Q2 0.01% 0.06% 0.25% 0.41% 0.56% 0.77% 0.97% 09Q3 0.01% 0.08% 0.29% 0.51% 0.78% 1.10% 09Q4 0.00% 0.05% 0.19% 0.41% 0.51% 10Q1 0.00% 0.07% 0.18% 0.38% 10Q2 0.00% 0.04% 0.28% 10Q3 0.00% 0.06% 10Q4 0.00% 104

106 Cumulative quarterly gross losses (in percentages) Gross Losses Quarter of Origination New Cars Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 04Q1 0.00% 0.07% 0.20% 0.39% 0.57% 0.75% 0.86% 1.01% 1.09% 1.20% 1.35% 1.44% 1.55% 1.58% 1.62% 1.64% 1.66% 1.72% 1.74% 1.76% 1.80% 1.82% 1.85% 1.86% 1.88% 04Q2 0.01% 0.02% 0.22% 0.37% 0.43% 0.64% 0.80% 0.87% 0.96% 1.10% 1.21% 1.36% 1.44% 1.46% 1.50% 1.53% 1.58% 1.62% 1.65% 1.69% 1.71% 1.72% 1.73% 1.74% 1.76% 04Q3 0.01% 0.08% 0.35% 0.47% 0.59% 0.78% 0.95% 1.13% 1.26% 1.42% 1.53% 1.65% 1.72% 1.80% 1.86% 1.89% 1.91% 1.96% 1.97% 2.00% 2.02% 2.03% 2.05% 2.08% 2.09% 04Q4 0.01% 0.07% 0.17% 0.48% 0.65% 0.69% 0.79% 1.00% 1.14% 1.25% 1.35% 1.40% 1.45% 1.53% 1.58% 1.61% 1.64% 1.67% 1.71% 1.73% 1.72% 1.72% 1.74% 1.75% 1.76% 05Q1 0.00% 0.14% 0.21% 0.35% 0.46% 0.59% 0.74% 0.97% 1.05% 1.16% 1.28% 1.36% 1.38% 1.39% 1.44% 1.50% 1.52% 1.55% 1.57% 1.59% 1.61% 1.61% 1.62% 1.63% 05Q2 0.00% 0.05% 0.19% 0.33% 0.43% 0.55% 0.72% 0.93% 1.02% 1.15% 1.23% 1.25% 1.29% 1.39% 1.42% 1.44% 1.49% 1.56% 1.60% 1.63% 1.65% 1.66% 1.67% 05Q3 0.01% 0.16% 0.21% 0.37% 0.63% 0.82% 1.02% 1.22% 1.31% 1.45% 1.55% 1.60% 1.66% 1.69% 1.76% 1.80% 1.86% 1.89% 1.91% 1.93% 1.95% 1.99% 05Q4 0.02% 0.11% 0.19% 0.36% 0.47% 0.64% 0.79% 0.89% 1.01% 1.09% 1.14% 1.18% 1.25% 1.30% 1.36% 1.42% 1.47% 1.50% 1.51% 1.54% 1.56% 06Q1 0.00% 0.11% 0.22% 0.42% 0.57% 0.71% 0.86% 0.93% 1.00% 1.05% 1.13% 1.23% 1.29% 1.35% 1.42% 1.45% 1.49% 1.53% 1.57% 1.59% 06Q2 0.00% 0.06% 0.22% 0.43% 0.62% 0.77% 0.95% 1.03% 1.08% 1.13% 1.19% 1.25% 1.31% 1.34% 1.39% 1.41% 1.47% 1.52% 1.53% 06Q3 0.00% 0.11% 0.32% 0.48% 0.57% 0.70% 0.82% 0.93% 1.02% 1.13% 1.25% 1.39% 1.44% 1.51% 1.54% 1.62% 1.64% 1.71% 06Q4 0.00% 0.07% 0.21% 0.31% 0.38% 0.49% 0.57% 0.65% 0.76% 0.90% 1.01% 1.11% 1.15% 1.19% 1.24% 1.33% 1.39% 07Q1 0.01% 0.09% 0.22% 0.36% 0.46% 0.58% 0.68% 0.81% 0.89% 0.97% 1.07% 1.22% 1.32% 1.35% 1.42% 1.47% 07Q2 0.01% 0.07% 0.22% 0.30% 0.37% 0.58% 0.70% 0.85% 0.94% 1.06% 1.17% 1.26% 1.35% 1.44% 1.47% 07Q3 0.00% 0.06% 0.21% 0.35% 0.52% 0.67% 0.81% 0.87% 1.12% 1.27% 1.33% 1.44% 1.51% 1.58% 07Q4 0.02% 0.09% 0.28% 0.37% 0.50% 0.62% 0.78% 0.87% 1.04% 1.14% 1.27% 1.37% 1.45% 08Q1 0.00% 0.06% 0.17% 0.22% 0.35% 0.44% 0.59% 0.70% 0.86% 0.96% 1.00% 1.11% 08Q2 0.01% 0.06% 0.08% 0.20% 0.33% 0.48% 0.66% 0.78% 0.94% 1.06% 1.18% 08Q3 0.00% 0.01% 0.17% 0.34% 0.45% 0.73% 0.88% 1.06% 1.16% 1.32% 08Q4 0.00% 0.05% 0.15% 0.24% 0.31% 0.41% 0.54% 0.63% 0.80% 09Q1 0.00% 0.04% 0.08% 0.18% 0.33% 0.44% 0.54% 0.66% 09Q2 0.00% 0.01% 0.07% 0.22% 0.34% 0.49% 0.56% 09Q3 0.00% 0.00% 0.13% 0.27% 0.38% 0.46% 09Q4 0.00% 0.02% 0.07% 0.16% 0.29% 10Q1 0.01% 0.07% 0.13% 0.28% 10Q2 0.05% 0.06% 0.17% 10Q3 0.00% 0.08% 10Q4 0.01% Cumulative quarterly net losses (in percentages) Net Losses Quarter of Origination New Cars Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 04Q1 0.00% 0.05% 0.15% 0.29% 0.43% 0.53% 0.58% 0.66% 0.62% 0.67% 0.81% 0.82% 0.83% 0.82% 0.84% 0.82% 0.83% 0.83% 0.82% 0.81% 0.83% 0.83% 0.83% 0.82% 0.82% 04Q2 0.01% 0.01% 0.20% 0.26% 0.27% 0.40% 0.48% 0.49% 0.50% 0.65% 0.67% 0.72% 0.73% 0.71% 0.70% 0.71% 0.74% 0.75% 0.75% 0.76% 0.76% 0.75% 0.75% 0.74% 0.75% 04Q3 0.01% 0.06% 0.26% 0.30% 0.37% 0.51% 0.50% 0.56% 0.71% 0.75% 0.72% 0.76% 0.78% 0.81% 0.80% 0.80% 0.79% 0.80% 0.79% 0.80% 0.81% 0.80% 0.80% 0.81% 0.82% 04Q4 0.01% 0.04% 0.12% 0.32% 0.35% 0.35% 0.42% 0.62% 0.62% 0.62% 0.64% 0.65% 0.65% 0.68% 0.68% 0.69% 0.67% 0.69% 0.71% 0.71% 0.70% 0.70% 0.70% 0.70% 0.69% 05Q1 0.00% 0.12% 0.11% 0.22% 0.22% 0.25% 0.41% 0.53% 0.51% 0.56% 0.59% 0.61% 0.62% 0.63% 0.64% 0.67% 0.64% 0.66% 0.65% 0.65% 0.65% 0.64% 0.65% 0.66% 05Q2 0.00% 0.05% 0.16% 0.20% 0.25% 0.41% 0.48% 0.53% 0.54% 0.60% 0.61% 0.60% 0.61% 0.66% 0.66% 0.66% 0.68% 0.72% 0.73% 0.74% 0.74% 0.73% 0.73% 05Q3 0.01% 0.12% 0.10% 0.20% 0.41% 0.45% 0.44% 0.57% 0.60% 0.70% 0.72% 0.73% 0.75% 0.77% 0.79% 0.80% 0.83% 0.82% 0.83% 0.83% 0.82% 0.83% 05Q4 0.02% 0.10% 0.12% 0.23% 0.28% 0.31% 0.40% 0.43% 0.49% 0.48% 0.49% 0.51% 0.55% 0.55% 0.58% 0.62% 0.64% 0.66% 0.66% 0.67% 0.67% 06Q1 0.00% 0.10% 0.16% 0.31% 0.37% 0.43% 0.51% 0.49% 0.49% 0.51% 0.53% 0.58% 0.61% 0.65% 0.69% 0.70% 0.72% 0.74% 0.75% 0.74% 06Q2 0.00% 0.06% 0.13% 0.29% 0.39% 0.46% 0.55% 0.55% 0.53% 0.57% 0.60% 0.62% 0.64% 0.66% 0.65% 0.64% 0.68% 0.70% 0.68% 06Q3 0.00% 0.09% 0.21% 0.31% 0.30% 0.38% 0.42% 0.44% 0.49% 0.57% 0.64% 0.73% 0.77% 0.80% 0.82% 0.87% 0.85% 0.89% 06Q4 0.00% 0.06% 0.12% 0.19% 0.25% 0.28% 0.32% 0.35% 0.42% 0.51% 0.56% 0.61% 0.61% 0.61% 0.63% 0.68% 0.73% 07Q1 0.01% 0.07% 0.16% 0.24% 0.27% 0.30% 0.37% 0.43% 0.49% 0.54% 0.60% 0.68% 0.70% 0.71% 0.74% 0.76% 07Q2 0.01% 0.06% 0.15% 0.17% 0.20% 0.31% 0.35% 0.45% 0.49% 0.55% 0.63% 0.66% 0.70% 0.73% 0.71% 07Q3 0.00% 0.06% 0.16% 0.24% 0.35% 0.42% 0.50% 0.54% 0.72% 0.82% 0.86% 0.93% 0.97% 0.99% 07Q4 0.02% 0.06% 0.23% 0.27% 0.34% 0.42% 0.53% 0.56% 0.67% 0.72% 0.77% 0.83% 0.89% 08Q1 0.00% 0.06% 0.16% 0.18% 0.27% 0.32% 0.42% 0.48% 0.57% 0.66% 0.66% 0.73% 08Q2 0.01% 0.05% 0.06% 0.16% 0.27% 0.35% 0.51% 0.57% 0.66% 0.69% 0.77% 08Q3 0.00% 0.01% 0.11% 0.24% 0.31% 0.56% 0.64% 0.73% 0.75% 0.84% 08Q4 0.00% 0.05% 0.14% 0.22% 0.25% 0.33% 0.41% 0.49% 0.60% 09Q1 0.00% 0.03% 0.06% 0.13% 0.19% 0.27% 0.32% 0.42% 09Q2 0.00% 0.01% 0.07% 0.17% 0.25% 0.35% 0.40% 09Q3 0.00% 0.00% 0.10% 0.16% 0.25% 0.29% 09Q4 0.00% 0.02% 0.06% 0.14% 0.24% 10Q1 0.01% 0.07% 0.11% 0.24% 10Q2 0.05% 0.05% 0.15% 10Q3 0.00% 0.07% 10Q4 0.01% 105

107 Balloon Loans Cumulative quarterly gross losses (in percentages) Gross Losses Quarter of Origination New Cars Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 04Q1 0.00% 0.00% 0.00% 0.04% 0.22% 0.53% 0.53% 0.74% 0.92% 0.92% 0.93% 1.01% 1.02% 1.02% 1.08% 1.29% 1.36% 1.36% 1.42% 1.46% 1.46% 1.46% 1.54% 1.54% 1.54% 04Q2 0.00% 0.09% 0.09% 0.26% 0.26% 0.47% 0.60% 0.97% 1.17% 1.17% 1.51% 1.63% 1.63% 1.65% 1.65% 1.66% 1.66% 1.66% 1.77% 1.77% 1.77% 1.77% 1.79% 1.81% 1.81% 04Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.43% 0.45% 0.46% 0.72% 0.95% 0.95% 0.95% 0.95% 1.15% 1.15% 1.15% 1.15% 1.15% 1.17% 1.17% 1.17% 1.17% 1.17% 1.21% 1.21% 04Q4 0.00% 0.00% 0.00% 0.00% 0.20% 0.37% 0.37% 0.48% 0.69% 0.99% 0.99% 0.99% 0.99% 1.18% 1.18% 1.28% 1.28% 1.28% 1.41% 1.49% 1.49% 1.49% 1.53% 1.53% 1.58% 05Q1 0.00% 0.00% 0.31% 0.31% 0.53% 0.75% 0.75% 0.78% 0.79% 0.95% 0.95% 1.09% 1.09% 1.09% 1.23% 1.23% 1.48% 1.48% 1.48% 1.48% 1.48% 1.57% 1.57% 1.57% 05Q2 0.00% 0.00% 0.00% 0.00% 0.01% 0.26% 0.26% 0.26% 0.27% 0.27% 0.62% 0.62% 0.62% 0.62% 0.81% 0.81% 0.81% 0.81% 0.81% 0.82% 0.82% 0.82% 1.02% 05Q3 0.00% 0.00% 0.40% 0.40% 0.40% 0.76% 0.76% 1.03% 1.05% 1.05% 1.94% 1.94% 2.07% 2.07% 2.26% 2.26% 2.26% 2.49% 2.49% 2.49% 2.49% 2.49% 05Q4 0.00% 0.00% 0.00% 0.00% 0.12% 0.14% 0.14% 0.14% 0.39% 0.39% 0.91% 1.18% 1.18% 1.18% 1.50% 1.50% 1.61% 1.61% 1.61% 1.61% 1.61% 06Q1 0.00% 0.29% 0.29% 0.64% 0.93% 0.94% 1.18% 1.18% 1.41% 1.41% 1.41% 1.74% 1.87% 2.06% 2.07% 2.07% 2.07% 2.07% 2.07% 2.07% 06Q2 0.00% 0.01% 0.01% 0.01% 0.01% 0.37% 0.37% 0.57% 0.57% 0.70% 1.12% 1.13% 1.13% 1.13% 1.37% 1.37% 1.59% 1.88% 1.89% 06Q3 0.00% 0.01% 0.02% 0.02% 0.02% 1.13% 1.75% 1.75% 1.75% 1.76% 1.76% 1.77% 2.10% 2.28% 2.28% 2.41% 2.41% 2.41% 06Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.28% 0.81% 1.48% 1.61% 1.89% 2.15% 2.15% 2.15% 2.26% 2.26% 07Q1 0.01% 0.01% 0.38% 0.40% 0.52% 0.52% 0.52% 0.52% 0.67% 0.67% 0.67% 0.82% 0.82% 0.94% 1.34% 1.34% 07Q2 0.00% 0.14% 0.15% 0.32% 0.32% 0.33% 0.73% 0.95% 1.30% 1.55% 1.97% 2.18% 2.34% 2.44% 2.66% 07Q3 0.00% 0.26% 0.63% 0.63% 0.64% 0.77% 0.78% 0.79% 1.61% 1.61% 1.81% 1.82% 2.16% 2.26% 07Q4 0.00% 0.18% 0.38% 0.38% 0.39% 0.41% 0.55% 0.63% 0.65% 0.92% 1.16% 1.16% 1.24% 08Q1 0.00% 0.00% 0.00% 0.00% 0.00% 0.15% 0.67% 0.67% 1.20% 1.52% 1.85% 1.93% 08Q2 0.00% 0.03% 0.04% 0.61% 0.61% 0.61% 0.61% 1.41% 1.41% 1.42% 1.56% 08Q3 0.00% 0.00% 0.00% 0.01% 0.55% 0.55% 0.78% 1.26% 1.27% 1.59% 08Q4 0.00% 0.00% 0.11% 0.13% 0.50% 0.80% 0.87% 0.90% 1.05% 09Q1 0.00% 0.00% 0.10% 0.39% 0.68% 0.68% 1.00% 1.13% 09Q2 0.20% 0.21% 0.21% 0.21% 0.45% 0.50% 1.36% 09Q3 0.00% 0.04% 0.17% 0.51% 0.62% 0.86% 09Q4 0.00% 0.01% 0.11% 0.21% 0.22% 10Q1 0.02% 0.02% 0.14% 0.33% 10Q2 0.00% 0.19% 0.20% 10Q3 0.00% 0.00% 10Q4 0.00% Cumulative quarterly net losses (in percentages) Net Losses Quarter of Origination New Cars Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 04Q1 0.00% 0.00% 0.00% 0.04% 0.08% 0.38% 0.21% 0.41% 0.37% 0.18% 0.27% 0.32% 0.22% 0.20% 0.21% 0.36% 0.20% 0.20% 0.24% 0.26% 0.25% 0.23% 0.29% 0.27% 0.26% 04Q2 0.00% 0.09% 0.01% 0.18% 0.01% 0.11% 0.24% 0.30% 0.66% 0.74% 0.95% 0.86% 0.83% 0.79% 0.77% 0.76% 0.75% 0.75% 0.84% 0.83% 0.83% 0.82% 0.80% 0.77% 0.75% 04Q3 0.00% 0.00% 0.00% 0.00% 0.00% 0.39% 0.31% 0.47% 0.73% 0.77% 0.44% 0.42% 0.41% 0.60% 0.58% 0.57% 0.56% 0.56% 0.58% 0.57% 0.56% 0.56% 0.56% 0.60% 0.58% 04Q4 0.00% 0.00% 0.00% 0.00% 0.16% 0.25% 0.12% 0.24% 0.44% 0.52% 0.52% 0.52% 0.31% 0.50% 0.49% 0.56% 0.54% 0.53% 0.65% 0.65% 0.63% 0.63% 0.67% 0.66% 0.71% 05Q1 0.00% 0.00% 0.26% 0.15% 0.37% 0.40% 0.61% 0.64% 0.54% 0.70% 0.71% 0.86% 0.88% 0.72% 0.86% 0.71% 0.98% 0.98% 0.90% 0.90% 0.90% 0.99% 0.99% 0.98% 05Q2 0.00% 0.00% 0.00% 0.00% 0.00% 0.25% 0.19% 0.05% 0.04% 0.02% 0.37% 0.27% 0.07% 0.07% 0.26% 0.27% 0.27% 0.27% 0.27% 0.28% 0.28% 0.28% 0.36% 05Q3 0.00% 0.00% 0.40% 0.13% 0.13% 0.48% 0.24% 0.46% 0.40% 0.39% 1.14% 1.13% 1.27% 1.21% 1.42% 1.17% 1.16% 1.39% 1.39% 1.38% 1.37% 1.37% 05Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.01% 0.00% 0.00% 0.16% 0.16% 0.65% 0.94% 0.78% 0.80% 1.14% 1.15% 1.24% 1.23% 1.22% 1.20% 1.18% 06Q1 0.00% 0.29% 0.19% 0.35% 0.44% 0.10% 0.33% 0.32% 0.32% 0.33% 0.34% 0.70% 0.78% 0.79% 0.72% 0.72% 0.73% 0.73% 0.73% 0.73% 06Q2 0.00% 0.01% 0.00% 0.00% 0.00% 0.37% 0.38% 0.38% 0.35% 0.37% 0.81% 0.85% 0.85% 0.84% 0.97% 0.96% 1.18% 1.42% 1.38% 06Q3 0.00% 0.00% 0.00% 0.00% 0.00% 1.08% 0.92% 0.61% 0.60% 0.51% 0.38% 0.35% 0.73% 0.68% 0.65% 0.64% 0.63% 0.61% 06Q4 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.42% 0.96% 1.09% 1.11% 1.32% 1.21% 1.19% 1.29% 1.21% 07Q1 0.01% 0.01% 0.17% 0.07% 0.06% 0.06% 0.06% 0.06% 0.20% 0.18% 0.18% 0.30% 0.30% 0.40% 0.80% 0.75% 07Q2 0.00% 0.14% 0.06% 0.23% 0.22% 0.22% 0.63% 0.68% 0.87% 1.03% 1.36% 1.44% 1.33% 1.40% 1.44% 07Q3 0.00% 0.19% 0.51% 0.40% 0.41% 0.54% 0.53% 0.46% 1.08% 0.93% 0.93% 0.93% 1.24% 1.16% 07Q4 0.00% 0.18% 0.24% 0.23% 0.24% 0.25% 0.40% 0.48% 0.48% 0.47% 0.70% 0.73% 0.73% 08Q1 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.49% 0.49% 0.79% 0.89% 0.93% 0.96% 08Q2 0.00% 0.03% 0.03% 0.49% 0.49% 0.49% 0.49% 1.14% 0.92% 0.92% 1.05% 08Q3 0.00% 0.00% 0.00% 0.01% 0.30% 0.30% 0.54% 0.52% 0.52% 0.61% 08Q4 0.00% 0.00% 0.11% 0.07% 0.40% 0.48% 0.53% 0.47% 0.51% 09Q1 0.00% 0.00% 0.10% 0.38% 0.53% 0.44% 0.76% 0.87% 09Q2 0.20% 0.21% 0.20% 0.20% 0.31% 0.36% 1.13% 09Q3 0.00% 0.04% 0.17% 0.20% 0.30% 0.48% 09Q4 0.00% 0.01% 0.07% 0.09% 0.09% 10Q1 0.02% 0.00% 0.12% 0.16% 10Q2 0.00% 0.19% 0.20% 10Q3 0.00% 0.00% 10Q4 0.00% 106

108 Delinquencies The following data indicates, for the retail auto loan portfolio (constant and variable instalments loans for new and used cars, as well as balloon loans for new cars, for individuals using the car for private purposes, excluding employees and affiliates of the PSA Group), and for a given month the outstanding balance of the receivables which have more or equal to thirty-one (31) days, and less or equal to one hundred and fifty (150) days of arrears, expressed as a percentage of the total outstanding initial balance of the auto loan portfolio at the beginning of such period. Delinquencies Month 31 days =< arrears <= 150 days Month 31 days =< arrears <= 150 days Month 31 days =< arrears <= 150 days Jan % May % Sep % Feb % Jun % Oct % Mar % Jul % Nov % Apr % Aug % Dec % May % Sep % Jan % Jun % Oct % Feb % Jul % Nov % Mar % Aug % Dec % Apr % Sep % Jan % May % Oct % Feb % Jun % Nov % Mar % Jul % Dec % Apr % Aug % Jan % May % Sep % Feb % Jun % Oct % Mar % Jul % Nov % Apr % Aug % Dec % May % Sep % Jan % Jun % Oct % Feb % Jul % Nov % Mar % Aug % Dec % Apr % Sep % Jan % May % Oct % Feb % Jun % Nov % Mar % Jul % Dec % Apr % Aug % Jan % May % Sep % Feb % Jun % Oct % Mar % Jul % Nov % Apr % Aug % Dec % 107

109 Prepayments The annual prepayment rate was calculated, for the retail auto loan portfolio (constant and variable instalments loans for new and used cars, as well as balloon loans for new cars, for individuals using the car for private purposes, excluding employees and affiliates of the PSA Group), by multiplying the amount of un-scheduled principal received in a given month by 12 and dividing such product by the Outstanding Balance of the auto loan portfolio at the beginning of such quarter. The average rate is 16.7 per cent. over the period considered. Prepayments Month Annualised Prepayment Rate Month Annualised Prepayment Rate Month Annualised Prepayment Rate Jan % May % Sep % Feb % Jun % Oct % Mar % Jul % Nov % Apr % Aug % Dec % May % Sep % Jan % Jun % Oct % Feb % Jul % Nov % Mar % Aug % Dec % Apr % Sep % Jan % May % Oct % Feb % Jun % Nov % Mar % Jul % Dec % Apr % Aug % Jan % May % Sep % Feb % Jun % Oct % Mar % Jul % Nov % Apr % Aug % Dec % May % Sep % Jan % Jun % Oct % Feb % Jul % Nov % Mar % Aug % Dec % Apr % Sep % Jan % May % Oct % Feb % Jun % Nov % Mar % Jul % Dec % Apr % Aug % Jan % May % Sep % Feb % Jun % Oct % Mar % Jul % Nov % Apr % Aug % Dec % 108

110 DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Introduction Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer Receivables to the FCT. The Purchased Receivables will be allocated exclusively to the Compartment by the Management Company. Assignment of the Receivables Assignment of Initial Receivables on the First Purchase Date Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT an initial pool of Receivables on the First Purchase Date. Transfer of Additional Receivables on the Subsequent Purchase Dates Principle Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT, during the Revolving Period, Additional Receivables on each Subsequent Purchase Date. Procedure On each Subsequent Selection Date, the Seller may offer to sell to the Management Company, pursuant to a written Purchase Offer, Receivables which satisfy the Eligibility Criteria. All Purchase Offers submitted by the Seller to the Management Company (with a copy to the Custodian) will include, among other things, (i) the number of the selected Additional Receivables, (ii) the aggregate Outstanding Balance of all Additional Receivables and the aggregate Adjusted Outstanding Balances of those of the Additional Receivables being subject to a Deferred Payment of the Purchase Price, (iii) the Contractual Interest Rates of all Additional Receivables and the Adjusted Interest Rates of those of the Additional Receivables being subject to a Deferred Payment of the Purchase Price, (iv) information relating to the related Ancillary Rights and (v) the Purchase Price of the Additional Receivables (together with the Principal Component Purchase Price and the Interest Component Purchase Price calculated by reference to the envisaged Subsequent Purchase Date). In connection with each Purchase Offer, the Seller will make representations and warranties in favour of the Management Company with respect to the compliance of the relevant Receivables with the applicable Eligibility Criteria. Subject to correction of any material error, such a Purchase Offer will constitute an irrevocable binding offer made by the Seller, with respect to the corresponding Receivables, to the Management Company. The Management Company will indicate its reasonable intention or reasonable refusal to purchase the Additional Receivables subject to the relevant Purchase Offer. Under the Master Purchase Agreement, the Management Company will be obliged to refuse a Purchase Offer for the Receivables in the event that the conditions precedent to the transfer of new Receivables have not been satisfied (see Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the Compartment - Revolving Period ). In the event that such conditions precedent are or will be satisfied on the contemplated Subsequent Purchase Date, the Management Company will accept the Purchase Offer for the Receivables by signing the Transfer Document at the latest on the relevant Subsequent Purchase Date and providing the Seller with a certified copy of the duly signed Transfer Document and delivering the original to the Custodian. Such acceptance will be irrevocable and binding on the FCT as against the Seller. 109

111 Perfection of Transfer Pursuant to the provisions of articles L to L and L to L of the Monetary and Financial Code, the Receivables shall be assigned by the Seller to the FCT by the delivery by the Seller to the Management Company of a duly signed Transfer Document strictly complying with the form of Transfer Document in the form prescribed by articles L and D of the Monetary and Financial Code, together with a computer file identifying and individualising (désignant et individualisant) the Receivables. The assignment of the Receivables shall be valid between the FCT and the Seller and enforceable against third parties, without any further formalities, as at the date affixed on the Transfer Document upon its delivery by the Seller to the Management Company, whatever the date on which the said Receivables came into being or their maturity or due date, without any further formalities being required, and whatever the law governing the said Receivables or the debtors' place of residence (quelle que soit la date de naissance, d'échéance ou d'exigibilité des créances, sans qu'il soit besoin d'autre formalité, et ce quelle que soit la loi applicable aux créances et la loi du pays de résidence des débiteurs) in accordance with the provisions of articles L to L and L to L and R to R of the Monetary and Financial Code. The delivery by the Seller to the Management Company of the Transfer Document shall result in the transfer of the Ancillary Rights attached to the Receivables, as the case may be, and such transfer shall be enforceable against third parties, without any further formality, in accordance with the provisions of article L of the Monetary and Financial Code. On the Initial Purchase Date and on any relevant Subsequent Purchase Date, the Management Company shall provide to the Seller a certified copy of the duly signed Transfer Document and deliver the original Transfer Document to the Custodian, which shall keep it in custody. Representation and Warranties relating to the Seller Pursuant to the Master Purchase Agreement, the Seller has represented and warranted to each of the Management Company and the Custodian as at the date of execution of the Master Purchase Agreement and shall represent and warrant again on each Purchase Date that: Status: (i) it is a société anonyme duly incorporated and validly existing under the laws of France, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has established appropriate procedures in connection with the prevention of anti-money laundering and obstruction to terrorism in accordance with provisions of Title VI of Book V of the Monetary and Financial Code; Non-Violation: the execution, signing and delivery of the Master Purchase Agreement and the performance of any of its obligations under the Master Purchase Agreement do not and will not contravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation to which it or any of its assets or revenues is subject, including personal data protection laws and Consumer Credit Legislation, (b) any agreement, indenture, mortgage, deed of trust, bond, or any other document, instrument or obligation to which it is a party or by which any of its assets or revenues is bound or affected, or (c) any document which contains or establishes its constitution; Insolvency Procedures: it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any proceedings set out in Book VI of the Commercial Code (including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) or any similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due with its available funds (en état de cessation des paiements); Powers and Authorisations: the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action 110

112 taken, for it to own its assets, carry on its business and operations as they are now being conducted and to sign and deliver, and perform its obligations under the Master Purchase Agreement; Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is required to ensure the creation, validity, legality, enforceability or priority of its obligations under this Agreement; Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies with the applicable provisions of French law relating to consumer credit transactions and to the protection of personal data; Obligations Binding: its obligations under this Agreement are valid and binding on it and enforceable against it in accordance with their respective terms; Data Files: the information contained in and attached to each Transfer Document does not contain any statement which is untrue, misleading or inaccurate in any material respect or omit to state any fact or information the omission of which makes the statements therein untrue, misleading or inaccurate in any material respect; No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever it may have against the Compartment, and more generally the FCT, in respect of the establishment and operation of the Compartment and, more generally, the FCT; Transaction Documents: it has declared having full knowledge of the provisions of the Transaction Documents and unconditionally accepts their consequences even if it is not a party to certain of the Transaction Documents; and Prospectus: it has declared having full knowledge of the terms and conditions of the Prospectus approved by the Autorité des Marchés Financiers on 11 July 2011 under number FCT N and assumes any liability in respect of the information provided under sections "Description of the Auto Loan Contracts and the Receivables", "Historical Performance Date", "Statistical Information relating to the Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of the Seller and Banque PSA Finance Group" contained in the Prospectus. Covenants of the Seller Pursuant to the Master Purchase Agreement, until the termination of the Master Purchase Agreement and until no more payments are to be made by the Seller to the FCT, the Seller has covenanted: Continuation of the Auto Loan Contract: not to terminate or act in a manner that could lead to the termination of any Auto Loan Contract, save where such termination results from the default of the relevant Debtor under that Auto Loan Contract; Rights of the FCT in the Purchased Receivables: not to act in a manner or make a decision that could prejudice the collectability, the substance or the rights of the FCT in respect of any Purchased Receivable (whether existing or future); Auto Loan Contracts: not to modify under any circumstance and for any reason whatsoever the terms and conditions of any Auto Loan Contract after the Purchase Date of the Receivables relating to that Auto Loan Contract; save in its capacity as Servicer, in accordance with and subject to the terms and conditions of the Master Servicing Agreement, and only in its capacity as an agent of the FCT thereunder. Maintenance of System: to maintain an accounting system which is prepared and managed in accordance with generally accepted French accounting principles; 111

113 Personal Data: to encrypt any personal data relating to the Debtor of a Purchased Receivables before transmitting them to the Management Company and/or to any replacement servicer, as the case may be; Decryption Key: (i) to create and remit to the Data Protection Agent on the Closing Date the Decryption Key and, at any time thereafter, any new or updated Decryption Key (if need be) in accordance with the Data Protection Agreement and (ii) not to modify, destroy or alter the Decryption Key, except in accordance with the Data Protection Agreement; Information on the Receivables: to provide the Management Company and the Custodian with any information as the Management Company or the Custodian may from time to time reasonably request in respect of the Receivables and the Ancillary Rights including, for the avoidance of doubt, information reasonably required by the Management Company or the Custodian for any enforcement of the Ancillary Rights; Other Information: to provide the Management Company and the Custodian with any other information (including non-financial information) as reasonably requested by the Management Company or the Custodian from time to time for the purposes of exercising or preserving the rights of the FCT in respect of the Compartment and in particular, but without limitation, any information requested by the Management Company in accordance with the Data Protection Agreement; Compliance with article 122a of the CRD: (a) (b) (c) to adhere to the requirements and undertakings set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); to comply at all times with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this Offering Memorandum and ensure that the Noteholders have readily available access to all materially relevant data as required under paragraph 7 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(g)) of the 2007 Order); and to retain at all time the ownership of the Residual Units. Inspection of Records: to provide, and to take all necessary measures in order to provide the Management Company, the Custodian or the Servicer (or any substitute servicer) with all necessary information and records in order to provide the information which the Management Company, the Custodian or the Servicer (or any substitute servicer) or the Data Protection Agent may request in accordance with the Transaction Documents in a format readable by the Management Company, the Custodian or the Servicer (or any substitute servicer) or the Data Protection Agent or in any other form determined by the Master Purchase Agreement or by any other Transaction Document and to ensure that the data made available in this way can be used at all times without any licenses or other restrictions on its use by the Management Company, the Custodian or the Servicer (or any substitute servicer) or by the Data Protection Agent, subject to the provisions of the Data Protection Agreement; Access: to permit the Management Company and the Custodian, the external auditors of the Seller acting on behalf of and on instruction of the Management Company or the Custodian, and any other representatives of the FCT, who are subject to a professional duty of confidentiality or undertake for the benefit of the Seller to comply with duties of confidentiality similar to those set out in the Master Purchase Agreement, to visit the offices of the Seller during normal office hours in order to: (i) inspect and satisfy itself or themselves that the systems are in place, maintained in working order and are capable of providing the information to which it or they are reasonably and properly entitled pursuant to the Master Purchase Agreement and which the Seller has failed to supply, within ten (10) days of receiving written notice of such failure, 112

114 (ii) (ii) upon reasonable prior notice, to verify any such information which has been provided and which the Management Company or the Custodian has reason to believe is inaccurate; and upon reasonable prior notice, examine the books, records and documents relating to the Purchased Receivables; Keeping of Records: to keep and maintain and to take all necessary measures in order to provide the Servicer with all necessary information and records required by the Servicer in order to keep and maintain records for each Receivable for the purpose of identifying at any time, in particular, the amounts which have been paid by or to any Debtor, which are to be paid by or to any Debtor, the source of payments which are paid to the Seller or the Servicer and the balance outstanding with respect to each Debtor. The Seller shall inform the Management Company and the Custodian regarding any material change in its administrative or accounting procedures related to the preparation and maintenance of the records. The Seller shall mark in its records each Purchase Receivable together with the related Ancillary Rights as sold and assigned to the FCT; Underwriting and Management Procedures: (i) to comply with its underwriting and management procedures with respect to each Debtor, Auto Loan Contract, Purchased Receivable and Ancillary Right as if interests in such Purchased Receivables would not be sold and assigned and had not been sold and assigned hereunder and (ii) not to materially amend the underwriting and management procedures without a prior written notice of the Management Company, the Custodian, the Servicer and the Data Protection Agent; Sales, Liens: except as otherwise provided for in the Master Purchase Agreement, not to sell, assign or otherwise dispose of, or create or allow to exist any ownership interest, lien, security interest, charge, encumbrance or any similar right upon or with respect to any Purchased Receivable (whether existing or future), any Ancillary Right, any Car or any goods or services subject of any Purchased Receivable or any related Auto Loan Contract, and not to assign any right to receive income in respect thereof or not to attempt, purport or agree to do any of the foregoing; No Deposit Taking Activity: not to enter into any deposit taking activity; Information relating to Notification of Debtors: (i) to update any information which would be necessary to allow the Management Company to notify the Debtors of the assignment of the Purchased Receivables and (ii) to provide to the Management Company with all information which would be necessary to allow the Management Company to notify the Debtors of the assignment of the Purchased Receivables in the event that a Servicer Termination Event occurs; Direction, Orders and Instructions: to comply with any reasonable directions, orders and instructions that the Management Company may from time to time give to it in accordance with the Master Purchase Agreement and which would not result in it committing a breach of its obligations under the Master Purchase Agreement or an illegal act; and Solvency Certificate: (i) on the Closing Date; and (ii) thereafter, on each Subsequent Purchase Date, to deliver to the Management Company with a copy to the Custodian a solvency certificate signed by a person holding a mandat social in the form set out in the Master Purchase Agreement and dated the date of delivery. Purchase Price of the Receivables Purchase Price The Purchase Price of each Receivable will be equal to the sum of the Principal Component Purchase Price, the Interest Component Purchase Price and, as the case may be, any Deferred Purchase Price as of the relevant Purchase Date relating to that Receivable. 113

115 Deferred Payment of the Purchase Price In respect of any Additional Receivable, the Seller shall have the option to indicate, in the relevant Purchase Offer, an Adjusted Interest Rate in addition to the Contractual Interest Rate, provided that this Adjusted Interest Rate shall in any case be greater than the Contractual Interest Rate of that Additional Receivable. In such case, that Adjusted Interest Rate shall be regarded as the Effective Interest Rate of that Additional Receivable and be used as such for the determinations and computations to be carried out pursuant to the Transaction Documents, and the Purchase Price of that Additional Receivable shall be subject to a deferred payment (a Deferred Payment of the Purchase Price ), in an amount equal to the Deferred Purchase Price. The Deferred Purchase Price of each relevant Purchased Receivable shall be equal to the Deferred Outstanding Balance of that Purchased Receivable as of the relevant Purchase Date, calculated in respect of that Receivable on the basis of the Effective Interest Rate provided by the Seller for that Purchased Receivable in the corresponding Purchase Offer and accepted by the Management Company. The Deferred Purchase Price of each relevant Purchased Receivable transferred to the FCT on any Purchase Date will be payable by parts to the Seller on the Payment Dates falling after such Purchase Date, in accordance with and subject to the applicable Priorities of Payments. The part of the Deferred Purchase Price payable on each such Payment Date shall be equal to the Monthly Deferred Principal calculated in respect of that Purchased Receivable on the Determination Date corresponding to that Payment Date, plus, as the case may be, any Monthly Deferred Principals which became due and payable but remained unpaid on any preceding Payment Date, in accordance with and subject to the applicable Priorities of Payments. Principal Component Purchase Price The Principal Component Purchase Price of each Purchased Receivable purchased by the FCT on any Purchase Date will be equal to the Effective Outstanding Balance of that Purchased Receivable as of such Purchase Date. The Principal Component Purchase Prices of the Receivables transferred to the FCT on the First Purchase Date will be paid to the Seller on that date out of the proceeds of the issue of the Notes and the Residual Units. The Principal Component Purchase Price of the Receivables transferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Principal Account on the relevant Monthly Payment Date, in accordance with the relevant Priority of Payments. Interest Component Purchase Price The Interest Component Purchase Price of each Receivable purchased by the FCT on any Purchase Date will be equal to the amount of contractual interest accrued and outstanding on such Purchase Date and relating to such Receivable. The Interest Component Purchase Price of the Receivables transferred to the FCT on the First Purchase Date will be paid to the Seller by debiting the Interest Account on the Payment Date falling on 26 September 2011, in accordance with the applicable Priority of Payments. The Interest Component Purchase Price of the Receivables transferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Interest Account on the second Payment Date falling after such Purchase Date, in accordance with the applicable Priority of Payments. 114

116 Failure to conform and remedies General When consenting to acquire any Receivables on any given Purchase Date, the FCT will take into consideration, as an essential and determining condition for its consent (condition essentielle et déterminante de son consentement), the Seller s representations and warranties set out in this Agreement and the conformity of those Receivables with the Eligibility Criteria. The Management Company will carry out consistency tests on the information provided to it by the Seller and will verify the compliance of certain of the Receivables with the Eligibility Criteria. Such tests will be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the Seller of its obligations as set out in the Master Purchase Agreement, the protection of the interests of the Noteholders and the Residual Unitholders with respect to the Assets Allocated to the Compartment, and, more generally, in order to satisfy its legal and regulatory obligations as defined by the provisions of the Financial and Monetary Code. Nevertheless, the responsibility for the noncompliance of the Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the Management Company shall under no circumstance be liable therefore) and the Management Company will therefore rely only on the representations made, and on the warranties given, by the Seller regarding those Receivables. A specific and indemnification procedure has been provided for in the Master Purchase Agreement to indemnify the FCT in case of non-conformity of one or several Purchased Receivables (if such nonconformity is not, or not capable of being, remedied). Remedies in case of non-conformity Under the Master Purchase Agreement, if the Management Company or the Seller becomes aware that any of the representations or warranties given or made by the Seller in relation to the conformity of any Purchased Receivable to the Eligibility Criteria was false or incorrect by reference to the facts and circumstances existing on the Purchase Date of those Receivables, the Management Company or the Seller, as applicable, will promptly inform the other party of such non-conformity. Such non-conformity, which may affect the compliance of the Auto Loan Contract relating to that Purchased Receivable with the Contract Eligibility Criteria and/or of that Purchased Receivable with the Receivables Eligibility Criteria, will be remedied by the Seller, at the option of the Management Company, by: (a) (b) (c) to the extent possible, and as soon as practicable, taking any appropriate steps to rectify the non-conformity and ensure that the relevant Auto Loan Contract complies with the Contract Eligibility Criteria and/or that the relevant Purchased Receivable complies with the Receivables Eligibility Criteria; or the rescission (résolution) of the transfer of that Purchased Receivable, which shall take place on the Determination Date immediately following the Information Date on which the nonconformity of those Receivables was notified by a party to the other and the indemnification of the FCT. The amount payable by the Seller to the FCT by no later than on that Determination Date as a consequence of such rescission will be equal to the then Effective Outstanding Balance of the relevant Purchased Receivable plus any accrued and outstanding interest and any other outstanding amounts of principal, interest, expenses and other ancillary amounts relating to that Purchased Receivable as of such Determination Date (the Non-Conformity Rescission Amount ); and/or, as the case may be, during the Revolving Period, substituting such non-conforming Purchased Receivable with a Receivable which satisfy the Eligibility Criteria. If the Management Company decides to proceed with such substitution: 115

117 (i) (ii) (iii) such substitution shall take place on the Purchase Date on which the transfer of the relevant non-conforming Receivables is rescinded (résolu) in accordance with paragraph (b) above; the substituted Receivables shall be transferred by the Seller to the FCT on that Purchase Date in accordance with the provisions of the Master Purchase Agreement; and the Non-Conformity Rescission Amount payable by the Seller on that Purchase Date in relation to the non-conforming Receivable will be set off against the Principal Component Purchase Price of the substituted Receivable, up to the lower of the two amounts, provided that, for the avoidance of doubt, any part of the Non-Conformity Rescission Amount remaining unpaid after such set-off shall be paid by the Seller to the FCT on that Purchase Date. Any amount paid to the FCT under these provisions will be exclusively allocated to the Compartment and be credited to the General Collection Account and form part of the Available Collections in the Collection Period during which that amount is paid by the Seller. The principal amounts paid to the FCT by the Seller pursuant to any rescission (résolution) of a transfer of Receivables shall be treated as a Prepayment in accordance with the provisions of the Compartment Regulations. The non-conformity and rescission of the transfer of a given Receivables shall not affect in any manner the validity of the transfer of the other Receivables. Limits of the remedies in case of non-conformity The representations and warranties made or given by the Seller in relation to the conformity of the Receivables to the Eligibility Criteria and the remedies set out in Section Failure to conform and remedies above are the sole remedies available to the FCT in respect of the non-conformity of any Receivable with the Eligibility Criteria. Under no circumstance may the Management Company request an additional indemnity from the Seller relating to a breach of any such representations or warranties. To the extent that any loss arises as a result of a matter which is not covered by those representations and warranties, the loss will remain with the FCT. In particular, the Seller gives no warranty as to the on-going solvency of the Debtors of the Purchased Receivables (to the exception and within the limit of the performance guarantee (see Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT - Performance Guarantee and General Reserve Cash Deposit)). Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Receivables with the Eligibility Criteria shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L of the Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings. Performance Guarantee and General Reserve Cash Deposit Performance guarantee and General Reserve Cash Deposit Under the Master Purchase Agreement, on the Closing Date, the Seller has undertaken to guarantee the performance of the Purchased Receivables, up to a limit equal to the amount of the General Reserve Cash Deposit in accordance and subject to the provisions of the General Reserve Cash Deposit Agreement. 116

118 In accordance with articles L and L to L of the Monetary and Financial Code and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee of its financial obligations (obligations financières) under such performance guarantee, the Seller will make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remise d espèces en pleine propriété à titre de garantie). This General Reserve Cash Deposit is made once and for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenish that General Reserve Cash Deposit nor to pay any additional amount in cash under that performance guarantee after the Closing Date. Assignment of Purchased Receivables which are due or Accelerated In accordance with article L of the Monetary and Financial Code, the FCT may (but shall not be under the obligation to) offer to the Seller to repurchase Purchased Receivables which have become entirely due (échues) or have been entirely accelerated (déchues de leur terme), provided that the Seller shall in any case be free to accept or refuse such offer. The purchase price of the Purchased Receivables repurchased by the Seller shall be agreed between the FCT and the Seller on the basis of the fair market value of these Purchased Receivables (taking into account, without limitation, the outstanding amount of such receivable, the unpaid amount under such receivable, the interest rate applicable to the receivable, the general economic circumstances at the time of the retransfer, the financial capacity of the debtor and the amount of the debtors' assets which could be used for the repayment of the loan). Termination of the Master Purchase Agreement The Master Purchase Agreement shall terminate automatically on the Compartment Liquidation Date. The Management Company may terminate the Master Purchase Agreement if (i) the entire issue of the Notes has not been completed on the Closing Date or at any later date agreed between the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint Lead Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units and (bb) the total amounts received is less than the aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase Date. Governing Law The Master Purchase Agreement is governed by French law. All claims and disputes arising in connection therewith are subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. 117

119 DESCRIPTION OF THE MASTER SERVICING AGREEMENT Appointment of the Servicer In accordance with the provisions of article L of the Monetary and Financial Code and the provisions of the Master Servicing Agreement, the Seller will continue to exercise the duties with respect to the administration, the recovery and the collection of the Purchased Receivables which it previously carried on in its capacity as originator of those Receivables, in its capacity as Servicer. Duties of the Servicer Servicing Procedures The Servicer has undertaken to the Management Company and the Custodian that it will devote to the performance of its obligations under the Master Servicing Agreement at least the same amount of time and attention and overall diligence that it would normally exercise for the administration, the recovery and the collection of its own assets similar to the Purchased Receivables and with the due care that would be exercised by a prudent and informed manager. In performing its obligations under the Master Servicing Agreement in relation to the administration, the recovery and the collection of the Purchased Receivables, the Servicer will strictly comply with the provisions of the Master Servicing Agreement, the provisions of the Auto Loan Contracts and the Servicing Procedures. Any substantial amendment to or substitution of the Servicing Procedures must be notified in writing in advance to the Management Company and the Custodian. The Rating Agencies and the Data Protection Agent shall be informed by the Management Company of any such substantial amendment to or substitution of Servicing Procedures. Collection of the Purchased Receivables On each Instalment Due Date and in respect of each Purchased Receivable, the Servicer has undertaken to collect the Instalment from the relevant Debtor by direct debit from the account on which the Servicer is authorised by the relevant Debtor to collect such instalment as from the execution of the corresponding Auto Loan Contract. Upon the termination of the appointment of the Servicer under the Master Servicing Agreement, the Servicer has undertaken to immediately stop sending to the Debtors direct debit requests in respect of the Purchased Receivables and such direct debit shall be cancelled. If the collection of the said Purchased Receivable cannot be performed by the Servicer in accordance with the above, for any reason whatsoever, the Servicer has undertaken to use its best efforts to collect the corresponding Instalment by any other appropriate means as provided by the Servicing Procedures. In accordance with articles L and D of the Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank account has been opened with the Specially Dedicated Account Bank (the Specially Dedicated Bank Account ). Subject to and in accordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all Available Collections received in respect of the Purchased Receivables, provided that the Servicer has undertaken vis-à-vis the FCT: (a) that all Instalment paid by Debtors by direct debit shall be directly credited to the Specially Dedicated Bank Account without transiting via any other account of the Servicer provided that such direct debit amount will also include the Excluded Amount paid by the relevant Debtor, as applicable; and 118

120 (b) to transfer promptly to the Specially Dedicated Bank Account and in any case within five (5) Business Days after receipt any amount of Available Collections standing to the credit of any other of its bank accounts as of the close of business, it being provided that: (i) (ii) such amount of Available Collections shall not include any amount of Excluded Amounts paid by the relevant Debtor, collected directly by the Servicer and not already credited on the Specially Dedicated Bank Account pursuant to the paragraph (b) above, as applicable; and prior to its transfer to the Specially Dedicated Bank Account and only (aa) prior to the delivery of a Notification of Control or (bb) following the delivery of a Notification of Release, such amount of Available Collections will be automatically reduced by the following amounts: (A) (B) the amount corresponding to Excluded Amounts credited to the Specially Dedicated Bank Account pursuant to the paragraph (b) above; and the amount corresponding to Available Collections initially collected by Crédipar on a separate bank account of Crédipar and subsequently transferred by Crédipar to the Specially Dedicated Bank Account but then subject to a Credit Reversal and not already (x) deducted from the Available Collections or (y) debited from the Specially Dedicated Bank Account; provided that if the difference between such amount of Available Collections and the amounts referred to in (A) and (B) above (such difference being the Net Amount) is negative, the Servicer will be authorised to debit such Net Amount from the Specially Dedicated Bank Account, subject to the provisions of the Specially Dedicated Bank Account Agreement; (iii) following the delivery of a Notification of Control and for so long as no Notification of Release has been duly delivered, the mechanism described in paragraph (ii) above shall not apply and (aa) the amounts referred to in subparagraph (A) and (B) above shall be debited from the Specially Dedicated Bank Account in accordance with to the provisions of the Specially Dedicated Bank Account Agreement. The Servicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account. In the event that the Servicer fails to transfer the General Collection Account any amount of Available Collections that it has received in accordance with the provisions of the Master Servicing Agreement, the Servicer has agreed to pay to the FCT a late payment interest calculated on the basis of an annual interest rate equal to the applicable EONIA rate plus a margin of 1.00 per cent. per annum and the exact number of days between the due date (inclusive) of the amount referred to as unpaid and the actual payment date (excluded). This late payment interest will be part of the Available Collections of the corresponding Collection Period and will be credited to the General Collection Account. At any time if it deems it is in the interest of the Noteholders and Residual Unitholders, the Management Company shall be entitled to serve without delay to the Specially Dedicated Account Bank either (i) a Notification of Control including an instruction from the Management Company to the Specially Dedicated Account Bank to transfer without delay the amounts standing to the credit of the Specially Dedicated Bank Account to any relevant Compartment Account, or (ii) a Notification of Release, substantially in the form set out in the Specially Dedicated Bank Account Agreement. 119

121 Custody of the Documents Pursuant to the provisions of the Master Servicing Agreement and in accordance with the provisions of article L of the Monetary and Financial Code, the Custodian has entrusted the Servicer, for the administration, the recovery and the collection of the Purchased Receivables and for the duties of safe keeping the Contractual Documents constituting the material support of the Purchased Receivables. However, it should be noted that the Custodian will remain responsible for the preservation of the Contractual Documents vis-à-vis the Noteholders and the Residual Unitholders. The Servicer will keep the Contractual Documents in such a manner that they are materially identified and distinguishable at the regular address of the Servicer and can be delivered to the Custodian on first demand from the Management Company or the Custodian. Information The Servicer has undertaken to provide the Management Company, on each Information Date, with the Monthly Servicer Report which will contain certain information relating to payments made under the Auto Loan Contracts and any other information received on the Purchased Receivables during the relevant Collection Period, in accordance with and subject to the Master Servicing Agreement. Sub-contracts In accordance with and subject to the provisions of the Master Servicing Agreement, the Servicer may appoint any third party in order to carry out all or any administrative part of its obligations under the Master Servicing Agreement. However, the Servicer will remain responsible to the Management Company for the administration, the recovery and the collection of the Purchased Receivables being liable for the actions of any such delegate. Servicing Fees On each Payment Date in accordance with the applicable Priority of Payments, the Servicer will receive a monthly fee in respect of the administration, recovery and collection of the Receivables equal to (i) 1/12 of 0.50 per cent of the aggregate Outstanding Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the Servicer as at the beginning of the relevant Collection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent Receivables and all Defaulted Receivables serviced by the Servicer as at the beginning of the relevant Collection Period, provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregate Outstanding Balance of all Performing Receivables serviced by the Servicer as at the beginning of the relevant Collection Period. Representation and warranties of the Servicer Pursuant to the Master Servicing Agreement, the Servicer has represented and warranted to the FCT that: Status: (i) it is a société anonyme duly incorporated and validly existing under the laws of France, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has established appropriate procedures in connection with the prevention of anti-money laundering and obstruction to terrorism in accordance with provisions of Title VI of Book V of the Monetary and Financial Code; 120

122 Non-Violation: the execution, signing and delivery of the Master Servicing Agreement and the performance of any of its obligations under the Master Servicing Agreement do not and will not contravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation to which it or any of its assets or revenues is subject, including personal data protection laws and Consumer Credit Legislation, (b) any agreement, indenture, mortgage, deed of trust, bond, or any other document, instrument or obligation to which it is a party or by which any of its assets or revenues is bound or affected, or (c) any document which contains or establishes its constitution; Insolvency Procedures: it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any proceedings set out in Book VI of the Commercial Code (including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) or any similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due with its available funds (en état de cessation des paiements); Powers and Authorisations: the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted and to sign and deliver, and perform its obligations under the Master Servicing Agreement; Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is required to ensure the creation, validity, legality, enforceability or priority of its obligations under the Master Servicing Agreement; Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies with the applicable provisions of French law relating to consumer credit transactions and to the protection of personal data; Obligations Binding: its obligations under the Master Servicing Agreement are valid and binding on it and enforceable against it in accordance with their respective terms; No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever it may have against the Compartment, and more generally the FCT, in respect of the establishment and operation of the Compartment and more generally the FCT; Transaction Documents: it has declared having full knowledge of the provisions of the Transaction Documents and unconditionally accepts their consequences even if it is not a party to certain of the Transaction Documents; and Prospectus: it has declared having full knowledge of the terms and conditions of the Prospectus approved by the Autorité des Marchés Financiers on 11 July 2011 under number FCT N and assumes any liability in respect of the information provided under sections "Description of the Auto Loan Contracts and the Receivables", "Historical Performance Data", "Statistical Information relating to the Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of the Seller and Banque PSA Finance Group" contained in the Prospectus. Covenants of the Servicer Pursuant to the Master Servicing Agreement, the Servicer has covenanted, as long as there remains any Purchased Receivable outstanding: Auto Loan Contracts: not to modify under any circumstance and for any reason whatsoever the terms and conditions of any Auto Loan Contract after the Purchase Date of the Receivables relating to that Auto Loan Contract, save in accordance with and subject to the terms and conditions of the Master Servicing Agreement, and only in its capacity as an agent of the FCT thereunder; 121

123 Maintenance of Systems and Procedures: to establish, maintain and implement all necessary accounting, management and administrative systems and procedures (including but not limited to the Servicing Procedures), electronic or otherwise, to establish and maintain accurate, complete, reliable and up to date information regarding the Purchased Receivables including, but not limited to, all information contained in the Monthly Servicer Report and the records relating to the Specially Dedicated Bank Account and all other accounts on which it is collecting the Purchased Receivables; Information on the Receivables: to provide to the Management Company and the Custodian with any information as the Management Company or the Custodian may from time to time reasonably request in respect of the Purchased Receivables and the Ancillary Rights including, for the avoidance of doubt, information reasonably required by the Management Company or the Custodian for any enforcement of the Ancillary Rights; Other Information: to provide the Management Company and the Custodian with any other information (including non-financial information) as reasonably requested by the Management Company or the Custodian from time to time for the purposes of exercising or preserving the rights of the FCT; Inspection of Records: to provide, and to take all necessary measures in order to provide the Management Company, the Custodian, the Seller or any substitute servicer with all necessary information and records in order to provide the information which the Management Company, the Custodian, the Seller, the Data Protection Agent or any substitute servicer may request in accordance with the Transaction Documents in a format readable by the Management Company, the Custodian, the Seller, the Data Protection Agent or by any substitute servicer or in any other form determined by the Master Servicing Agreement or by any other Transaction Document and to ensure that the data made available in this way can be used at all times without any licenses or other restrictions on its use by the Management Company, the Custodian, the Seller, the Data Protection Agent or by any substitute servicer; Access: to permit the Management Company and the Custodian, the external auditors of the Seller acting on behalf of and on instruction of the Management Company or the Custodian, and any other representatives of the FCT, upon reasonable prior notice, to visit the offices of the Seller during normal office hours in order to: (i) (ii) (iii) inspect and satisfy itself or themselves that the systems are in place, maintained in working order and are capable of providing the information to which it or they are reasonably and properly entitled pursuant to the Master Servicing Agreement and which the Seller has failed to supply, within ten (10) days of receiving written notice of such failure, upon reasonable prior notice, to verify any such information which has been provided and which the Management Company or the Custodian has reason to believe is inaccurate; and upon reasonable prior notice, examine the books, records and documents relating to the Purchased Receivables; No Deposit Taking Activity: not to enter into any deposit taking activity; Information relating to Notification of Debtors: (i) to update any information which would be necessary to allow the Management Company to notify the Debtors of the assignment of the Purchased Receivables and (ii) to provide to the Management Company with all information which would be necessary to allow the Management Company to notify the Debtors of the assignment of the Purchased Receivables in the event that a Servicer Termination Event occurs; Direction, Orders and Instructions: to comply with any reasonable directions, orders and instructions that the Management Company may from time to time give to it in accordance with the Master Servicing Agreement and which would not result in it committing a breach of its obligations under the Master Servicing Agreement or an illegal act; in particular, but without limitation, the Servicer 122

124 shall not be entitled to refuse to notify the Debtors in the cases and circumstances contemplated in the Master Servicing Agreement, should the Management Company so request; and Instructions to Debtors: in case of closing of the Specially Dedicated Account or early termination of the Specially Dedicated Account Bank Agreement, to ensure that all subsequent Instalments relating to Purchased Receivables will be paid by the relevant Debtors on the new specially dedicated bank account. Partial payments In the event that Crédipar collects moneys from a Debtor at the same time (a) acting as Servicer, in respect of one or more than one Purchased Receivable and (b) acting as agent for a third party, in respect of other Receivables owed by that Debtor to that third party (such as any remuneration owed by that Debtor to any maintenance company under any maintenance contract, entered into by that Debtor, as the case may be, in relation to the corresponding Car), the Compartment and the Servicer have agreed that all amounts paid by that Debtor shall be allocated pari passu between the Seller (acting as agent of that third party) and the Compartment on a pro rata basis in accordance with the respective amounts referred to in (a) and (b) and save for any amount resulting, pursuant to the provisions of the Master Servicing Agreement, from the exercise of the Ancillary Rights, which will be exclusively allocated to the Compartment. Renegotiations Contentious Renegotiations If, in relation to a Receivable, a payment has not occurred and the situation has not been remedied, or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint is made to the court/tribunal pursuant to Title III of Chapter III of the Consumers Code, or article of the Civil Code, or under any other similar procedure as defined by any regulations in force, the Servicer may participate in view of working out a contractual plan for the resolution of the dispute and/or make propositions of Contentious Renegotiation. Commercial Renegotiations Indemnification Under the Master Servicing Agreement, the Servicer has undertaken to the FCT that it shall not enter into any Commercial Renegotiation in relation to any Purchased Receivables, which would result in: (i) reducing the weighted average of the Effective Interest Rate applicable to the Performing Receivables below an interest rate of 8.25% as calculated: (aa) (bb) during the Revolving Period, on the Subsequent Purchase Date; or otherwise, on the Determination Date, preceding immediately the date of renegotiation of the relevant Purchased Receivables by weighting their respective Effective Outstanding Balance on that Subsequent Purchase Date or Determination Date by the interest rate applicable thereto after any renegotiation ; (ii) carrying forward the last Instalment Due Date of that Purchased Receivables later than one (1) year before the Final Legal Maturity Date; 123

125 (iii) (iv) for a Constant Instalments Receivable, amending the repayment schedule of that Purchased Receivables in such a way that the Instalments are no longer of equal amounts until the last Instalment Due Date; and/or reducing the Effective Interest Rate applicable to that Purchased Receivables below an interest rate of 4% per annum. Accordingly, the FCT and the Servicer have agreed that in the event that the Servicer enters into any Commercial Renegotiation which would result in the breach of that undertaking, the resulting modification of the Receivable will be deemed, between the FCT and the Servicer, to have entailed the termination of the corresponding Auto Loan Contract and the origination of a new Auto Loan Contract, and the Servicer shall be bound to pay to the FCT, as indemnification for such termination, by no later than the Determination Date immediately following the Information Date on which such modification was notified by a party to the other, an amount equal to the then Effective Outstanding Balance of the Receivable relating to the terminated Auto Loan Contract plus any accrued and outstanding interest and any other outstanding amounts of principal, interest, expenses and other ancillary amounts relating to that Receivable as at that Determination Date (the Rescheduling Indemnification Amount ). Any amount paid to the FCT under these provisions will be exclusively allocated to the Compartment and be credited to the General Collection Account and form part of the Available Collections in the Collection Period during which that amount is paid by the Servicer. The principal amounts paid to the FCT by the Servicer pursuant to this indemnification shall be treated as a Prepayment in accordance with the provisions of the Compartment Regulations. Limits of the remedies in case of Commercial Renegotiations The remedy set out in this Sub-Section Commercial Renegotiations is the sole remedy available to the FCT in case of a Commercial Renegotiation which would result in the breach by the Servicer, of the undertaking set out in Sub-Section Indemnification above. Under no circumstances may the Management Company request an additional indemnity from the Servicer in relation any such a change. Furthermore, the remedies set out in this Section Renegotiations shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L of the Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings. Commingling Reserve The Commingling Reserve is made available to protect the Compartment against the risk of delay or default of the Servicer in all its financial obligations (obligations financières) under the Master Servicing Agreement. In accordance with articles L and L to L of the Monetary and Financial Code, as a guarantee of all the financial obligations (obligations financières), contingent and future, of the Servicer towards the FCT, in relation with the Compartment, (including, without limitation, the obligation of the Servicer to transfer to the credit of the General Collection Account the Available Collections), the Servicer shall credit, if required, the Commingling Reserve Account with a Commingling Reserve and, thereafter, adjust such Commingling Reserve, as applicable (remise d espèces en pleine propriété à titre de garantie). The amount standing to the credit of the Commingling Reserve Account shall at least be equal to the Commingling Reserve Required Amount (it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account). On the Closing Date, the Servicer will credit the Commingling Reserve Account with the Commingling Reserve Required Amount applicable on the Closing Date, as a guarantee for all its 124

126 financial obligations (obligations financières), contingent and future, towards the FCT, in relation with the Compartment, arising under the Master Servicing Agreement, pursuant to articles L and L to L of the Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie). On any Monthly Settlement Date, if the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount, such adjustment shall be made, as applicable: (i) by the Servicer, by remitting, in accordance with articles L and L to L of the Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie), the necessary amounts to the Commingling Reserve Account on such Monthly Settlement Date; or (ii) by the Management Company, by releasing and repaying the excess of (i) the amount standing to the credit of the Commingling Reserve Account over (ii) the Commingling Reserve Required Amount directly to the Servicer on the immediately following Payment Date, it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account. In the event of a breach by the Servicer of its financial obligations (obligations financières) under the Master Servicing Agreement, the Management Company will be entitled to set-off the restitution obligations of the FCT under the Commingling Reserve against the amount of the breached financial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amount in respect of such financial obligations (obligations financières); and (ii) the amount then standing to the credit of the Commingling Reserve Account, in accordance the article L of the Monetary and Financial Code, without the need to give prior notice of intention to enforce the Commingling Reserve (sans mise en demeure préalable). As long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement (failing which the above provisions shall apply), it has been expressly agreed that the Commingling Reserve shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Debtors defaults. In accordance to the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the Commingling Reserve Account and paying to the Servicer the financial proceeds resulting from such investment being credited to the Commingling Reserve Account. Such financial proceeds shall be directly paid to the Servicer on each Payment Date. Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. Servicer Termination Events Crédipar in its capacity as Servicer has undertaken not to request the termination of the Master Servicing Agreement, so that the administration, the recovery and the collection of the Receivables will be carried out and continued by the Servicer until the Compartment Liquidation Date. The Management Company may terminate the appointment of the Servicer following the occurrence of any of the following events, each of which constitutes a Servicer Termination Event : 125

127 (a) (b) (c) (d) the Servicer (i) becomes insolvent, is subject to any of the proceedings provided for by Book VI of the Commercial Code, or (ii) has its banking license withdrawn pursuant to the applicable regulatory provisions of the Monetary and Financial Code; or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk; other than as a result of force majeure, the Servicer breaches any of its obligations pursuant to the Master Servicing Agreement (other than a breach of a monetary obligation) and such breach, if not remedied in a satisfactory manner within five (5) Business Days after notification in writing to the Servicer by the Management Company, is considered, in the reasonable opinion of the Management Company, to be of a kind which may result in the rating of the Class A Notes being placed on negative outlook or as the case may be on rating watch negative or review for possible downgrade or a withdraw or downgrade of their current rating; in respect of the breach of a monetary obligation pursuant to the Master Servicing Agreement, the Servicer has not remedied such breach in a satisfactory manner within two (2) Business Days after notification in writing to the Servicer by the Management Company; or any of the representations and warranties made by the Servicer is false or incorrect and such false or incorrect representation or warranty is considered, in the reasonable opinion of the Management Company, to be of a kind which may result in the rating of the Class A Notes being placed on negative outlook or as the case may be on rating watch negative or review for possible downgrade or withdrawn or downgraded and where such representation or warranty can be remedied by the Servicer, is not remedied in a satisfactory manner within five (5) Business Days after notification in writing to the Servicer by the Management Company to remedy such false or incorrect representation or warranty. Following the occurrence of a Servicer Termination Event as set out above, the Management Company shall appoint with the prior approval of the Custodian (such approval not to be unreasonably withheld or delayed and, if the Management Company considers, having regards to the interest of the Noteholders and Unitholders, that the Custodian is holding or delaying its consent unreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) a back-up servicer. The Management Company undertakes, promptly and within a period of thirty (30) calendar days from the occurrence of a Servicer Termination Event to replace the Servicer with the duly appointed back-up servicer in accordance with article L of the Monetary and Financial Code. The termination of the appointment of the Servicer will become effective as soon as the new servicer being appointed has effectively started to carry his duties and in any case within the above-mentioned maximum period of thirty (30) calendar days from the occurrence of a Servicer Termination Event. It has been further agreed that the Custodian, in its capacity as co-founder of the Compartment, shall (i) assist the Management Company in replacing the Servicer and (ii) use its best commercial efforts to replace the existing Servicer. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement, and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any third party or any substitute servicer to) (i) notify the Debtors of the assignment of the relevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owed under the Receivables into any account specified by the Management Company in the notification. If the appointment of the Servicer is terminated following the occurrence of a Servicer Termination Event, the Servicer has undertaken to transfer to the new servicer appointed by the Management Company all necessary information and registrations, in order to effectively transfer the servicing functions relating to the Purchased Receivables. 126

128 Termination of the Master Servicing Agreement The Master Servicing Agreement shall terminate automatically on the Compartment Liquidation Date. The Management Company may terminate the Master Servicing Agreement if (i) the entire issue of the Notes has not been completed on the Closing Date or at any later date agreed between the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint Lead Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units and (bb) the total amounts received is less than the aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase Date. Governing Law The Master Servicing Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. 127

129 DESCRIPTION OF THE DATA PROTECTION AGREEMENT Appointment of the Data Protection Agent Pursuant to the provisions of the Data Protection Agreement, the Management Company has appointed the Data Protection Agent to hold the Decryption Key and perform consistency tests (if required to do so) and the Data Protection Agent has accepted such appointment. Encrypted Data On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Seller will deliver to the Management Company an Encrypted Data File. On each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, the Seller will continue to deliver an Encrypted Data File to the Management Company. The personal data contained in the Encrypted Data File shall enable the notification of the Debtors and transfer of direct debit authorisation information in case of a Servicer Termination Event and replacement of the Servicer. The Seller shall update any relevant information with respect to each Purchased Receivable on a monthly basis, to the extent that any such Purchased Receivable remains outstanding on such date, save to the extent that : (i) (ii) the purchase of such Receivable has been rescinded (résolu) in accordance with the provisions of the Master Purchase Agreement, or such Receivable is subject of a repurchase offer or an accepted clean-up offer, in each case, in accordance with the provisions of the Master Purchase Agreement. The Encrypted Data File shall be given by the Seller directly to the Management Company. The Management Company will keep the Encrypted Data File in safe custody and protect it against unauthorised access by any third parties. For the avoidance of doubt, the Management Company will not be able to access the data contained in the Encrypted Data File without the Decryption Key. Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data Protection Agent On the Closing Date, the Seller will deliver to the Data Protection Agent the Decryption Key required to decrypt information contained in the Encrypted Data File. The Seller shall not amend or modify the Decryption Key unless with a ten (10) Business Day prior notice to the Management Company, or if so requested by the Management Company, the Custodian or the replacement servicer. If the Decryption Key is the same as the Decryption Key previously delivered by the Seller to the Data Protection Agent, the Seller shall not be obliged to redeliver the same Decryption Key on each Subsequent Purchase Date or Information Date, as applicable, but shall confirm to the Data Protection Agent that no new Decryption Key is necessary. If the Decryption Key on such Subsequent Purchase Date or Information Date, as applicable, is not the same as the previous Decryption Key, the Seller shall deliver to the Data Protection Agent the updated Decryption Key required to decrypt the information contained in the Encrypted Data File delivered on the same date. 128

130 The Data Protection Agent shall hold the Decryption Key (and any updated Decryption Key, as the case may be) in safe custody and protect it against unauthorised access by any third parties until the Management Company requires the delivery of the Decryption Key in accordance with the Data Protection Agreement. In addition, the Data Protection Agent shall produce a backup copy of the Decryption Key and keep it separate from the original in a safe place. Delivery of the Decryption Key by the Data Protection Agent Immediately upon request by the Management Company (but no later than within two (2) Business Days following receipt of such request), the Data Protection Agent shall deliver the Decryption Key to the Management Company (or to any person designated by the Management Company, including without limitation any replacement servicer). The Management Company has undertaken to request the Decryption Key to the Data Protection Agent and use (or permit the use) the data contained in the Encrypted Data File relating to the Debtors only in the following circumstances: (a) (b) the FCT needs to have access to such data to enforce its rights against the Debtors; the law requires that the Debtors be informed (including, without limitation in case of a change of the Servicer following the occurrence of a Servicer Termination Event). Other than is the circumstances set out above, the Data Protection Agent shall keep the Decryption Key confidential and shall not provide access in whatsoever manner to the Decryption Key. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement, and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any person appointed by it or any substitute servicer to) (i) notify the Debtors of the assignment of the relevant Receivables to the FCT and (ii) instruct the Debtor to pay any amount owed under the Purchased Receivables into any account specified by the Management Company in the notification. Termination of the Data Protection Agreement Date. The Data Protection Agreement shall terminate automatically on the Compartment Liquidation The Management Company may terminate the Data Protection Agreement if (i) the entire issue of the Notes has not been completed on the Closing Date or at any later date agreed between the parties, or (ii) after the issue of the Notes and the Residual Units, the Joint Lead Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units and the total amounts received is less than the aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase Date. The Data Protection Agent can only resign with a 30-days prior written notice delivered to the Management Company (with copy to the Custodian, the Seller and the Servicer) and provided that a new Data Protection Agent has been appointed which has undertaken to endorse the same role as the departing Data Protection Agent. 129

131 General If, (a) (b) (c) (d) the Seller has failed to timely deliver any Encrypted Data File and any Decryption Key in accordance with the Data Protection Agreement; the relevant electronic storage device is not capable of being decrypted; the Encrypted Data File is empty; or there are any manifest errors in the information in such Encrypted Data File, (each such circumstance in paragraphs (a) to (d) being a Data Default ), the Management Company shall promptly notify the Seller thereof and the Seller shall remedy the relevant Data Default within ten (10) Business Days of receipt of such notice. If the relevant Data Default is not remedied or waived by the Management Company within five (5) Business Days, the Seller shall give access to such information to the Management Company upon request and reasonable notice. If the relevant Data Default has not been remedied or waived by the Management Company within the period of ten (10) Business Days, such Data Default shall constitute a breach of a material obligation of the Seller upon the expiry of such period. Each of the parties to the Data Protection Agreement has undertaken to comply at any time with the provisions of the data protection laws and agreed that, if they become aware that the Data Protection Agreement is in breach of data protection laws, they will use their best efforts to enter into an alternative data protection arrangement that would not breach the relevant data protection laws. Governing Law The Data Protection Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. 130

132 SPECIALLY DEDICATED BANK ACCOUNT Specially Dedicated Account Bank Agreement General In accordance with articles L and R of the Monetary and Financial Code, the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank have entered into the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté). Operation until notification by the Management Company Credit The Specially Dedicated Account Bank shall be credited in accordance with and subject to the provision of the Master Servicing Agreement. Debit (a) (b) The Servicer has undertaken vis-à-vis the FCT to ensure that the sole means of payment used for the debit of the Specially Dedicated Bank Account are exclusively wire transfers between accounts, which the Specially Dedicated Account Bank has acknowledged and agreed. As long as the Specially Dedicated Account Bank has not received the Notification of Control from the Management Company and without prejudice to the dedicated nature (caractère spécialement affecté) of the Specially Dedicated Bank Account for the benefit of the FCT, the Specially Dedicated Account Bank and the Management Company have expressly agreed that the Servicer will be granted the right to operate the Specially Dedicated Bank Account in giving any instructions of wire transfers from the Specially Dedicated Bank Account, but only for purposes of: (i) (ii) transferring to the General Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account; and to the extent not otherwise set off or already deducted or debited pursuant to the provisions of the Specially Dedicated Account Bank Agreement, transferring to any other bank account of the Servicer, any sum standing to the credit of the Specially Dedicated Bank Account but which are not sums owed to the FCT or which are sums due by the FCT to the Servicer, as soon as possible after having given evidence to the Management Company that such amounts are not owed to the FCT, subject to paragraph (f) below. (c) Immediately upon receipt of a Notification of Control from the Management Company: (i) the Servicer shall cease to be entitled to give any instructions to the Specially Dedicated Account Bank, the Management Company only having such right and, pursuant to the provisions of article D of the Monetary and Financial Code, the Specially Dedicated Account Bank shall conform to the sole instructions of the Management Company (or of any persons designated by it) in relation to the debit operations of the Specially Dedicated Bank Account; any instruction relating to the debit of the Specially Dedicated Bank Account given by the Servicer shall be deemed null and void; any current debit wire transfers made by the Servicer shall be 131

133 suspended unless the relevant transfer is to be made to the General Collection Account; and (ii) the Specially Dedicated Account Bank shall (x) immediately comply exclusively with the instructions of the Management Company (or any other person designated by it) relating to the operation of the Specially Dedicated Bank Account (including in relation to any debits in order to honor any cheques, automatic wire transfers, bills of exchange, bills, promissory notes, acceptations, tradable bonds, including the payment of any amounts due to the Specially Dedicated Account Bank or any other payment), it being provided that the Specially Dedicated Account Bank shall be entitled, without being liable for it and without any further verification, to rely on any instructions or written certificates issued by the Management Company (or any other person designated by it) following the receipt of the said Notification of Control; (y) suspend any current debit wire transfers made by the Servicer, except those wire transfers made to the General Collection Account; and (z) refuse to take into consideration any instruction in relation to the Specially Dedicated Bank Account given by a person not being directly authorised by the Management Company (without prejudice to its other obligations pursuant to the Specially Dedicated Account Bank Agreement). (d) Immediately upon receipt of a Notification of Release, addressed to the Specially Dedicated Account Bank by the Management Company with copy to the Servicer: (i) (ii) the Servicer shall be again entitled to operate the Specially Dedicated Bank Account by giving credit and debit instructions to the Specially Dedicated Account Bank; and the persons authorised by the Servicer shall be entitled to operate the Specially Dedicated Bank Account, it being specified that the delivery of a Notification of Release is without prejudice of the right for the Management Company to send further Notifications of Control. (e) Credit Reversals In the event that an operation corresponding to an Instalment relating to a Purchased Receivable and credited on the Specially Dedicated Bank Account is subject to a Credit Reversal: (i) (ii) (aa) prior to the delivery of a Notification of Control or (bb) following the delivery of a Notification of Release, the Parties acknowledge and agree that the amount of Credit Reversals may be deducted from the sums due by the Servicer to the FCT in accordance with the provisions of the Specially Dedicated Account Bank Agreement; following the delivery of a Notification of Control and for so long as no Notification of Release has been duly delivered: (A) (B) the Specially Dedicated Account Bank shall be authorised to debit an amount equal to the amount of the said Credit Reversal to the extent not already (x) deducted from the Available Collections or (y) debited from the Specially Dedicated Bank Account and subject to paragraph (f) below ; and if the debit operation referred to in paragraph (A) above would result in the Specially Dedicated Bank Account having a debit balance, the Specially Dedicated Account Bank shall be entitled to make such debit only once the Specially Dedicated Bank Account has a credit balance sufficient for such purposes; (f) If, on a given Business Day, the Specially Dedicated Account Bank is instructed to make either: 132

134 (i) (ii) a debit in favour of Crédipar only and such debit would result in the Specially Dedicated Bank Account having a negative balance; or a debit in favour of the FCT and a debit in favour of Crédipar and the combination of both debits would result in the Specially Dedicated Bank Account having a negative balance, the parties to the Specially Dedicated Account Bank Agreement have acknowledged and agreed that: (A) (aa) prior to the delivery of a Notification of Control or (bb) following the delivery of a Notification of Release: (I) (II) the Specially Dedicated Account Bank shall be authorised to instruct in priority the debit in favour of Crédipar (only to the extent such debit would not result in the Specially Dedicated Account Bank having a negative balance, in which case such debit will be automatically postponed in whole or in part until the credit balance of the Specially Dedicated Bank Account is sufficient to allow such debit); and the debit instruction in favour of the FCT will be automatically postponed in whole or in part until the credit balance of the Specially Dedicated Bank Account is sufficient to allow such debit; and (B) following the delivery of a Notification of Control and for so long as no Notification of Release has been duly delivered, the operations set out in paragraph (A) above will no more be permitted without the prior express consent of the Management Company. Change of Specially Dedicated Account Bank If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Management Company will terminate the Specially Dedicated Account Bank Agreement and will appoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bank within 30 Business Days and close the Specially Dedicated Bank Account, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). Either the Specially Dedicated Account Bank or the Servicer (on giving 1-month prior notice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). Governing Law The Specially Dedicated Account Bank Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. 133

135 UNDERWRITING AND MANAGEMENT PROCEDURES General Information Organisation Banque PSA Finance holds 99.99% of the share capital of Crédipar, which employed 831 people at the end of Crédipar's main business function is to provide financing, through loans or leases to the end customers of PSA Peugeot Citroën in France. The Crédipar group mainly offers products such as: (a) (b) Loans (financing scheme): 60.2% of new financings for the year 2010 and 41.2% of all amounts; and Leases (long term or with a purchase option): 39.8% of new financings for the year 2010 and 58.8% of all amounts. The Crédipar group uses a common network, and operates similar underwriting and debt management procedures and common collection and recovery platforms for all its activities. Description of Crédipar's commercial network Crédipar operates through a network of 14 branches divided into seven regions across the French territory which correspond to PSA points of sale. In each region and for each marketing division, the regional business manager is responsible for the sales force and the commercial follow up. Crédipar's products are marketed and distributed through the points of sale of Peugeot and Citroën's dealers. Each point of sale of vehicles is connected to a Crédipar branch. At the end of 2010, Crédipar marketed its car finance products through approximately 99% of the points of sale of Peugeot and Citroën. The operations and client relationship divisions (Direction des Opérations et du Risque Client) cover client relationships and the various departments in charge of accepting, validating and formalising the loans as well as regional client relation managers and teams located within the branches (105 staff members). Underwriting and validation of the loan applications Underwriting procedures Underwriting is processed depending on the scoring zone indicated by the system. The approval process is conducted by an expert system that is a integrated in the credit scoring system in use at Crédipar (SEDRE for individuals). It is operated solely by the personnel in charge of accepting applications. The procedure for the origination and assessment of a loan application until its approval or decline is as follows: (a) (b) Recording of the loan application is established on the basis of the questionnaire completed by the client; The risk is assessed and the application is scored; 134

136 (c) (d) SEDRE gives a recommendation based on the score; For an application with an orange or red score, the application is considered as under management: (i) (ii) For private customer, applications scored orange or red are processed by the relevant employees of the branch, depending on their delegation levels. For commercial client, a service at the head office is in charge of the applications scored orange and red. (e) (f) (g) (h) (i) Further analysis is performed; The information is transferred into a form; If the application is accepted: the approval is formalised through an electronic signature. The original signature of the borrower is also kept in the physical file; The approval or the decline is transmitted to the point of sale; All documents used in the analysis of the application are filed (electronically and/or physically). Risk assessment Credit scoring Crédipar applies a credit scoring to all its loan applications. This scoring matrix has been used by Crédipar since The scoring modules are specific to individuals and companies. For individuals, the scoring uses the client s details (age, income, other loans and leases, profession, employment history, bank history, etc), the type of vehicle purchased (new car or used car, age of the vehicle, purchase price, etc) and the characteristics of the financing scheme (term and size of downpayment). External and internal databases are consulted. Internal information, e.g. if the client has already taken a lease or a loan from Crédipar, is an important factor in the scoring. The main change affecting scoring has been the development of the expert system SEDRE in 1993, which includes the implementation of an expert system to detect inconsistent applications and help combat fraud (in 1995) and the normalisation of the score as a probability of the client s defaulting (in 1997). The credit scoring system is the main factor underpinning the underwriting process conducted by SEDRE: (a) (b) (c) A green score results in the automatic approval of the application. An orange score results in the manual'' assessment of the application either in the branch or in the head office, depending on the acceptance level; and A red score means that the application can be accepted only exceptionally by the regional operations manager, the Head of Client Relations or the head office (overriding). The scoring performances are followed monthly. The main indicators followed are: (a) (b) The breakdown of applications by score. The application of the recommendations of the score (and overrides). 135

137 (c) (d) The discriminatory features of the score and of each of its elements; The monitoring of arrears. Behavioural scoring When evaluating a new application by an existing or previous customer, the payment profile of any previous or other existing loans by the applicant is automatically taken into account via an internal file containing defaults and late payments called Fichier des Incidents de Paiement'' or FIP (History of missed payments). Assessment of the financial solvency of the Debtors The financial solvency of an applicant is evaluated according to his or her debt to income ratio. During the assessment of the application at the underwriting stage, the supporting documents provided to evidence the income of the Debtor (pay slips) are checked. The debt to income ratio is calculated by dividing the sums of all monthly debt obligations by the net monthly family income. Original Loan to Value ratio (OLTV) The loan to value ratio is calculated by dividing the total amount of financing applied for by the purchase price of the financed asset. There is no minimum personal down payment and the maximum loan to value ratio permitted is 100 per cent. External databases Apart from the behavioural database FIP, external databases on credit delinquencies managed by the Banque de France are systematically consulted for each application (Fichier National des Incidents de Remboursement des Crédits aux Particuliers ± FICP and Fichier Central des Chèques). Levels of decision making Applications are accepted at different levels of delegation depending on the score and the initial amount of the loan. For the majority of loans granted to individuals the branch makes the final decision. Validation of applications The information for each loan application is entered into the system at the point of sale. It is later checked and validated by a specialised and independent unit of the branch located at the head office, which cross checks the information contained in the file with the supporting documents and checks that the documents have been signed. The validation team is also responsible for any applicable registration of pledges and ownership clauses. In addition to the systematic validation of each loan application, a specialist team within the validation team, controls thoroughly a significant percentage of new loan applications for each point of sale. Management of performing loans and collection procedures Performing loans are managed by the Client Relations Service (Direction des Services à la Clientèle - DSLC), which has 54 staff members. The Collection Department (Direction du 136

138 Recouvrement - DREC) has 123 members and deals with all late payments (other than those resulting from technical problems) as well as any disputes. In 2008, Banque PSA Finance set up a dedicated structure in Warsaw, Poland, in charge of carrying Amicable Collection (Recouvrement amiable) for French, British, German and Austrian late debtors. This organization (Plate-forme recouvrement) operates with similar collection procedures and is managed at corporate level by Banque PSA Finance Collection Direction (RECT). The payment schedule is established on a monthly basis (the 5th, 10th, 15th, 20th, 25th or end of the month) with a first scheduled payable after 30, 60 or 90 days depending on the grace period chosen by the Debtor. The method of payment for Debtors of current loans is by direct debit; for an overdue balance, a cheque or postal order may be used. Prepayments Partial or full prepayments are allowed at any time during the life of the loan. The lender could refuse a prepayment that represents less than three (3) months Instalment. Penalties are nil for loans relating to the purchase of cars for private use except for loans of more than 21,500. In this case, a penalty representing 6% of the outstanding loan still being due shall be paid. In case of commercial use, the penalty would represent 4% of the outstanding. In both cases, this penalty may be cancelled if the client is taking a new loan. Late payments and litigation The system detects late payments as soon as a direct debit has been missed, i.e. a few days after its due date. The loan is then considered in arrears and amicable collection procedures are automatically started. In the first 30 days following the due date, the loan generally goes through Amicable Automatic Collection (Recouvrement Amiable Automatique (RAA)), during which the Debtor may be granted some flexibility on payments depending on his or her recovery score. A second direct debit is then taken (Seconde Présentation Automatique (SPA)) within 15 to 30 days depending on the recovery score. After 30 days, if the overdue remains unpaid, the account goes to Amicable Collections (Recouvrement Amiable (RA)). The loan is passed to a telephone team dedicated to late payments. The collection officer calls the Debtor to enquire about the causes for non-payment. In most cases, a promise is made by the Debtor to pay at an agreed date. A letter is automatically sent out to the Debtor confirming the terms of the promise. If the overdue amount has not been paid within 90 days after the due date of the first overdue instalment, the loan goes to the Legal Collection Proceedings Phase 1A (Recouvrement Judiciaire 1A). The manager of the loan then makes the decision whether or not to file a claim with the court to start legal proceedings against the Debtor with a view to repossessing the vehicle. An amicable resolution will continue to be sought with the Debtor throughout this process. The transfer to the litigation department (Recouvrement Contentieux) for enforcement generally occurs within the month following the default (a maximum of 150 days maximum after the due date of the first overdue instalment). The change of status of the loan is then irreversible. Forfeiture is pronounced once the loan is transferred to the litigation department, either automatically or upon order of the loan officer. When the loan enters into the Legal Collection Proceedings Phase 1B (Recouvrement Judiciaire 1B), an injunction to pay is sought in order to recover the balance still possibly due after the repossession of the vehicle. 137

139 Once all attempts to resolve a case in court or with the Debtor have been unsuccessful, the case is then transferred to a management department dealing with long-term debt recovery cases. In the event of insolvency of the Debtor, the file is left under surveillance and is re-examined on a regular basis, using specialised software dedicated for this use by the management department. Sale of the vehicles The vehicle may be sold for the benefit of the lenders in two cases: if the Debtor has voluntarily returned the vehicle or if the vehicle has been repossessed following a court order. The type of sale generally considered is by auction. In certain cases, vehicles are sold to dealers or licensed garages. The decision to sell is made by the manager of the loan and occurs when it has not been possible to obtain an amicable arrangement with the Debtor. Personal insolvency management (Neiertz procedure) Personal insolvencies are dealt with separately by a specialised team. Some Debtors may appear to be insolvent without being in default on loans granted by Crédipar (for example, no payment is overdue). To trigger the Neiertz treatment at Crédipar, the Banque de France must have initially accepted the case. The file is then marked in the database of Crédipar. According to Crédipar Servicing Procedures, a receivable that is subject to a Neiertz procedure is not classified as defaulted nor delinquent solely as a result of the start of this procedure. The number of days unpaid will prevail. When the Banque de France has accepted the Neiertz file, the file is frozen and the test on number of days unpaid is not applied anymore. Only after issuance of a restructuring plan including partial or full write-down of the receivable, the file will be classified as defaulted as per the Servicing Procedures. DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER Organisation of Banque PSA Finance Introduction Banque PSA Finance ( BPF ) is the parent company of the Banque PSA Finance group ( BPF Group ) operating in twenty-five countries. The BPF Group offers a full range of retail financing products to customers of the two brands Peugeot and Citroën as well as floor-stock and replacement parts financing for the two carmakers dealers. It is not involved substantially in any other type of financing activities. Although fully owned by PSA Peugeot Citroën, BPF is not responsible for the funding of the PSA group s industrial activities and has limited exposure to the group. BPF s activities are mainly based in Western Europe France, Germany, the UK and Spain being its key markets. However, Central Europe is playing an increasingly important role. It has a key function in PSA Peugeot Citroën s strategy to offer customers integrated products, financing and service packages that meet their needs. BPF strengthens relationships with car dealers by providing them with a full array of specially tailored financing and services sales support systems. BPF is also developing integrated products including such automobile-related services as maintenance and extended warranties, whose subscription-based delivery makes them more attractive to customers. These integrated products are also offered to buyers of used vehicles. BPF also offers auto insurance through a programme with specialist partners that offers specific insurance solutions for the Peugeot and Citroën brands. 138

140 In terms of wholesale financing, BPF finances the new and replacement vehicles, parts inventories of both the Peugeot and Citroën brands and all car dealer networks in the countries where it operates, as well as meeting certain other working capital and equipment financing needs. BPF was incorporated in France as PSA Finance Holding and established as a société anonyme on 15 December 1982 under registration number RCS PARIS B BPF s term of incorporation will expire on 15 December 2081 unless extended or dissolved before such date. PSA Finance Holding changed its name to Banque PSA Finance Holding on 26 July 1995 and subsequently to Banque PSA Finance following approval by its shareholders on 15 July On 26 July 1995, BPF was registered as a bank and as such is regulated by French bank authorities (Commission Bancaire). BPF operates under articles L and following of the Commercial Code (Code de commerce) and under articles L and following of the Monetary and Financial Code (Code monétaire et financier). BPF s head office is located at 75, avenue de la Grande Armée, Paris, France. BPF is a wholly-owned subsidiary of Peugeot S.A. Its authorised and issued capital is currently EUR 177,408,000, with a share capital divided into 11,088,000 shares of common stock with a par value of EUR 16. BPF s shares are not listed on any stock market. Peugeot S.A. s shares are listed on the Eurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the International SEAQ market in London and in the United States of America in the form of sponsored American Depositary Receipts (ADRs) traded on the New York over-the-counter market. Organisation The BPF Group does business in France, Germany, the United Kingdom, Italy, Spain, Belgium, The Netherlands, Portugal, Switzerland, Austria, Brazil, Argentina, Poland, Czech Republic, Slovakia, Luxembourg, Hungary, Mexico, Slovenia, Turkey, China, Croatia, Russia, Algeria and Malta. In 2006, BPF set up a finance company in partnership with Bank of China and a new marketing subsidiary in Turkey, with a local banking partner. In January 2008, BPF extended its operations in Slovenia through a joint venture with a banking partner. In June 2008, BPF again set up business in Algeria. The company is 98%-owned by PSA Financial Holding B.V. and 2% by Banque PSA Finance. In June 2008, Banque PSA Finance increased the capital of its subsidiary PSA Assurance S.A.S. This subsidiary acts as the French holding company of PSA Services Ltd, an entity in Malta that owns two local insurance companies. In July 2008, BPF set up in Croatia to develop financing business in the local market. The company is wholly-owned by PSA Financial Holding B.V. At the end of June 2009, Banque PSA Finance bought 98% of AIG Bank Rus, of which 50% through PSA Financial Holding B.V. Named Bank PSA Finance Rus, this new subsidiary started its operations in August Banque PSA Finance in France In France, the Banque PSA Finance group conducts its financing business with Sofira and the retail financing network of Crédipar. 139

141 Crédipar The Compagnie Générale de Crédit aux Particuliers or Crédipar was set up in 1979 to take over the financing companies of the Peugeot group and the subsidiaries of Sovac SCA specialised in providing retail financing for customers of the Citroën dealer network. BPF has acquired the shares that Sovac SCA held in Crédipar to become the sole shareholder of Crédipar. Crédipar is registered as a credit institution. Crédipar and its subsidiaries provide financing services to purchasers of Peugeot and Citroën cars. These financing services include redeemable automobile credits, leasing contracts with purchase option and long-term leasing for new and used vehicles, personal loans, credit cards and insurance products. The total number of new vehicles financed by Crédipar rose to 242,991 in 2010 from 233,109 in 2009 (a 4.2% increase year on year). Its penetration rate, expressed as a percentage of new vehicle registrations for both marques, therefore improved to 27.9% from 26.7% in The number of used vehicles financed grew decreased 5.9% in 2010, to 82,025 units compared with 87,165 the previous year. This decrease is mainly due to the car scrappage scheme. Overall, the total number of vehicles financed amounted to 325,016, a rise of 1.5% compared with 320,274 in Key Figures of the Seller Retention and disclosure requirements under the Capital Requirements Directive Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar in its capacity as subscriber of the Residual Units, shall on a consolidated basis retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Offering Memorandum such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order )), by the holding all the Class B Notes and all the Residual Units issued by the FCT in relation with the Compartment. As condition precedent to the purchase of Additional Receivables on Subsequent Purchase Dates, the Management Company 140

142 shall have received prior written confirmation from the Custodian that Banque PSA Finance holds all of the Class B Notes and Crédipar holds all of the Residual Units. In each Class A Notes Underwriting and Subscription Agreement and Class B Notes and Residual Units Subscription Agreement, Banque PSA Finance and Crédipar has: (i) (ii) (c) adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this Offering Memorandum and ensure that the Noteholders have readily available access to all materially relevant data as required under paragraph 7 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(g)) of the 2007 Order): and undertaken to the Joint Lead Managers and the FCT that it shall at all times retain the ownership of the Class B Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the Joint Lead Managers and the FCT to procure that Banque PSA Finance complies with such undertaking. An overview of the retention of the material net economic interest by Banque PSA Finance and Crédipar in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Sub-Section CALCULATIONS AND DETERMINATIONS DUTIES OF THE MANAGEMENT COMPANY ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation and obligations in this respect. Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in this paragraph. 141

143 USE OF PROCEEDS The proceeds of the issue of the Class A Notes shall be 956,000,000, the proceeds of the issue of the Class B Notes shall be 94,000,000, and the proceeds of the issue of the Residual Units shall be 300. The total proceeds of the offering of the Notes and the Residual Units shall be 1,050,000,300 which will be applied by the Management Company to finance the Principal Component Purchase Price of the Purchased Receivables from the Seller, on the First Purchase Date, in accordance with and subject to the terms of the Master Purchase Agreement. 142

144 TERMS AND CONDITIONS OF THE NOTES The following are the terms and conditions of the Notes (including the Class A Notes) in the form (subject to completion and amendment) in which they will be set out in the Compartment Regulations. These terms and conditions include summaries of, and are subject to, the detailed provisions of, the FCT Regulations and the other Transaction Documents. The 956,000,000 Class A Notes due 26 December 2022 (the Class A Notes ) and the 94,000,000 Class B Notes due 26 December 2022 (the Class B Notes and, together with the Class A Notes, the Notes ) shall be issued by the FCT in respect of the Compartment pursuant to the General Regulations and the Compartment Regulations entered into on or before the Closing Date (collectively, the FCT Regulations ) between the Management Company and the Custodian and are subject to these terms and conditions (the Conditions ). The Compartment will not issue any further Notes after the Closing Date. These Conditions are the terms and conditions of the Notes, including the Class A Notes. Under a paying agency agreement entered into on or before the Closing Date (the Paying Agency Agreement ) between the Management Company, the Custodian and the Paying Agent, among other things, the Management Company will appoint the Paying Agent to make payments of principal, interest and other amounts (if any) in respect of the Class A Notes only, on its behalf. These Conditions are subject to the detailed provisions of, the Compartment Regulations, the Paying Agency Agreement and the other Transaction Documents. The holders of Class A Notes and all persons claiming through them or under the Notes are entitled to the benefit of, and are bound by, the FCT Regulations, copies of which are available for inspection at the specified office of the Paying Agent. 1. Form, Denomination and Title (a) The Class A Notes will be issued by the FCT in bearer form in denominations of 100,000 each. The Class B Notes will be issued by the FCT in registered form in denominations of 100,000 each. The Rate of Interest on the Notes is the aggregate of the EURIBOR Reference Rate plus the Relevant Margin as set out below: Class of Notes Class A Notes Class B Notes Relevant Margin 0.90 per cent. per annum 1.60 per cent. per annum Interest on the Notes will be payable in arrear on each Payment Date. The Notes will at all times be represented in book entry form (dématérialisée). No physical documents of title will be issued in respect of the Notes. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest due and otherwise payable under the Class B Notes on that Monthly Payment Date shall not be paid on that date but on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. 143

145 (b) (c) The Class A Notes will, upon issue, be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France. Title to the Class A Notes shall at all times be evidenced by entries in the books of the account holders affiliated with the Clearing Systems, and a transfer of Class A Notes may only be effected through registration of the transfer in the register of the account holders. Title to the Class B Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of Class B Notes may only be effected through registration of the transfer in such register. 2. Status and Relationship between the Class A Notes and the Class B Notes (a) Status The Notes constitute direct, secured and unconditional obligations of the FCT in respect of the Compartment and all payments of principal and interest on the Notes shall be made to the extent of the Available Distribution Amount, subject to the relevant Priority of Payments. (b) Relationship between the Class A Notes the Class B Notes and the Residual Units During the Revolving Period, the Amortisation Period or the Accelerated Amortisation Period, (i) payments of interest in respect of the Cass A Notes shall be made on a pro rata and pari passu basis, (ii) payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes and (iii) payments of interest in respect of the Residual Units are subordinated to payments of interest in respect of the Notes of all classes. During the Amortisation Period, (i) payments of principal in respect of the Class A Notes shall be made on a pro rata and pari passu basis, (ii) payments of principal in respect of the Class B Notes are subordinated to payments of principal in respect of the Class A Notes and (iii) payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes. During the Accelerated Amortisation Period, the Class A Notes will be redeemed in full, on a pro rata and pari passu basis, to the extent of the Available Distribution Amount on each Accelerated Payment Date subject to the Accelerated Priority of Payments. After the amortisation in full of the Class A Notes, the Class B Noteholders will receive payment of principal and interest to the extent of the Available Distribution Amount and subject to the Accelerated Priority of Payments. During the Accelerated Amortisation Period, no payment of interest or principal in respect of the Residual Units will be made until the Notes have been redeemed in full. (c) Priority of Payments during the Revolving Period and the Amortisation Period During the Revolving Period and the Amortisation Period, the Management Company will, on each Monthly Payment Date, apply the Available Distribution Amount in accordance with the following Priorities of Payments, as determined by the Management Company pursuant to the terms of the Compartment Regulations and the provisions of sub-paragraphs (i), (ii) and (iii) below. (i) Interest Priority of Payments During the Revolving Period and the Amortisation Period, the Available Interest Amount (including, for the avoidance of doubt, the General Reserve) will be applied on each Monthly 144

146 Payment Date by the Management Company in or towards the following payments but, in each case, only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full: (a) (b) (c) (d) (e) (f) (g) (h) (i) payment of the Compartment Expenses (save for the remuneration payable to the Paying Agent) and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculated by the Management Company on previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap Termination Amount (other than the Senior Swap Subordinated Termination Payments (if any) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may be, in priority to such payment, payment on a pro rata and pari passu basis of Net Swap Amounts Arrears and Swap Termination Amount Arrears calculated by the Management Company on previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Monthly Interest Period ending on such Monthly Payment Date together with the remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by the Management Company on previous Monthly Payment Dates and remaining due and unpaid on such Monthly Payment Date; transfer to the credit of the General Reserve Account of such amount as is necessary for the credit of the General Reserve Account to be at least equal to the General Reserve Required Amount applicable on that Monthly Payment Date, as calculation by the Management Company; transfer to the credit of the Principal Account of an amount equal to the Principal Deficiency Amount as calculated by the Management Company in respect of such Monthly Payment Date; payment of the Senior Swap Subordinated Termination Payments (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case may be, in priority to such payment, payment of any Senior Swap Subordinated Termination Payments Arrears (if any) calculated by the Management Company on the previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Monthly Payment Dates and remaining due on such Monthly Payment Date; payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable in respect of the Monthly Interest Period ending on such Monthly Payment Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company on previous Monthly Payment Dates and remaining due and unpaid on such Monthly Payment Date; if on such Monthly Payment Date the General Reserve is higher than the General Reserve Required Amount, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to Crédipar as reimbursement of the 145

147 General Reserve Cash Deposit an amount equal to the excess of (x) the current General Reserve over (y) the General Reserve Required Amount; (j) (k) (l) payment of any Monthly Deferred Principal due and payable on such Monthly Payment Date, plus any Monthly Deferred Principal due and payable on preceding Monthly Payment Date(s) and remaining unpaid on such Monthly Payment Date; (x) in respect of the first Monthly Payment Date only, payment to the Seller of the Interest Component Purchase Price of the Receivables purchased on the First Purchase Date and (y) in respect of the subsequent Monthly Payment Dates, payment to the Seller of the Interest Component Purchase Price of the Receivables purchased on the penultimate Purchase Date prior to such Monthly Payment Date and, in priority thereto, payment to the Seller of the Interest Component Purchase Price or portion of Interest Component Purchase Price of any Receivables purchased on any previous Purchase Dates remaining unpaid on such Monthly Payment Date; and payment of the remaining credit balance of the Interest Account as interest to the holders of the Residual Units. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the above Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. (ii) Principal Priority of Payments During the Revolving Period and the Amortisation Period, the Available Principal Amount standing to the credit of the Principal Account (together with the amounts credited by debiting the Interest Account in accordance with item (e) of the Interest Priority of Payments) will be applied on each Monthly Payment Date by the Management Company towards the following priority of payments but only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full and by debiting the Principal Account: (a) (b) (c) (d) payment in the order of priority there stated of the amounts referred to in paragraphs (a), (b) and (c) (inclusive) of the Interest Priority of Payments, but only to the extent not paid in full thereunder after application of Available Interest Amount in accordance with the Interest Priority of Payments and always in accordance with and subject to such Interest Priority of Payments; during the Revolving Period (only), payment of the Principal Component Purchase Price of each Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Monthly Payment Date to the Seller, to the extent where that Principal Component Purchase Price has not been set-off with Non-Conformity Rescission Amounts (if any); during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata and pari passu basis of the Class A Principal Payments due to the Class A Noteholders; payment of the amounts referred to in paragraph (h) of the Interest Priority of Payments, but only to the extent not paid in full thereunder after the application of the Available Interest Amount in accordance with the Interest Priority of Payments; 146

148 (e) (f) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata basis of the Class B Principal Payments due to the Class B Noteholders; payment of the Compartment Liquidation Surplus to the holders of the Residual Units on the Compartment Liquidation Date. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, no payment shall be made under the above Principal Priority of Payments and items otherwise due and payable on that Payment Date shall be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. (iii) Accelerated Priority of Payments Following the occurrence of an Accelerated Amortisation Event or a Compartment Liquidation Event, on any Accelerated Payment Date, all amounts standing to the credit of the General Collection Account will be applied in the following priority of payments after the transfer of all amounts standing to the credit of the General Reserve Account together with all monies standing to the credit of the Principal Account and the Interest Account (if any) onto the General Collection Account: (a) (b) (c) (d) (e) (f) (g) payment of the Compartment Expenses and, in priority to such payment, payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due on such Accelerated Payment Date; payment, on a pro rata and pari passu basis, of the Net Swap Amounts (if any) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements together with the Swap Termination Amount (if any) in respect of any terminated Interest Rate Swap Agreement (other than the Senior Swap Subordinated Termination Payments (if any)) and, as the case may be, in priority to such Net Swap Amounts and Swap Termination Amount, payment of any Net Swap Amount Arrears and Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due in respect of the Interest Period ending on such Payment Date together with the remuneration of the Paying Agent a and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall and (together with any arrears of remuneration of the Paying Agent) calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; transfer to the credit of the General Reserve Account of such amount as is necessary for the credit of the General Reserve Account to be at least equal to the General Reserve Required Amount applicable on that Monthly Payment Date, as calculated by the Management Company; redemption in full of the Class A Notes (on a pro rata and pari passu basis); payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and pari passu with such payment, payment of the Senior Swap Termination Subordinated Payments Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the 147

149 Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; (h) (i) (j) (k) (l) (m) (n) payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of the Class B Notes together with the remuneration of the Paying Agent and, in priority to such payment, payment of any Class B Interest Amounts Shortfall and arrears of the remuneration of the Paying Agent calculated by the Management Company on the previous Payment Dates and remaining due on such Accelerated Payment Date; redemption in full of the Class B Notes (on a pro rata basis); subject to the full redemption of the Notes of each class and to the extent not otherwise reimbursed in accordance with item (i) of the Interests Priority of Payments, repayment of the outstanding General Reserve Cash Deposit to the Seller; payment of any amount of any Monthly Deferred Principal remaining unpaid; payment of any Interest Component Purchase Price remaining unpaid to the Seller; if on such Accelerated Payment Date the General Reserve is higher than the General Reserve Required Amount, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to Crédipar as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the current General Reserve over (y) the General Reserve Required Amount; and on the Compartment Liquidation Date, payment to the holder of the Residual Units of an amount equal to the Compartment Liquidation Surplus as final payment in principal and interest. (iv) Principal Deficiency Amount During the Revolving Period and the Amortisation Period, a principal deficiency ledger (the Principal Deficiency Amount ) will be established in order to record any loss or principal delinquency on the Receivables allocated to the Notes. Pursuant to the Compartment Regulations, on each Calculation Date during the Revolving Period and the Amortisation Period, the Management Company shall calculate the Principal Deficiency Amount with respect to each Payment Date. An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the Interest Account to the Principal Account on each Payment Date during the Revolving Period and the Amortisation Period in accordance with the Interest Priority of Payments. 3. Interest (a) General Each Note accrues interest on its Principal Amount Outstanding, from the Closing Date (inclusive) until the later of the date when the Principal Amount Outstanding of such Note is reduced to zero and on the Final Legal Maturity Date. 148

150 (b) (i) Payment Dates and Interest Periods Interest during the Revolving Period and the Amortisation Period During the Revolving Period and the Amortisation Period, interest in respect of the Notes will be payable monthly in arrears with respect to each Monthly Interest Period corresponding to the 25 th day of each month in each year, each of which is a Monthly Payment Date. If any Monthly Payment Date falls on a day which is not a Business Day, such Monthly Payment Date shall be postponed to the next day which is a Business Day unless such Business Day falls in the next calendar month, in which case the Monthly Payment Date shall be brought forward to the immediately preceding Business Day. The first Monthly Payment Date shall be the 26 th day of September By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest due and otherwise payable under the Class B Notes on that Monthly Payment Date shall not be paid on that date but on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. (ii) Interest during the Accelerated Amortisation Period Following the occurrence of an Accelerated Amortisation Event, interest in respect of the Notes will be payable, according to the provisions of paragraph (d) below, monthly in arrear on each Accelerated Payment Date, being the 25 th day in each month of each year until the later of the date on which the Principal Amount Outstanding of such Note is reduced to zero and the Final Legal Maturity Date. If any Accelerated Payment Date falls on a day which is not a Business Day, such Accelerated Payment Date shall be postponed to the next day which is a Business Day unless such Business Day falls in the next calendar month in which case the Accelerated Payment Date shall be brought forward to the immediately preceding Business Day. (iii) Interest Period (a) an Interest Period in respect of the Notes means: (i) (ii) a Monthly Interest Period, for any Monthly Payment Date during the Revolving Period and the Amortisation Period, being any period beginning on (and including) the previous Monthly Payment Date and ending on (but excluding) the next Monthly Payment Date; or a Monthly Interest Period, for any Accelerated Payment Date during the Accelerated Amortisation Period, being any period beginning on (and including) the previous Accelerated Payment Date and ending on (but excluding) the next Accelerated Payment Date, save for the first Monthly Interest Period, which shall begin on (and include) the Closing Date and shall end on (but exclude) the first Monthly Payment Date. The last Interest Period shall end on (and exclude) the earlier of: (i) the date on which the Principal Amount Outstanding of each class of Notes is zero; and (ii) the Final Legal Maturity Date. (b) Interest shall cease to accrue on any Note: (i) (ii) on the date on which the Principal Amount Outstanding on such Note is reduced to zero; or if later, on the Final Legal Maturity Date. 149

151 (c) Rate of Interest on the Notes The Rate of Interest applicable to the Notes will be determined by the Management Company on each Interest Rate Determination Date in respect of the relevant Interest Period on the basis of the following paragraphs. The Rate of Interest applicable to the Notes in respect of each Interest Period will be the aggregate of the applicable EURIBOR Reference Rate and the Relevant Margin. (i) (ii) The EURIBOR Reference Rate means 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2 month EURIBOR and 3 month EURIBOR) in respect of each Monthly Interest Period during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period. The Relevant Margin is: Class of Notes Class A Notes Class B Notes Relevant Margin 0.90 per cent. per annum 1.60 per cent. per annum (iii) There will be no maximum or minimum Rate of Interest. (d) (i) Determination of rate of Interest and calculation of the interest amount Determination of Rate of Interest On each Interest Rate Determination Date the Management Company will determine the Rate of Interest applicable to, and calculate the amount of interest payable in respect of, each Note on the relevant Payment Date. (ii) Determination of the interest amount The interest amount payable on each Payment Date in respect of each class of Notes shall be calculated by Management Company, on each Calculation Date, by: (a) determining the following amount (the Product ), (i) (ii) (iii) applying the applicable Rate of Interest to the Principal Amount Outstanding of a Note of the corresponding class of Notes on the first day of the relevant Interest Period; multiplying the product by the actual number of days in the related Interest Period; dividing by three hundred sixty (360); and rounding the result to the nearest Euro cent; and (b) multiplying the Product by the number of Notes that are outstanding under such class of Notes. The Management Company will promptly notify the applicable Rate of Interest and the interest amount due in respect of each class of Notes for the Interest Period corresponding to the next Payment Date to the Paying Agent. 150

152 By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, if the Monthly Payment Date is a Reduced Payment Date, interest due and otherwise payable under the Class B Notes on that Monthly Payment Date shall not be paid on that date but on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments (iii) Principal Amount Outstanding of a Note On any Payment Date, the Principal Amount Outstanding of a Note is equal to the Initial Principal Amount of that Note less the aggregate amount of all Class A Principal Payments or the Class B Principal Payments (as applicable) paid in respect of that Note prior to such date and on such Payment Date. The Class A Principal Payments and the Class B Principal Payments (as applicable) relating to each class of Notes will be calculated by the Management Company in accordance with the applicable amortisation formula during the Amortisation Period and the Accelerated Amortisation Period, as set out in paragraph 4 below. (iv) Notification to be final All notifications, determinations, calculations and decisions given, expressed or made by the Management Company (in the absence of wilful misconduct, bad faith or manifest error) are binding as against the Paying Agent and the Noteholders. (e) Interest Rate Swap Agreements The FCT has executed on the Closing Date with each Interest Rate Swap Counterparty an Interest Rate Swaps Agreement governed by a FBF Master Agreement, pursuant to which each Interest Rate Swap Counterparty is obliged to pay on each separate Payment Date the Floating Amount to the Compartment, and the Compartment, will pay on each applicable Payment Date, the Fixed Amount, subject to any netting between the Floating Amount and the Fixed Amount (see Section CREDIT STRUCTURE Description of the Interest Rate Swap Agreements in this Offering Memorandum). 4. Redemption (a) Revolving Period During the Revolving Period the Noteholders will only receive payments of interest on their Notes on each Monthly Payment Date (subject to and in accordance with the applicable Priority of Payments) and will not receive any payments of principal except in the case of a Partial Early Amortisation. (b) Partial Early Amortisation Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on three (3) successive Purchase Dates, the aggregate of the Effective Outstanding Balances of the Performing Receivables, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Effective Outstanding Balances of the Receivables which are sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on the immediately following Monthly Payment Date, the Class A Notes and the Class B Notes will be subject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period. On that Monthly Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial 151

153 amortisation of the Class A Notes and Class B Notes, pari passu and pro rata the Principal Amount Outstanding of the Class A Notes and of the Class B Notes. For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes and of the Class B Notes shall continue to be used as a basis for the purpose of determining whether a Purchase Shortfall has occurred. (c) Amortisation Period During the Amortisation Period (including upon the occurrence of an Amortisation Event), the Notes shall be subject to redemption on each Monthly Payment Date falling after the end of the Revolving Period (subject to the occurrence of any Accelerated Amortisation Event) sequentially as follows: (i) first, in redeeming on a pari passu basis the Class A Notes until no Class A Note remains outstanding; (ii) second, in redeeming the Class B Notes until no Class B Note remains outstanding. Such redemption will be subject to, and in accordance with the applicable Priority of Payments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes of that Class are reduced to zero and (ii) the Final Legal Maturity Date. (d) Accelerated Amortisation Period Following the occurrence of an Accelerated Amortisation Event, the Notes shall be subject to mandatory redemption on each Accelerated Payment Date on or after the date on which the Accelerated Amortisation Event has occurred sequentially as follows: (i) (ii) first, in redeeming on a pari passu basis the Class A Notes until no Class A Note remains outstanding; second, in redeeming the Class B Notes until no Class B Note remains outstanding. Such redemption will be subject to, and in accordance with the applicable Priority of Payments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstanding of that Class of Notes are reduced to zero and (ii) the Final Legal Maturity Date. (e) (i) Determination of the amortisation of the Notes Amortisation Period: During the Amortisation Period and prior to each Monthly Payment Date, the Management Company will determine: (A) (B) (C) the Available Amortisation Amount in respect of such Monthly Payment Date; the Class A Principal Payment and the Class B Principal Payment due and payable in respect of each class of Notes on such Monthly Payment Date; and the Principal Amount Outstanding of each class of Notes on such Monthly Payment Date. The Available Amortisation Amount in respect of each class of Notes as at each Monthly Payment Date, shall be equal to the greater of (a) zero and (b) an amount equal to (i) minus (ii) where (i) is the aggregate of the Principal Amount Outstanding of the Class A Notes and the Principal Amount Outstanding of the Class B Notes as calculated on the immediately 152

154 preceding Monthly Payment Date (or as the case may be, on the Closing Date if such Monthly Payment Date falls in September 2011) and (ii) is the aggregate of the Effective Outstanding Balances of all Performing Receivables as calculated on the immediately preceding Determination Date. The Class A Principal Payment and the Class B Principal Payments payable on each Monthly Payment Date to the Noteholders of each relevant class of Notes will be calculated by the Management Company in accordance with the following amortisation formula: (A) (B) for as long as any Class A Note remains outstanding, the Available Amortisation Amount will be applied on a pari passu basis to the Class A Principal Payment up to the Principal Amount Outstanding of the Class A Notes as at the previous Monthly Payment Date; and for so long as any Class B Note remains outstanding, 100 per cent. of the Available Amortisation Amount (after deduction of all Class A Principal Payments payable to Class A Noteholders on such Monthly Payment Date) will be applied to the Class B Principal Payment up to the Principal Amount of the Class B Notes as at the previous Monthly Payment Date. The Class A Principal Payment and the Class B Principal Payment payable on each Monthly Payment Date to the Noteholders of each relevant class of Notes will be equal to the Class A Principal Payment or the Class B Principal Payments (as applicable) divided by the number of Notes of that Class (rounded to the nearest euro), provided that in respect of such class of Notes no Class A Principal Payment or Class B Principal Payment (as applicable) shall exceed the relevant Principal Amount Outstanding of the relevant Note, as calculated by the Management Company as at the previous Monthly Payment Date. By way of exception to the above, on a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder on any Payment Date. (ii) Accelerated Amortisation Period During the Accelerated Amortisation Period, from the Accelerated Payment Date following the date on which an Accelerated Amortisation Event occurs and until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes of the relevant Class is reduced to zero and (ii) the Final Legal Maturity Date: (A) (B) the Class A Notes shall be repaid on a pari passu basis to the extent of the Available Distribution Amount on each such Accelerated Payment Date until redeemed in full, and subject to the Accelerated Priority of Payments; and once the Principal Amount Outstanding of the Class A Notes, the Class A Interest Amount and any Class A Notes Interest Shortfall have been paid in full to the Class A Noteholders the Class B Notes shall be repaid to the extent of the Available Distribution Amount on each such Accelerated Payment Date on and following such time until redeemed in full, and subject to the Accelerated Priority of Payments.(iii) No purchase of Notes by the FCT In accordance with article L of the Monetary and Financial Code, no Noteholder shall be entitled to ask the FCT to repurchase its Notes. (f) Final Legal Maturity Date The Final Legal Maturity Date of the Notes is 26 December 2022 and unless previously redeemed, the Notes of each class shall be redeemed on that date. 153

155 5. Payments (a) Method of Payment (i) Method of payment in respect of the Class A Notes Any amount of interest or principal due in respect of any Class A Note will be paid in Euro by the Paying Agent on each applicable Payment Date up to the amount transferred by the Management Company (or the Compartment Account Bank acting upon the instructions of the Custodian and the Management Company) to the Paying Agent by debiting the Principal Account in respect of payments of principal and by debiting the Interest Account and, if necessary, the General Reserve Account and ultimately the Principal Account (if necessary) in respect of payments of interest. The payments in respect of the Class A Notes will be made to the Class A Noteholders identified as such and as recorded with the relevant Clearing System. Any payment of principal and interest will be made in accordance with the rules of the relevant Clearing System. (ii) Method of payment in respect of the Class B Notes Any amount of interest or principal due in respect of any Class B Notes Note will be paid in Euro by the Management Company on each applicable Payment Date: (a) during the Revolving Period and the Amortisation Period: (i) (ii) in respect of payments of interest, by debiting the Interest Account; and in respect of payments of principal, by debiting the Principal Account; and (b) during the Accelerated Amortisation Period: in respect of payments of interest and principal, by debiting the General Collection Account, to the extent of the Available Distribution Amount and subject to the applicable Priorities of Payments. The payments in respect of the Class B Notes will be made by the Management Company to the Custodian as holder the register of the Class B Notes and the Custodian will in its turn pay each holder of such Class B Notes as identified in the register of the Custodian. (iii) Tax All payments of principal and/or interest in respect of the Notes will be subject to applicable tax laws in any relevant jurisdiction. Payments of principal and interest in respect of the Notes will be made net of any withholding tax or deductions for or on account of any tax applicable to the Notes in any relevant state or jurisdiction, and neither the FCT nor the Paying Agent are under any obligation to pay any additional amounts as a consequence of any such withholding or deduction. 154

156 (b) Initial Paying Agent (in respect of the Class A Notes only) (i) The initial Paying Agent is: CACEIS Corporate Trust 1-3, place Valhubert Paris France (ii) Under the Paying Agency Agreement: (a) (b) the Management Company may on 30-days prior written notice terminate the appointment of the Paying Agent and appoint a new paying agent; and the Paying Agent may resign on giving 30-days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been appointed. Notice of any amendments to the Paying Agency Agreement shall promptly be given to the Noteholders in accordance with Condition 8. (c) Payments made on Business Days If the due Payment Date of any amount of principal or interest in respect of the Notes is not a Business Day, then the holders of such Notes shall not be entitled to payment of the amount due until the next following Business Day unless that day falls in the next calendar month, in which case the due date for such payment shall be the first preceding day that is a Business Day. 6. Prescription After the Final Legal Maturity Date, any part of the nominal value of the Notes of any class or of the interest due thereon which remains unpaid will be automatically cancelled, so that no Noteholder, after such date, shall have any right to assert a claim in this respect against the FCT and the Compartment, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date. 7. Representation of the Noteholders (a) The Masse The Noteholders of each class will be automatically grouped for the defence of their respective common interests in a masse (each a Masse ). If, and to the extent that, all Notes of a particular class are held by a single Noteholder (as will be the case for the Class B Notes on the Closing Date), the rights, powers and authority of the relevant Masse will be vested in such Noteholder. Each Masse shall be governed by: (i) articles L et seq. of the Commercial Code and by the French decree no of 23 March 1967, as amended and codified in the Commercial Code, to the extent such provisions are applicable, given that the FCT, being a fonds commun de titrisation, has no legal personality, and is subject to the provisions of the General Regulations and the Compartment Regulations; and 155

157 (ii) (iii) articles L et seq. of the Monetary and Financial Code; and the laws and regulations governing fonds communs de titrisation. Notices for calling for a general meeting (assemblée générale) of the Noteholders of a class of Notes (each a Noteholders Meeting ) and resolutions passed at any Noteholders Meeting and any other decision to be published pursuant to French laws and regulations will be published as provided under Condition 8 (Notices). (b) Status of each Masse Each Masse will be a separate legal entity (personnalité civile) pursuant to the provisions of article L and article L of the Commercial Code represented by one representative (each a Noteholder Representative ). The relevant Masse alone, to the exclusion of any Noteholder of the relevant class of Notes, shall exercise the common rights, actions and benefits which may accrue now or in the future with respect to the relevant class of Notes. (c) (i) Noteholder Representative Appointment Any person of French nationality or any citizen of any EU Member State resident in France may be appointed as a Noteholder Representative, provided that the following persons may not be chosen as a Noteholder Representative in respect of a class of Notes: (A) (B) (C) (D) the Management Company or the Custodian; any person holding at least ten per cent (10%) of the share capital of the Management Company and/or the Custodian or in respect of which the Management Company and/or the Custodian holds at least ten per cent (10%) of the share capital; any person guaranteeing all or part of the obligations of the FCT; the Noteholder Representative in respect of the other class of Notes; (E) the respective managers (gérants), general managers (directeurs généraux), members of the board of directors (conseil d administration), of the executive board (directoire) or of the supervisory board (conseil de surveillance), statutory auditors (commissaires aux comptes) or employees of the above mentioned entities, and their ascendants, descendants and spouses; and (F) the persons to whom the practice of banker is forbidden or who have been deprived of the rights of directing, administering or managing a business in whatever capacity. The initial Noteholder Representative in respect of the Class A Notes will be (the Class A Noteholder Representative ): Chantal GUERIN Cour des petites écuries Lognes France 156

158 Deputy: Françoise POUYMAYOU 66 rue Claude Monnet Noiseau France In the event of death, resignation, retirement or revocation of a Noteholder Representative, a substitute Noteholder Representative will be appointed by a Noteholders Meeting in respect of the relevant class of Notes. Any interested party shall have the right to obtain the name and address of a Noteholder Representative at the office of the Management Company. (ii) Powers of a Noteholder Representative Each Noteholder Representative shall, in the absence of any decision to the contrary of the relevant Noteholders Meeting, have the power to make all decisions of management in order to defend the common interests of the Noteholders of the relevant class of Notes. All legal proceedings against the Noteholders of a class of Notes or initiated by them must be brought against the relevant Noteholder Representative or by it. Any legal proceedings that are not brought in accordance with this provision shall not be legally valid. Neither the Noteholders of a class of Notes nor a Noteholder Representative shall be entitled to interfere in the management of the affairs of the FCT. (iii) Annual fee The Compartment will pay an annual fee to each Noteholder Representative in an amount equal to 300 (VAT excluded) or to be agreed on the appointment of the relevant Noteholder Representative. Such annual fee shall be paid on the Compartment Establishment Date and thereafter, on the Payment Date falling on or about each anniversary date of the Compartment Establishment Date. (d) (i) Noteholders' Meetings Convocation of a Noteholders Meetings Noteholders Meetings shall be held in France and at any time, upon convocation by the relevant Noteholder Representative and, as the case may be, by the Management Company. One or more Noteholders of the relevant class of Notes holding at least one-thirtieth of the outstanding Notes of that class may address to the relevant Noteholder Representative with a copy to the Management Company, a demand for convocation of a Noteholders Meeting in respect of that class of Notes. If such Noteholders Meeting has not been convened within two (2) months from such demand, the Noteholders of the relevant class of Notes may commission one of them to petition the competent court in Paris to appoint an agent (mandataire) who will call the Noteholders Meeting. Notice of the date, hour, place, agenda and quorum requirements of any Noteholders Meeting will be notified as provided in Condition 8 (Notices) not less than fifteen (15) calendar days prior to the date of the relevant Noteholders Meeting for the first convocation and not less than ten (10) calendar days in the case of a second convocation prior to the date of the reconvened Noteholders Meeting. Each Noteholder of a particular class of Notes shall have the right to participate in any Noteholders Meeting in respect of that class of Notes in person or by proxy. Each Note of a class carries the right to one vote in respect of that class of Notes. 157

159 Any Noteholders Meeting not convened in accordance with the foregoing provisions shall nonetheless be validly convened if all the Noteholders of the relevant class of Notes are present or represented at the Noteholders' Meeting. (ii) Powers of Noteholders Meetings Noteholders Meetings are entitled to deliberate on the dismissal and replacement of the relevant Noteholder Representative, all measures intended to ensure the defence of the Noteholders of a class of Notes, any other common matter relating to a class of Notes and the Conditions relating thereto and on any proposal aimed at amending the Conditions in respect of that class of Note, it being specified that Noteholders Meetings may not increase the obligations of the Noteholders of the relevant class of Note, establish unequal treatment between those Noteholders nor alter the obligations of the Noteholders of the other class of Notes. (iii) Quorum and majority rules Noteholders Meetings may deliberate validly on first convocation only if the Noteholders of the relevant class of Notes present or represented hold at least one fifth of the principal amount outstanding the Notes of that class. On second convocation, no quorum shall be required. Decisions at Noteholders Meetings shall be taken at a two-third majority of votes cast by the Noteholders of the relevant class of Notes attending, or represented at, such Noteholders Meeting. (iv) Notices of decisions and information of Noteholders of a class of Notes Decisions of any Noteholders Meeting must be published in accordance with Condition 8 (Notices) not later than ninety (90) calendar days from the date of such Noteholders Meeting. Each Noteholder of a class of Notes or the Noteholder Representative in respect of that class of Notes shall have the right, during the fifteen (15) calendar day period preceding the holding of a Noteholders Meeting in respect of the relevant class of Notes, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at such Noteholders Meeting which will be available for inspection at the head office of the Management Company and at the specified office of the Paying Agent and at any other place as specified in the notice for that Noteholders Meeting. (v) Expenses The Compartment will pay all reasonable expenses relating to any notice and publication made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of each class of Notes, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. 8. Notice to Noteholders Notices may be given to Noteholders in any manner deemed acceptable by the Management Company provided that for so long as the Class A Notes are listed on the Paris Stock Exchange (Euronext Paris) such notice shall be in accordance with the rules of Euronext Paris. Notices regarding the Class B Notes may be published by the Management Company on its website or through any appropriate medium. All such notices shall be notified to the Rating Agencies and the Autorité des Marchés Financiers. 158

160 In the event that the Management Company declares the dissolution of the Compartment after the occurrence of a Compartment Liquidation Event, the Management Company will notify such decision to the Noteholders within ten (10) Business Days. Such notice will be in accordance with the rules of Euronext Paris. The Management Company may also notify such decision on its website or through any appropriate medium. Noteholders will be deemed to have received notices made in accordance with this Condition 8 three (3) Business Days after the date of their publication. 9. Limited Recourse and Assets Allocated to the Compartment If on any applicable Payment Date with respect to any amount of principal or interest in respect of the Notes, the amounts available to make payments of principal and interest in respect of any class of Notes from the Assets Allocated to the Compartment after payment, in particular, of the Compartment Expenses, any amounts due in respect of any Note ranking in priority to the Notes of such class and any payment due under the Interest Rate Swap Agreements which ranks ahead of payments in respect of the Notes of such class in accordance with the relevant Priority of Payments, are insufficient to pay in full any amount of principal and/or interest which is then due and payable in respect of the Notes of such class, any arrears resulting therefrom shall be payable on the following Payment Date subject to the applicable Priority of Payments and to the extent of the Available Distribution Amount received from the Assets Allocated to the Compartment. 10. Further Issues Under the Compartment Regulations, the FCT will not issue any further Notes after the Closing Date in respect of the Compartment. 11. Governing Law and Submission to Jurisdiction (a) Governing Law The Notes and the Compartment Regulations are governed by and will be construed in accordance with French law. (b) Submission to Jurisdiction All claims and disputes in connection with the Notes and the Compartment Regulations shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. 159

161 FRENCH TAXATION REGIME The following is a summary limited to certain tax considerations in France relating to the Class A Notes that may be issued by the FCT and specifically contains information on taxes on the income from the securities withheld at source. This summary is based on the laws in force as of the date of this Offering Memorandum and are subject to any changes in law. It does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own or dispose of the Class A Notes. Each prospective holder or beneficial owner of Notes should consult its tax adviser as to the tax consequences of any investment in or ownership and disposition of the Class A Notes. French tax treatment Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificative pour 2009) # dated 30 December 2009 (the Law ), payments of interest and other income made by the FCT with respect to the Class A Notes will not be subject to the withholding tax set out under article 125 A III of the Tax Code, unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article A of the Tax Code (a Non-Cooperative State ). If such payments under the Class A Notes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable provisions of any applicable double tax treaty) pursuant to article 125 A III of the Tax Code. Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply if the FCT can prove that the principal purpose and effect of a particular issue of Class A Notes was not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to a ruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, an issue of Class A Notes will benefit from the Exception without the FCT having to provide any proof of the purpose and effects of such issue of Class A Notes is such Class A Notes are: (i) (ii) (iii) offered by means of a public offer within the meaning of Article L of the Monetary and Financial Code or pursuant to an equivalent offer in a State or territory other than a Non- Cooperative State (for this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority); or admitted to trading on a French or foreign regulated market or a multilateral securities trading system provided that (a) such market or system is not located in a Non-Cooperative State, (b) the operation of such market is carried out by a market operator or an investment services provider or a similar foreign entity, and (c) such market operator, investment services provider or entity is not located in a Non-Cooperative State; or admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L of the Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes, and, subject to their effective listing, the Exception will apply in respect of such Class A Notes. Consequently, under current law, all payments of principal or interest by the FCT in respect of the Class A Notes will be made free from any withholding or deduction for or on account of any tax imposed in France. However, these principles are not exhaustive and may be modified by any legislative or regulatory amendment or any change in their implementation introduced by tax authorities after the date of this Offering Memorandum. It is the responsibility of each potential subscriber or purchaser of 160

162 offered Class A Notes to enquire, through its usual advisor, into the tax consequences of such a subscription or purchase, holding, or transmission of offered Class A Notes under French law and any other applicable laws. Payments of principal and interest in respect of the Class A Notes shall be made net of any withholding tax (if any) applicable to the Class A Notes in the relevant State or jurisdiction and neither the FCT nor the Paying Agent shall be under any obligation to gross up such amounts or to pay any additional amounts as a consequence (see Condition 5(a) of the Notes). EU Directive on the Taxation of Savings Income The Savings Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual in another Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise. In relation to French taxation, the Savings Directive has been implemented in French law under article 242 ter of the Tax Code and articles 49 I ter to 49 I sexies of the Schedule III to the Tax Code. These provisions impose on paying agents based in France an obligation to report to the French tax authorities certain information with respect to interest payments made to beneficial owners domiciled in another Member State (or certain territories), including, among other things, the identity and address of the beneficial owner and a detailed list of the different categories of interest (within the meaning of the Savings Directive) paid to that beneficial owner. 161

163 DESCRIPTION OF THE COMPARTMENT ACCOUNTS Compartment Bank Account Agreement The Compartment Accounts On the Closing Date, the Management Company will ensure that the Custodian, in accordance with the provisions of the Compartment Bank Account Agreement, will open the following bank accounts in the name of the FCT with the Compartment Account Bank: (A) the General Collection Account which shall be: (i) credited with, on the Closing Date: (A) (B) (C) the proceeds of the Class A Notes by (i) the Joint Lead Managers (as underwriters of a portion of Class A Notes) and (ii) the Initial Subscriber (as subscribers of a portion of Class A Notes); the proceeds of the Class B Notes by Banque PSA Finance (as subscriber of the Class B Notes) and the proceeds of the Residual Units by Crédipar (as subscriber of the Residual Units); and the collections received from the Initial Selection Date to the First Purchase Date, in relation with the Receivables purchased on such First Purchase Date; (ii) (iii) (iv) (v) (vi) (vii) debited by, on the First Purchase Date, the Principal Component Purchase Price of the Initial Receivables; credited with, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account; credited with, on each Payment Date, any amount required to be transferred on such date from the Commingling Reserve Account; debited by, on each Monthly Payment Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), any amount to be transferred to the Principal Account and the Interest Account; debited by, on a Reduced Payment Date, any amount payable under items (a), (b) or (c) of the Interest Priority of Payments; and debited by, on each Accelerated Payment Date by the Management Company during the Accelerated Amortisation Period, any amount payable out of the monies standing to the credit of the General Collection Account, pursuant to the Accelerated Priority of Payments; (B) the Principal Account which shall be: (i) credited with, on each Monthly Payment Date (other than a Reduced Payment Date) during the Revolving Period and the Amortisation Period, the Available Principal Collections received during the immediately preceding Collection Period, provided that any Available Collection in relation to which the Management Company has not received confirmation from the Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they constitute or not Available Principal Collections shall be kept to the credit of the General Collection Account on the relevant Monthly Payment Date notwithstanding any provision to the contrary in the Transaction Documents; 162

164 (ii) (iii) credited with, on each Monthly Payment Date (other than a Reduced Payment Date), an amount equal to the Principal Deficiency Amount in accordance with the Interest Priority of Payments, as calculated by the Management Company; debited by, on each Monthly Payment Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), any amounts payable out of the moneys standing to the credit of the Principal Account, pursuant to the Principal Priority of Payments; (C) the Interest Account which shall be: (i) (ii) (iii) (iv) credited with, on each Monthly Payment Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), the Available Interest Collections (after crediting the Principal Account according to the provisions of paragraph (B)(i) above); credited with, on each Monthly Payment Date during the Revolving Period and the Amortisation Period, any other amounts which together with (i) form the Available Interest Amount (it being agreed for the avoidance of doubt, that in respect of the General Reserve, only amounts effectively used in the Interest Priority of Payments will be transferred to the Interest Account), provided that any Available Collection in relation to which the Management Company has not received confirmation from the Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they constitute or not Available Interest Collections shall be kept to the credit of the General Collection Account on the relevant Monthly Payment Date notwithstanding any provision to the contrary in the Transaction Documents; debited by, on each Monthly Payment Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), any amounts payable out of the monies standing to the credit of the Interest Account, pursuant to the Interest Priority of Payments; and debited in full, on the Monthly Payment Date immediately preceding the first Accelerated Payment Date of the Accelerated Amortisation Period, by the transfer of all monies standing to its credit to the General Collection Account; (D) the General Reserve Account which shall be: (i) (ii) (iii) (iv) (v) credited by the Seller with, on the Closing Date, the amount of the General Reserve Cash Deposit; credited, on any Monthly Payment Date (other than a Reduced Payment Date), with an amount equal to (x) the excess (if any) of the General Reserve Required Amount over (y) the current General Reserve, by debiting the Interest Account in accordance with item (d) of the Interest Priority of Payments; credited on any Accelerated Payment Date, with an amount equal to (x) the excess (if any) of the General Reserve Required Amount over (y) the current General Reserve pursuant to the Accelerated Priority of Payments; debited, on any Monthly Payment Date (other than a Reduced Payment Date), of an amount equal to (x) the excess (if any) of the current General Reserve over (y) the General Reserve Required Amount, which amount shall be credited on the Interest Account; debited, as the case may be, by, on each Monthly Payment Date), any amounts payable out of the moneys standing to the credit of the General Reserve Account pursuant to the then applicable Priority of Payments; 163

165 (E) the Commingling Reserve Account which shall be: (i) (ii) on the Closing Date, credited by the Servicer with the necessary amounts in order for the credit standing to the Commingling Reserve Account to be at least equal to the Commingling Reserve Required Amount applicable on the Closing Date; if, on any Monthly Settlement Date, the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount: (a) (b) credited by the Servicer on that Monthly Settlement Date with the necessary amounts in order for the credit standing to the Commingling Reserve Account to be at least equal to the Commingling Reserve Required Amount applicable on that Settlement Date; or debited by the Management Company on the immediately following Payment Date, in order to repay the Commingling Reserve Decrease Amount to the Servicer, it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account; and (iii) debited in the event of a breach by the Servicer of its financial obligations (obligations financières) under the Master Servicing Agreement, up to the amount of the breached financial obligations (obligations financières) of the Servicer. Opening of Collateral Accounts If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT, the Management Company will open a separate account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities is provided, the Management Company will be required to open a custody account in which such securities provided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and, together with the Collateral Cash Account, the Collateral Accounts ). No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap Counterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upon termination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest Rate Swap Counterparty to the FCT, in which case, the collateral held on the Collateral Accounts may (i) form a part of the Available Interest Amount of the FCT and be applied in accordance with the applicable Priority of Payments and/or (ii) be used outside the application of any Priority of Payments to pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter into a new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of the foregoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. Release of the Commingling Reserve Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. Allocation of the Compartment Accounts Each of the above Compartment Accounts is exclusively allocated by the Management Company to the operation of the Compartment in accordance with the provisions of the Compartment 164

166 Bank Account Agreement and the Compartment Regulations. None of the Compartment Accounts can be used, directly or indirectly, for the operation or payment of any cash flow in respect of any other compartment of the FCT that may be established from time to time by the Management Company and the Custodian. The Management Company is not entitled to pledge, assign, delegate or, more generally, grant any title in or right whatsoever over the Compartment Accounts to third parties. The amounts credited to the Compartment Accounts can be (i) allocated, subject to the applicable Priority of Payments, to the purchase of Purchased Receivables from the Seller during the Revolving Period and to the payment of the corresponding Purchase Price (except for the Commingling Reserve Account and the General Reserve Account), (ii) allocated to the payment of the Compartment Expenses, the principal and interest amounts due in respect of the Notes and to the payment of any amounts due to the Interest Rate Swap Counterparties (including, without limitation, any Net Swap Amounts, Net Swap Amount Arrears, Swap Termination Amounts and Swap Termination Amounts Arrears), and (iii) invested by the Compartment Cash Manager in Authorised Investments. Change of the Compartment Account Bank Pursuant to the Compartment Bank Account Agreement: (a) the Management Company (i) may on 30-days prior written notice or (ii) shall within 15 Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings, terminate the appointment of the Compartment Account Bank; and (b) the Compartment Account Bank may resign on giving 30-days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment account bank with the Account Bank Required Ratings has been appointed). Governing Law The Compartment Bank Account Agreement is governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. Credit and debit of the Compartment Accounts In accordance with the provisions of the Compartment Regulations, the Management Company will give such instructions as are necessary to the Custodian and the Compartment Bank to ensure that each of the Compartment Accounts is credited or, as the case may be, debited in the manner described above under Section DESCRIPTION OF THE COMPARTMENT ACCOUNTS Compartment Bank Account Agreement The Compartment Accounts. 165

167 NO RECOURSE AGAINST THE FCT Each of the Seller, the Servicer, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Junior Swap Provider and the Data Protection Agent has undertaken irrevocably to waive any right of contractual recourse whatsoever which it may have against the Compartment and more generally the FCT in respect of the establishment and the operation of the Compartment. Pursuant to Class A Notes Underwriting and Subscription Agreement, the Joint Lead Managers and the Initial Subscribers have (a) expressly and irrevocably acknowledged that their rights over the assets of the FCT are limited to the assets allocated to the Compartment and subject to the provisions of the Compartment Regulations (including, without limitation, the Priority of Payments set out therein); (b) expressly and irrevocably acknowledged that they shall have no rights in any assets allocated to any other compartment of the FCT; and (c) expressly and irrevocably waived all their rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any means. Pursuant each Interest Rate Swap Agreement, each Interest Rate Swap Counterparty has (a) expressly and irrevocably acknowledged that their rights over the assets of the FCT are limited to the assets allocated to the Compartment and subject to the provisions of the Compartment Regulations (including, without limitation, the Priority of Payments set out therein); (b) expressly and irrevocably acknowledged that they shall have no rights in any assets allocated to any other compartment of the FCT; and (c) expressly and irrevocably waived all their rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any means. 166

168 CREDIT STRUCTURE Representations and warranties related to the Receivables In accordance with the provisions of the Master Purchase Agreement, the Seller will give certain representations and warranties relating to the transfer of Purchased Receivables to the FCT, including as to the compliance of the Purchased Receivables with the Eligibility Criteria. Without prejudice to such representations and warranties, the Seller does not guarantee the solvency of the Debtors or the effectiveness of the related Ancillary Rights (see Section DESCRIPTION OF THE AUTO LOANS CONTRACTS AND THE RECEIVABLES ). Interest Rate Swap Agreements General Description Each Interest Rate Swap Agreement is entered into between the FCT and an Interest Rate Swap Counterparty, according to the provisions of the FBF Master Agreement of July 2007, with the exclusive aim of enabling the FCT to meet its interest obligations due in respect of the Class A Notes. The object of the Interest Rate Swap Agreements is to hedge the FCT against the risk of a difference between (a) the EURIBOR Reference Rate applicable for the relevant Interest Period in relation to the Class A Notes, on each relevant Payment Date and (b) the fixed interest rate payments received in respect of the Receivables allocated to the Compartment. Each FBF Master Agreement (as amended and supplemented by the relevant schedules and confirmation) is governed by French law. All claims and disputes relating thereto shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. Payments under the Interest Rate Swap Agreement In accordance with each Interest Rate Swap Agreement, (a) each of the Interest Rate Swap Counterparties will pay to the FCT, on each relevant Payment Date, the Net Swap Amount (as calculated on the basis of the Floating Amount and the Fixed Amount) severally but not jointly (sans solidarité) or (b) the FCT will pay on a pro rata and pari passu basis on each relevant Payment Date, the Net Swap Amount to each Interest Rate Swap Counterparty in accordance with the relevant Priority of Payments. Notional Amount The Swap Notional Amount of the transaction entered into under the Interest Rate Swap Agreements will be equal to: (a) (b) for any day on or before the first Payment Date: 956,000,000; and for any day thereafter, the minimum of (x) the aggregate of the Effective Outstanding Balance of the Performing Receivables on the Determination Date immediately preceding the Payment Date on or immediately preceding such day and (y) the aggregate of the Principal Amount Outstanding of the Class A Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. Termination and early termination The Management Company on behalf of the FCT, in its own discretion, as the case may be will have the right, to terminate the Interest Rate Swap Agreements early in the following circumstances: (a) upon the occurrence of any of the following events: (i) the entire issue of Notes and Residual Units has not been completed on the Closing Date or any other later agreed date; or (ii) both 167

169 (aa) after the issue of the Notes and the Residual Units, the Joint lead Managers, the Initial Subscribers, the Class B Subscriber and the Seller (in its capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units; and (bb) the total amount of the amounts received in respect of the Notes and the Residual Units, for any reason whatsoever, is less than the entire Initial Purchase Price of the Purchased Receivables on the Initial Purchase date; and (b) upon the occurrence, with respect to the Interest Rate Swap Counterparty, of any of the Events of Defaults described in the Interest Rate Swap Agreement where the Interest Rate Swap counterparty is the defaulting party or of any of the Changes in Circumstances described in the Interest Rate Swap Agreement where the Interest Rate Swap counterparty is the affected party. Each Interest Rate Swap Counterparty will have the right to terminate the Interest Rate Swap Agreement to which it is a party early in the following circumstances: (a) (b) upon the occurrence of either of the following events: (i) any provision of the Transaction Documents affecting the amount, timing or priority of payments is amended without the consent of the Interest Rate Swap Counterparty, or any provision of the Transactions Documents is amended without the consent of the Interest Rate Swap Counterparty where the Seller holds all the Notes; or (ii) the Management Company announces its intention to liquidate the Compartments or any one party holding the entirety of the Notes requests the same; and upon the occurrence, with respect to the FCT, of any of the Events of Defaults described in the article of the Interest Rate Swap Agreement or of any of the Changes in Circumstances described in the articles , and of the Interest Rate Swap Agreement. Upon such early termination of the Interest Rate Swap Agreement as described above, the FCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the other party. In case the Interest Rate Swap Counterparty is the defaulting party, the amount of any such termination payment will be based on the replacement value of the swap transaction. In case the FCT is the defaulting party, the amount of any such termination payment will be based on the total losses and costs incurred (or gain, in which case expressed as a negative number) of the non-defaulting party in connection with the termination of the Interest Rate Swap Agreement, including in respect of any payment or delivery required to have been made, any loss of bargain, cost of funding, or loss or cost incurred as a result of terminating, liquidating, obtaining or re-establishing any hedge or related trading position. The non-defaulting party s legal expenses and out-of-pocket expenses incurred enforcing or protecting its rights under the Interest Rate Swap Agreement are excluded from the calculation of loss. In case of early termination, the Senior Swap Subordinated Termination Payments will rank lower in priority than payments to the holders of the Class A Notes pursuant to the Priorities of Payments. Tax Gross-up In the event that the FCT is obliged, at any time, to deduct or withhold any amount for or on account of any withholding tax from any sum payable by the FCT under either Interest Rate Swap Agreement, the FCT is not liable to pay to the relevant Interest Rate Swap Counterparty any such additional amount. For the avoidance of doubt, the non-payment by the FCT of any such additional amount will not entitle the relevant Interest Rate Swap Counterparty to terminate the Interest Rate Swap Agreement. If any of the Interest Rate Swap Counterparties is obliged, at any time, to deduct or withhold any amount for or on account of any tax from any sum payable to the FCT under the relevant Interest 168

170 Rate Swap Agreement, the relevant Interest Rate Swap Counterparty shall (i) notify the Management Company as soon as possible of such Change of Circumstances (as such term is defined in the relevant Interest Rate Swap Agreement) and (ii) pay such additional amount to the FCT that, when considering that amount of deductions required to be made by relevant Interest Rate Swap Counterparty or of withholding tax payable by relevant Interest Rate Swap Counterparty, would result in the FCT receiving the amount that it would have received had no such deductions be made or withholding been paid. In both cases referred to in the two paragraphs above, the parties shall attempt in good faith for a period of 30 days to find a mutually satisfactory solution to avoid such deduction or withholding as follows: (a) (b) (c) the parties to the relevant Interest Rate Swap Agreement shall use their reasonable efforts to amend, modify or restructure the interest rate swap transaction in order to avoid such deduction or withholding; or the relevant Interest Rate Swap Counterparty shall use its reasonable efforts to transfer without the prior approval of the Management Company and the Custodian all its rights and obligations under the relevant Interest Rate Swap Agreement to another of its offices or affiliates so that such deduction or withholding will not be required provided that (i) such office or affiliate is an Eligible Replacement satisfying the Transfer Conditions, (ii) the rating assigned to the Class A Notes then outstanding is not adversely affected by a transfer to such office or affiliate, and (iii) such transfer complies with all applicable laws and regulations applicable for French fonds communs de titrisation; or if such transfer to another office or affiliate of the relevant Interest Swap Counterparty is not possible, that Interest Rate Swap Counterparty shall use its reasonable efforts to transfer all its rights and obligations under the relevant Interest Rate Swap Agreement to a replacement third party which should be satisfactory to the Management Company and the Custodian provided that (i) such third party shall has the Swap Counterparty Required Ratings or whose obligations are fully guaranteed by such a third party, (ii) the rating assigned to the Class A Notes then outstanding is not adversely affected by a transfer to such third party, and (iii) such third replacement party complies with all applicable laws and regulations applicable for French fonds communs de titrisation. If at the expiration of such period, no solution has been found, the Management Company will have the right by notice to the relevant Interest Rate Swap Counterparty to terminate the transaction affected by the Change of Circumstances. Such notice shall specify the applicable termination date under the terms of the relevant Interest Rate Swap Agreement. Without prejudice to the foregoing, the Management Company may terminate the transaction at any time after reception of the notification of a Change of Circumstances by the Interest Rate Swap Counterparty if it finds a third party acceptable under the conditions set out in paragraph (b) above. Ratings downgrade of Interest Rate Swap Counterparty If any of the Interest Rate Swap Counterparty s debt ratings fall below the Swap Counterparty Required Ratings, under the terms of the Interest Rate Swap Agreement, the Interest Rate Swap Counterparty will be required to take certain remedial measures at its own cost and within a prescribed period of time which may include one or more of the following: (i) providing collateral under the credit support annex in respect of its obligations under the Interest Rate Swap Agreement; (ii) arranging for its obligations under the Interest Rate Swap Agreement to be transferred to an entity with the Swap Counterparty Required Ratings; (iii) procuring another entity with at least the Swap Counterparty Required Ratings to become co-obligor or guarantor in respect of its obligations under the Interest Rate Swap Agreement; and/or (iv) if applicable, the taking of such other action as it may notified to the Rating Agencies. 169

171 A failure to take such remedial measures, subject to certain conditions, will give the FCT the right to terminate the Interest Rate Swap Agreement. Upon such termination of the Interest Rate Swap Agreement, the FCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the other party. Transfer by Interest Rate Swap Counterparty Pursuant to each Interest Rate Swap Agreement, the Interest Rate Swap Counterparty shall be entitled to arrange for the transfer of its rights and obligations under the Interest Rate Swap Agreement with a counterparty that is an eligible replacement pursuant to the Interest Swap Agreement, upon prior written notice to the Management Company subject to the satisfaction of certain conditions, which may include that: (i) the transferee contracts with the FCT on terms that (A) have the same effect as the terms of the relevant Interest Rate Swap Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (B) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for the FCT than the terms of the said Interest Rate Swap Agreement immediately before such transfer. Collateral arrangements The FCT and each Interest Rate Swap Counterparty have entered into a credit support annex which forms part of the Interest Rate Swap Agreement, which sets out the terms on which collateral will be provided by the Interest Rate Swap Counterparty to the FCT in the event that the Interest Rate Swap Counterparty ceases to have the Swap Counterparty Required Ratings. If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT, the Management Company will open a separate account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities is provided, the Management Company will be required to open a custody account in which such securities provided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and, together with the Collateral Cash Account, the Collateral Accounts ). No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the FCT or the return of excess collateral to the relevant Interest Rate Swap Counterparty in accordance with the terms of the Interest Rate Swap Agreements, unless upon termination of an Interest Rate Swap Agreement, an amount is owed by the relevant Interest Rate Swap Counterparty to the FCT, in which case, the collateral held on the Collateral Accounts may (i) form a part of the Available Interest Amount of the FCT and be applied in accordance with the applicable Priority of Payments and/or (ii) be used outside the application of any Priority of Payments to pay an upfront amount (soulte) to a new interest rate swap counterparty for such entity to enter into a new interest rate swap agreement with the FCT and/or (iii) if not used pursuant to any of the foregoing, be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. Junior Swap Agreement The Junior Swap Agreement is governed by French law and entered into between the Junior Swap Provider and the FCT in respect of the Compartment, pursuant to a FBF Master Agreement of July 2007 (as amended and supplemented by a schedule and a confirmation), with the exclusive aim of enabling the FCT to meet its interest obligations due in respect of the Class B Notes. The object of the Junior Swap Agreement is to hedge the FCT against the difference between (a) the EURIBOR Reference Rate applicable for the relevant Interest Period in relation to the Class B Notes, on each relevant Payment Date and (b) the relevant proportion of the fixed interest rate payments received in respect of the Receivables allocated to the Compartment. As such, the Junior Swap Notional Amount of the transaction entered into under the Junior Swap Agreement will be equal to: 170

172 (a) (b) for any day on or before the first Payment Date: 94,000,000; and for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. In accordance with the Junior Swap Agreement, (a) the Junior Swap Provider will pay to the FCT, on each relevant Payment Date, the Net Junior Swap Amount (as calculated on the basis of the Floating Amount and the Fixed Amount) severally but not jointly (sans solidarité) or (b) the FCT will pay on each relevant Payment Date, the Net Junior Swap Amount to the Junior Swap Provider in accordance with the relevant Priority of Payments. The Junior Swap Agreement may be terminated early upon the occurrence of certain Events of Default and Changes in Circumstances (each as defined therein) commonly found in standard FBF documentation. General The rights of the Class B Noteholders to receive payments of principal shall be subordinated to the rights of the Class A Noteholders to receive such amounts of principal, except in case of a Partial Early Amortisation. The rights of the Class B Noteholders to receive payments of interest shall be subordinated to the rights of the Class A Noteholders to receive such amounts of interest. The purpose of this subordination is to guarantee, without prejudice to the rights attached to Class B Notes, the regularity of payments of amounts of principal to the Class A Noteholders. Subordination Credit protection for the Class A Notes will be provided by the subordination of payments of principal and interest in respect of the Class B Notes. Such subordination consists of the rights granted to the Class A Noteholders to receive on each Payment Date: (a) (b) any amounts of interest in priority to any amounts of interest payable to the Class B Noteholders; and any amounts of principal in priority to any amounts of principal payable to the Class B Noteholders; provided that during the Accelerated Amortisation Period, the amounts of interest payable in respect of Class B Notes are subordinated to the amounts of principal payable in respect of Class A Notes. Deferred Purchase Price Under the Master Purchase Agreement, the Seller may decide, in respect of any Additional Receivable, to indicate in the relevant Purchase Offer, for that Additional Receivable, an Adjusted Interest Rate being greater than its Contractual Interest Rate. In such case, Tthat Adjusted Interest Rate shall be regarded as the Effective Interest Rate of that Additional Receivable and be used as such for the determinations and computations to be carried out pursuant to the Transaction Documents, and a Deferred Payment of the Purchase Price shall apply in respect of that Additional Receivable. In that case, the Principal Component Purchase Price of any such Additional Receivable shall be equal to its Adjusted Outstanding Balance as at the relevant Determination Date that shall be lower than its Outstanding Balance as of such date, the positive difference between these two amounts being the Deferred Purchase Price of the corresponding Additional Receivable. That Deferred Purchase Price shall be repaid out of the relevant Priorities of Payments and such payment shall be subordinated, inter alia, to any payment to be made in respect of the Notes under each such Priorities of Payments. 171

173 General Reserve General Reserve Cash Deposit Under the Master Purchase Agreement, the Seller has undertaken to guarantee the performance of the Purchased Receivables, up to a limit equal to the amount of the General Reserve Cash Deposit, in accordance and subject to the provisions of the General Reserve Cash Deposit Agreement. In accordance with articles L and L to L of the Monetary and Financial Code and with the provisions of the General Reserve Cash Deposit Agreement, as a guarantee for its financial obligations (obligations financières) under such performance guarantee, the Seller has agreed to make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remise d espèces en pleine propriété à titre de garantie). This General Reserve Cash Deposit is made once and for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenish that General Reserve Cash Deposit nor to pay any additional amount under that performance guarantee after the Closing Date. The General Reserve Cash Deposit is credited to the General Reserve Account opened in the name of the FCT with the Compartment Account Bank and is used to constitute the initial balance of the General Reserve. Purpose of the General Reserve The General Reserve will be used in accordance and subject to the relevant Priority of Payments. The General Reserve Cash Deposit and, more generally, any sums credited from time to time to the General Reserve Account may not be used for the purchase by the FCT of Purchased Receivables allocated to the Compartment. Investment of the moneys standing to the credit of the General Reserve Account According to the provisions of the Compartment Cash Management Agreement, the Compartment Cash Manager is responsible, upon appropriate instructions given by the Management Company, for investing the General Reserve. The share of the corresponding financial proceeds received from such investment will be paid directly to the Seller on each Payment Date for the same value date upon instruction given by the Management Company and the Custodian to the Compartment Account Bank. Adjustment of the General Reserve For the purpose of the application of the Priorities of Payments, the General Reserve is part of the Available Distribution Amount. During the Revolving Period and the Amortisation Period: (a) (b) subject to the application of the Interest Priority of Payments, the Management Company will debit the Interest Account and credit the General Reserve Account of the amount necessary so that the General Reserve is equal to the applicable General Reserve Required Amount; and if the General Reserve is higher than the General Reserve Required Amount, the Management Company will decrease the General Reserve by debiting the General Reserve Account and crediting the Interest Account with an amount equal to the difference between the General Reserve and the applicable General Reserve Required Amount, for repayment of the then outstanding General Reserve Cash Deposit to the Seller pursuant to item (i) of the Interest Priority of Payments. 172

174 During the Accelerated Amortisation Period: (a) (b) subject to the application of the Accelerated Priority of Payments, the Management Company will credit the General Reserve Account of the amount necessary so that the General Reserve is equal to the applicable General Reserve Required Amount; and if the General Reserve is higher than the General Reserve Required Amount, the Management Company will decrease the General Reserve by debiting the General Reserve Account and crediting the General Collection Account with an amount equal to the difference between the General Reserve and the applicable General Reserve Required Amount, for repayment of the then outstanding General Reserve Cash Deposit to the Seller pursuant to item (m) of the Accelerated Priority of Payments. Release of the General Reserve Cash Deposit The General Reserve Cash Deposit will be released and retransferred to the Seller on each Payment Date, if and to the extent not otherwise reimbursed, to the extent of available funds and in accordance with and subject to the relevant Priority of Payments. Upon the liquidation of the Compartment and subject to the full payment of any amounts due by the FCT in respect of the Compartment to the Class A Noteholders and the Class B Noteholders in accordance with the applicable Priority of Payments, the General Reserve will be retransferred directly to the Seller up to the amount of the General Reserve Cash Deposit not otherwise reimbursed on a preceding Payment Date. Credit Enhancement Excess Margin Irrespective of the hedging and protection mechanisms set out under this section, the first protection for the holders of the Notes derives, from time to time, from the existence of an Excess Margin. Class A Notes Credit enhancement for the Class A Notes will be provided by (i) the Excess Margin, (ii) the subordination of payments of interests due in respect of the Class B Notes to the payments of interests due in respect of the Class A Notes and (iii) the subordination of payments of principal due in respect of the Class B Notes to the payments of principal due in respect of the Class A Notes, (iv) the General Reserve (see CREDIT STRUCTURE General Reserve ) and (v) the Residual Units. In the event that the credit enhancement provided by the General Reserve is reduced to zero without any possibility of being further increased by debiting the Interest Account and the protection provided by Residual Units and the Class B Notes is reduced to zero, the Class A Noteholders will directly bear the risk of loss of principal and interest related to the Purchased Receivables. Global Level of Credit Enhancement provided to holders of the Notes On the First Purchase Date, the Class B Notes provide the holders of the Class A Notes with total credit enhancement equal to 8.9 per cent. of the sum of the initial nominal value of the Class A Notes and the Class B Notes. Additional credit enhancement is provided with respect to the Excess Margin equal to approximately 4.45 per cent. at the Closing Date. 173

175 Additional support is provided by the General Reserve, subject to the specific rules pertaining to the allocation thereof, at a level equal to 1 per cent. of the Principal Amount of the Class A Notes and of the Class B Notes. 174

176 DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP COUNTERPARTY The information contained in this section related to BNP Paribas has been obtained from BNP Paribas and is furnished solely to provide limited information regarding BNP Paribas and does not purport to be comprehensive. BNP Paribas, is a société anonyme, whose registered office is located at 16 boulevard des Italiens, Paris (France). BNP Paribas, a leading provider of banking and financial services in Europe, has four domestic retail banking markets in Europe, namely in Belgium, France, Italy and Luxembourg. It is present in over 80 countries and has more than 200,000 employees, including 160,000 in Europe. BNP Paribas holds key positions in its three activities: - Retail Banking, which includes the following operating entities: - French Retail Banking (FRB); - BNL banca commerciale (BNL bc), Italian retail banking; - BeLux Retail Banking; - Europe-Mediterranean; - BancWest; - Personal Finance; - Equipment Solutions; - Investment Solutions; - Corporate and Investment Banking (CIB). The acquisition of Fortis Bank and BGL has strengthened the Retail Banking businesses in Belgium and Luxembourg, as well as Investment Solutions and Corporate and Investment Banking. BNP Paribas is the parent company of the BNP Paribas Group. At 31 December 2010, the BNP Paribas Group had consolidated assets of 1,998.2 billion (compared to 2,057.7 billion at 31 December 2009), consolidated loans and receivables due from customers of billion (compared to billion at 31 December 2009), consolidated items due to customers of billion (compared to billion at 31 December 2009) and shareholders' equity (Group share) of 74.6 billion (compared to 69.5 billion at 31 December 2009). Pre-tax net income at 31 December 2010 was 13.0 billion (compared to 9.0 billion at 31 December 2009). Net income, BNP Paribas Group share, at 31 December 2010 was 7.8 billion (compared to 5.8 billion at 31 December 2009). The information contained herein relates to BNP Paribas and has been obtained from it. The delivery of this Offering Memorandum shall not create any implication that there has been no change in the affairs of BNP Paribas since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to such date. This description of the Interest Rate Swap Counterparty does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents. 175

177 The delivery of this Offering Memorandum will not create any implication that there has been no change in the affairs of the Interest Rate Swap Counterparty since the date hereof, or that the information contained or referred to in this section is correct as of any time subsequent to its date. 176

178 DESCRIPTION OF SOCIÉTÉ GÉNÉRALE AS INTEREST RATE SWAP COUNTERPARTY The information contained in this section related to Société Générale has been obtained from Société Générale and is furnished solely to provide limited information regarding Société Générale and does not purport to be comprehensive. Société Générale is a French limited liability company (société anonyme) having the status of a bank and is registered in France in the Trade and Companies Register under number It has its registered office at 29 Boulevard Haussman, Paris, France and its head office at Tour S.G., 17, Cours Valmy, Paris La-Défense. Société Générale serves corporates, financial institutions and investors in over 85 countries across Europe, the Americas and Asia. Combining innovation and quality of execution, Société Générale provides value-added integrated financial solutions and is a reference bank in its five core businesses: French networks / International Retail Banking / Specialised Financing and Assurances / Private Banking, Global Investment Management and Services / Corporate and Investment Banking. Société Générale was incorporated by deed approved by the decree of 4 May Société Générale shareholders equity stood at Euro 51 billion at December 31, The total assets of Société Générale and its subsidiaries were Euro 1,132.1 billion as of December 31, On June 16, 2011, Société Générale s long-term rating was Aa2 at Moody s, A+ at Fitch and A+ at Standard & Poor s. The information contained herein relates to Société Générale and has been obtained from it. The delivery of this Prospectus shall not create any implication that there has been no change in the affairs of Société Générale since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to such date. This description of the Interest Rate Swap Counterparty does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents. The delivery of this Prospectus will not create any implication that there has been no change in the affairs of the Interest Rate Swap Counterparty since the date hereof, or that the information contained or referred to in this section is correct as of any time subsequent to its date. 177

179 COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES Introduction In accordance with the Compartment Cash Management Agreement and by derogation to the provisions of the General Regulations, the Management Company has appointed the Compartment Cash Manager to invest the Compartment Cash. The Compartment Cash Manager has undertaken to manage the Compartment Cash in accordance with the provisions of the following investment rules. Authorised Investments A securities account shall be associated with the Compartment Accounts opened in the books of the Compartment Account Bank. The Compartment Cash Manager may, subject to the applicable Priority of Payments, invest the Compartment Cash in the following Authorised Investments: 1. deposits with a credit institution as referred to in paragraph 1 of article R of the Monetary and Financial Code, the short-term unsecured and unsubordinated debt obligations of which are rated at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) and F1 (short term) by Fitch Ratings and P-1 (short term) and/or A2 (long term) by Moody s, provided that such deposits shall be able to be withdrawn or repaid at any time, so that upon the FCT's request the corresponding funds shall be made available within 24 hours; 2. treasury bills (bons du trésor) denominated in Euros which are rated at least (x) AA- (long term) by Fitch Ratings (and, if equal to AA-, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) or F1+ (short term) by Fitch Ratings, where residual maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) or F1 (short term), where residual maturities are up to 30 calendar days and (y) Aaa by Moody s; 3. debt instruments (titres de créances) referred to in paragraph 3 of article R of the Monetary and Financial Code, denominated in Euros and rated by Fitch Ratings and Moody s as follows, subject to such securities being admitted for trading on a regulated market located in a European Economic Area member state and not conferring any direct or indirect right to the share capital of any company: (A) (B) the issuer of the securities shall be rated at least AA- (long term) by Fitch Ratings (and, if equal to AA-, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) and F1+ (short term) by Fitch Ratings; and the relevant securities shall be rated (x) at least AA- (long term) by Fitch Ratings (and, if equal to AA-, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) or F1+ (short term) by Fitch Ratings, where residual maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) or F1 (short term), where residual maturities are up to 30 calendar days and (y) P-1 (short term) by Moody s; and 4. negotiable debt instruments (titres de créances négociables) within the meaning of articles L et seq. of the Monetary and Financial Code, denominated in Euros. The issuer of the negotiable debt instruments shall be rated at least AA- (long term) by Fitch Ratings (and, if equal to AA-, Fitch Ratings has not publicly announced that such rating is on rating watch 178

180 negative ) and F1+ (short term) by Fitch Ratings and Aaa (for long-term securities) by Moody s and P-1 by Moody s (for the short-term debt securities), it being understood that the Management Company will ensure that the Compartment Cash Manager complies with the investment rules described below. Investment rules The Management Company will verify that the Compartment Cash Manager manages the Compartment Cash in accordance with the investment criteria contained in Section Authorised Investments above, provided that the Management Company will remain liable to the Noteholders and the Residual Unitholders for the control and verification of the investment rules. These investment rules tend to remove any risk of loss in principal and to provide for a selection of securities whose credit quality does not risk a review of the ratings of the Class A Notes. Save for money market mutual fund shares (SICAV monétaires) and mutual fund units (parts de fonds communs de placement), the securities shall have a stated maturity date and shall not be disposed of before their maturity date, except in exceptional circumstances under instructions of the Management Company, when justified by the need to protect the interests of the Noteholders and of the Residual Unitholders, such as when the situation of the issuer of the securities gives cause for concern, where there is a risk of market disruption or of inter-bank payment disruption at the maturity date of the relevant securities. There will be no investment whose maturity date would overrun the Final Legal Maturity Date. Each of the investments with a maturity date will mature at the latest on the immediately following Monthly Settlement Date. Compartment Cash Management Agreement The Compartment Cash will be managed by the Compartment Cash Manager in accordance with the provisions of the Compartment Cash Management Agreement and with the above mentioned investment rules. The Compartment Cash Management Agreement will be executed on the Closing Date and may be amended from time to time. Termination of the Compartment Cash Management Agreement Pursuant to the Compartment Cash Management Agreement, either the Management Company or the Compartment Cash Manager (on giving 30-days prior written notice to the Management Company and the Custodian) may terminate the Compartment Cash Management Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager has been appointed). The Compartment Cash Management Agreement shall terminate automatically on the Compartment Liquidation Date. The Management Company may terminate the Compartment Cash Management Agreement if (i) the entire issue of the Notes has not been completed on the Closing Date or at any later date agreed between the parties, or (ii) both (aa) after the issue of the Notes and the Residual Units, the Joint Lead Managers, the Initial Subscriber, the Class B Notes Subscribers and the Seller (in its capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units and (bb) the total amounts received is less than the aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase Date. 179

181 Governing law The Compartment Cash Management Agreement shall be governed by French law and all claims and disputes arising in connection therewith will be subject to exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. 180

182 LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES Introduction Pursuant to the Compartment Regulations and the Master Purchase Agreement, the Management Company may declare the early liquidation of the Compartment in accordance with article R of the Monetary and Financial Code in the circumstances described below, provided that such event would not cause the liquidation of the other compartments of the FCT or of the FCT itself. Except in such circumstances, the Compartment would be liquidated on the Compartment Liquidation Date. Liquidation The Management Company may declare the dissolution of the Compartment and liquidate the Compartment in one single transaction upon the occurrence of any of the following events (each a "Compartment Liquidation Event"): (a) (b) (c) (d) the liquidation is in the interest of the Residual Unitholders and Noteholders; or the Notes and the Residual Units issued by the FCT in respect of the Compartment are held by a single holder and such holder requests the liquidation of the Compartment; or the Notes and the Residual Units issued by the FCT are held solely by the Seller and the Seller requests the liquidation of the Compartment; or at any time, the outstanding balances (capital restant dû) of the undue (non échues) Performing Receivables held by the Compartment falls below 10% of the maximum aggregate of the outstanding balances (capital restant dû) of the undue (non échues) Performing Receivables recorded since the Closing Date and the Seller requests the liquidation of the Compartment under a clean-up offer. Clean-up Offer Upon the occurrence of a Compartment Liquidation Event in the circumstances described above, pursuant to the provisions of the Master Purchase Agreement and the Compartment Regulations, the Management Company shall propose to the Seller, within the framework of a cleanup offer, to repurchase the Purchased Receivables remaining among the Assets Allocated to the Compartment in a single transaction in accordance with the following terms and conditions. Repurchase of the Purchased Receivables The repurchase price of the Purchased Receivables comprised within the Assets Allocated to the Compartment shall be in the case of a liquidation upon the occurrence of a Compartment Liquidation Event, an amount based on the fair market value of assets having similar characteristics to the Purchased Receivables comprised within the Assets Allocated to the Compartment, having regard to the aggregate Outstanding Balances of the Performing Auto Loan Contracts comprised within the Assets Allocated to the Compartment. In addition such repurchase price (taking into account for this purpose the Compartment Cash, but excluding the amount of the Commingling Reserve) must be sufficient to enable the FCT to repay in full all amounts outstanding to Noteholders after payment of all other amounts due by the FCT with respect to the Compartment and ranking senior to those payments in the relevant Priority of Payments. 181

183 The repurchase of the Purchased Receivables comprised within the Assets Allocated to the Compartment in the circumstances described above will take place on a Payment Date, and at the earliest on the first Payment Date following the date on which the relevant Compartment Liquidation Event will have been determined by the Management Company. The repurchase price will be credited to the General Collection Account by the Seller by no later than on the Business Day immediately preceding the relevant Payment Date. The Seller shall always be entitled to turn down any clean-up offer made by the Management Company. Consequently, if the repurchase of the Purchased Receivables by the Seller in accordance with the conditions set out above does not occur for whatever reason, the Management Company may offer to dispose of such Purchased Receivables remaining among the Assets Allocated to the Compartment, to any credit institution qualified to acquire the Purchased Receivables on the same terms and conditions. Liquidation Procedure of the Compartment The Management Company, pursuant to the provisions of the Compartment Regulations, shall be responsible for the liquidation procedure in the event of any liquidation of the Compartment. In this respect, it has full authority to dispose of the Assets Allocated to the Compartment, to pay the Noteholders and the potential creditors in accordance with the relevant Priority of Payments and to distribute any Compartment Liquidation Surplus. The statutory auditor and the Custodian shall continue to exercise their duties until the completion of the liquidation procedure of the Compartment. The Compartment Liquidation Surplus, if any, will be attributed to the holder of the Residual Units as a final payment in principal and interest in respect of the Residual Units on a pro rata and pari passu basis. 182

184 MODIFICATIONS TO THE TRANSACTION Any modification to the characteristic information (éléments caractéristiques) provided in this Offering Memorandum will be made public in a supplementary note (note complémentaire), within the meaning of article of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers), submitted to the Autorité des Marchés Financiers, annexed to this Offering Memorandum and incorporated in the next activity report. 183

185 GOVERNING LAW SUBMISSION TO JURISDICTION Jurisdiction The parties to the Transactions Documents have agreed to submit any dispute that may arise in connection with the Transaction documents to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cours d Appel of Paris. Pursuant to the Compartment Regulations, the French courts having competence in commercial matters will have exclusive jurisdiction to settle any dispute that may arise between the Noteholders, the Management Company and/or the Custodian in connection with the establishment, the operation or the liquidation of the Compartment. Governing Law The Notes and the Transaction Documents will be governed by and interpreted in accordance with French Law. 184

186 GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT The accounts of the Compartment and of the FCT, generally, shall be prepared in accordance with the recommendations of the French Conseil National de la Comptabilité (the National Accounting Board) as set out in its avis no dated 24 June 2003 implemented by Regulation of the French Comité de la Règlementation Comptable no dated 2 October Pursuant to article L II of the Monetary and Financial Code, there are specific accounts for the Compartment within the accounts of the FCT. Purchased Receivables and income The Purchased Receivables shall be recorded on the Compartment s balance sheet at their nominal value. The potential difference between the purchase price and the nominal value of the receivables, whether positive or negative, shall be carried in an adjustment account on the asset side of the balance sheet. This difference shall be carried forward on a pro rata and pari passu basis of the amortisation of the Purchased Receivables. The interest on the Purchased Receivables shall be recorded in the income statement, pro rata temporis. The accrued and overdue interest shall appear on the asset side of the balance sheet in an apportioned receivables account. Delinquencies or defaults on the receivables existing as at their Purchase Date are recorded in an adjustment account on the asset side of the balance sheet. This amount shall be carried forward on a temporary pro rata basis over a period of 12 months. The Receivables that are accelerated by the Servicer pursuant to the terms and conditions of the Master Servicing Agreement and in accordance with the Servicing Procedures shall be accounted for as a loss in the account for defaulted assets. Issued Notes and income The Notes and the Residual Units shall be recorded at their nominal value and disclosed separately in the liability side of the balance sheet. Any potential differences, whether positive or negative, between the issuance price and the nominal value of the Notes be recorded in an adjustment account on the liability side of the balance sheet. These differences shall be carried forward on a pro rata and pari passu basis of the amortisation of the Receivables. The interest due with respect to the Notes shall be recorded in the income statement pro rata temporis. The accrued and overdue interest shall appear on the liability side of the balance sheet in an apportioned liabilities account. Expenses, fees and income related to the operation of the Compartment The various fees and income paid to the Custodian, the Management Company, the Servicer, the Paying Agent, the Compartment Cash Manager and the Compartment Account Bank shall be recorded, as expenses, in the accounts pro rata temporis over the accounting period. All costs related to the establishment of the Compartment shall be borne by the Seller. 185

187 Note placement fees The placement fees with respect to the Class A Notes shall be paid by the Seller in accordance with the terms and conditions of the Class A Notes Underwriting and Subscription Agreement. Interest Rate Swap Agreements The interest received and paid pursuant to the Interest Rate Swap Agreements shall be recorded at their net value in the income statement. The accrued interest to be paid or to be received shall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to be received shall be recorded, with respect to the Interest Rate Swap Agreements, on the liability side of the balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettes rattachées). Junior Swap Agreement The interest received and paid pursuant to the Junior Swap Agreement shall be recorded at their net value in the income statement. The accrued interest to be paid or to be received shall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to be received shall be recorded, with respect to the Junior Swap Agreement, on the liability side of the balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettes rattachées). General Reserve Cash Deposit The General Reserve Cash Deposit shall be recorded to the credit of the General Reserve Account on the liability side of the balance sheet. Amount standing to the credit of the Commingling Reserve Account The amount standing to the credit of the Commingling Reserve Account shall be recorded to the credit of the Commingling Reserve Account on the liability side of the balance sheet. Compartment Cash The income generated from the Compartment Cash investments shall be recorded in the income statement pro rata temporis (excluding interest earned on the Commingling Reseve Account which belongs to the Servicer and the interest earned on the General Reserve Account which belongs to the Seller). Income The net income shall be posted to a retained earnings account. Deferred Purchase Prices The Deferred Outstanding Balance of the Receivables subject to a Deferred Payment of the Purchase Price shall be recorded on the liability side of the balance sheet. 186

188 Compartment Liquidation Surplus The Compartment Liquidation Surplus shall consist of the income arising from the liquidation of the Compartment and the retained earnings. Duration of the accounting periods Each accounting period of the Compartment shall be 12 months and begin on 1 January and end on 31 December, save for the first accounting period of the Compartment which shall begin on the Closing Date and end on 31 December Accounting information in relation to the FCT The accounting information with respect to the FCT shall be provided by the Management Company, under the supervision of the Custodian, in its annual report of activity and half-yearly report of activity, pursuant to the applicable accounting standards. As at the Closing Date, the provisions of the said accounting standards lead to the presentation of consolidated accounts of the FCT, provided that the said accounts will be subject to certification by the statutory auditor of the FCT. Accounting information of the Compartment The accounting information with respect to the Compartment and each compartment, generally, shall be provided by the Management Company, under the supervision of the Custodian, in its annual report of activity and half-yearly report of activity in relation to the Compartment, pursuant to the applicable accounting standards as set out in the relevant Compartment Regulations. FCT. The accounts of the Compartment will be subject to certification by the statutory auditor of the 187

189 THIRD PARTY EXPENSES In accordance with the Compartment Regulations, the Compartment Expenses are the following and are paid to their respective beneficiaries pursuant to the relevant Priority of Payments. Any tax or cost to be borne by the FCT in respect of the Compartment in France, if any, would also constitute Compartment Expenses. Pursuant to the Class A Notes Underwriting and Subscription Agreement, the Seller has undertaken to pay to the Joint Lead Managers the underwriting fees. Management Company In consideration for its obligations with respect to the Compartment, the Management Company shall receive a fee (taxes excluded) equal to 76,000 per annum during the Revolving Period and 71,000 per annum during the Amortisation Period and Accelerated Amortisation Period, payable in equal portions on each Payment Date. In consideration for the publication of the loan by loan file, the Management Company will receive a fee (taxes excluded) equal to 3,000 per annum payable in equal portions on each Payment Date. Upon replacement of the Servicer, the Management Company will receive a flat fee (taxes excluded) equal to 10,000. The Management Company will also receive, in addition to the fees mentioned above, an amount equal to the fees payable to the statutory auditor of the FCT. The fees payable to the statutory auditor of the FCT will be paid directly by the Management Company to the statutory auditor. The Management Company shall also receive a liquidation fee equal to 5,000 (taxes excluded) and a fee for amendment of the documentation or replacement of a party equal to 5,000 (taxes excluded). The fees payable to the Management Company are not subject to value added tax, provided that in case of change of law such fees may become subject to valued added tax. The fees payable to the statutory auditor are subject to value added tax. The Management Company will also receive, in addition of the fees mentioned above, the reimbursement of all taxes as may be reasonably incurred for the operation of the FCT and paid directly by the Management Company, with the prior consultation of the Seller. Custodian In consideration for its obligations with respect to the Compartment, the Custodian shall receive a fee equal to 30,000 per annum (excluding VAT) payable in equal portions on each Payment Date. Servicer In consideration for its obligations with respect to the Compartment, the Servicer shall receive, on each Payment Date, a monthly fee in respect of the administration, recovery and collection of the Receivables equal to (i) 1/12 of 0.50 per cent. of the aggregate Outstanding Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the Servicer as at the beginning of the relevant Collection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent Receivables and all Defaulted Receivables serviced by the Servicer as at the beginning of 188

190 the relevant Collection Period, provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregate Outstanding Balance of all Performing Receivables serviced by the Servicer as at the beginning of the relevant Collection Period. Compartment Account Bank In consideration for its obligations with respect to the Compartment, the Compartment Account Bank shall receive a fee equal to 9,000 per annum (excluding VAT) payable in equal portions on each Payment Date for a maximum of five accounts, plus 300 (excluding VAT) per any additional account (other than a financial instruments account) opened in relation to the Compartment Accounts and plus 240 per annum (excluding VAT) for each financial instruments account. In addition, the Compartment Account Bank shall receive a custody fee equal to bps of the nominal amount of the investments credited to these financial instruments accounts since the immediately preceding Payment Date, payable on each Payment Date. CACIB certificates of deposit will be free of this custody fee. Compartment Cash Manager In consideration for its obligations with respect to the Compartment, the Compartment Cash Manager shall receive, on each Payment Date and in accordance with the Priority of Payments, a fee equal to 0.01 per cent. per annum (including taxes) of the Compartment Cash effectively invested during the preceding Investment Period on the basis of the number of days in the relevant Investment Period and a year of 360 days. Paying Agent In consideration for its obligations with respect to the Compartment, the Paying Agent shall receive: (a) (b) for its duties as paying agent, on each Payment Date, a fee of 450 (excluding VAT); and as holder of a registered account for each Class A Noteholder requesting that the relevant Class A Notes it has subscribed being in the registered form, a one-off fee of 500 on the Closing Date and an annual fee of 1,100 (excluding VAT if applicable), payable in equal portions on each Payment Date. Interest Rate Swap Counterparties The payments made to the Interest Rate Swap Counterparties are included in the Fixed Amounts due to be paid on the relevant Payment Dates. Rating Agencies There will be fees payable by the FCT to the Rating Agencies for surveillance and monitoring purposes. Data Protection Agent The Data Protection Agent will receive an annual fee of 1,000 (excluding VAT) in respect of the safekeeping of the Decryption Key. 189

191 General Expenses The Compartment will also pay such other fees and expenses as may be reasonably incurred for its operation or in relation to the Notes, and in particular: (a) the annual fee payable to each Noteholder Representative and referred to in Condition 7 (Representation of the Noteholders) of the Notes; (b) all reasonable expenses relating to any notice and publication made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of each class of Notes, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. 190

192 INFORMATION RELATING TO THE COMPARTMENT The Management Company shall publish information relating to the Compartment in accordance with the then current and applicable accounting rules and practices. Annual Information Within four (4) months after the end of each financial year, the Management Company shall prepare and publish, in accordance with the then current and applicable accounting rules and practices and under the supervision of the Custodian, an annual report of activity which shall include: 1. the annual accounting documents, with their certification notice by the statutory auditor. The accounting documents are the following: (a) the inventory of the Assets Allocated to the Compartment including: (i) (ii) (iii) the inventory of the portfolios of the Purchased Receivables allocated to the Compartment; the inventory of any other assets purchased by, and financial contracts entered into by, the FCT with respect of the Compartment; and the amount and the distribution of the Compartment Cash; (b) the annual accounts including: (i) (ii) (iii) the Compartment s balance sheet; the Compartment s income statement; and the appendix describing the accounting methods applied and, if appropriate, a detailed report on the debts of the Compartment and the guarantees received. 2. A Management Report including: (a) (b) (c) (d) the amount and proportion of all fees and expenses borne by the Compartment during each Collection Period of the financial year; the amount of the Compartment Cash by reference to the Assets Allocated to the Compartment; a description of the transactions carried out by the Compartment during the course of each Collection Period of the financial year; and information relating to the Purchased Receivables, to any other assets owned by, and any financial contracts entered into by, the FCT with respect of the Compartment and the Notes issued by the FCT with respect of the Compartment. 3. Any changes made to the rating reports on the Class A Notes and to the main features of the Prospectus and any event which may have an impact on the Notes. The statutory auditor shall attest to the accuracy of the information contained in the Annual Activity Report. 191

193 Half-yearly Information Within three (3) months after the end of the first half of the financial year, the Management Company shall prepare and publish, in accordance with the then current and applicable accounting rules and practices and under the supervision of the Custodian, a report of activity for the first half of the year which shall include: 1. the financial statements prepared by the Management Company mentioning their review by the statutory auditor; these financial statements shall be prepared on a half-yearly basis including the inventory of the assets as specified in paragraph 1(a) above and the statement as to the liabilities; 2. the information specified in paragraphs 2(b), 2(c) and 2(d) of the above section entitled Annual Information ; and 3. any changes made to the rating reports on the Class A Notes and to the main features of the Prospectus and any event which may have an impact on the Notes issued by the FCT with respect to the Compartment. The statutory auditor certifies that the information contained in the report of activity for the first half of the fiscal year is true and accurate. The annual report of activity, the report of activity for the first half of the financial year and any other information documentation published by the Management Company with respect to the Compartment shall be provided to the Noteholders upon requests. Such reports will also be available on the internet website of the Management Company ( and at the principal office of the Custodian. Additional Information The Management Company shall publish on its internet website, or through any other means that it deems appropriate, any information regarding the Seller, the Servicer, the Receivables, the Notes and the management of the Compartment which it considers significant in order to ensure adequate and accurate information for the Noteholders. In particular, the Management Company shall make available and shall publish the Principal Deficiency Amount, respectively, determined on each Monthly Payment Date during the Revolving Period and the Amortisation Period. Any additional information shall be published by the Management Company as often as it deems appropriate according to the circumstances affecting the Compartment and under its responsibility. 192

194 SUBSCRIPTION AND SALE Underwriting and Subscription of the Class A Notes Subject to the terms and conditions set out in the Class A Notes Underwriting and Subscription Agreement, (i) the Joint Lead Managers have, subject to certain conditions precedent, severally but not jointly (sans solidarité), agreed for the benefit of the FCT and the Custodian, to underwrite a portion of the principal amount of the offered Class A Notes as set out below at their issue price equal to 100 per cent. of the Initial Principal Amount and (ii) the Initial Subscriber has, subject to certain conditions precedent agreed for the benefit of the FCT and the Custodian, to subscribe for a portion of the principal amount of the offered Class A Notes as set out below at their issue price equal to 100 per cent. of the Initial Principal Amount. The Seller has agreed to pay the underwriting fees to the Joint Lead Managers. JOINT LEAD MANAGERS Principal Amount of Class A Notes BNP Paribas 328,000,000 Société Générale 328,000,000 INITIAL SUBSCRIBER Societe Generale Bank Nederland NV 300,000,000 Total 956,000,000 The proceeds of the issue of the Class A Notes shall be remitted by the Joint Lead Managers and by the Initial Subscriber to the credit of the General Collection Account on the Closing Date. Warranties and Representations Each Joint Lead Manager has severally but not jointly (sans solidarité) and in respect of itself only given certain representation and warranties for the benefit of the Management Company and the Custodian under the Class A Notes Underwriting and Subscription Agreement. Each of the Management Company and the Custodian has severally but not jointly (sans solidarité) agreed to indemnify each Joint Lead Manager in the event of any misrepresentation or breach of its contractual obligations by the Management Company or, as the case may be, the Custodian in respect of any Class A Notes Underwriting and Subscription Agreement. Plan of Distribution and Transfer Restrictions European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Joint Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Class A Notes which are the subject of the offering contemplated by this Offering Memorandum to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Class A Notes to the public in that Relevant Member State at any time: (a) to any legal entity which is a qualified investor as defined under the Prospectus Directive; 193

195 (b) (c) (d) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Joint Lead Manager; if the denomination per Class A Note being offered amounts to at least 100,000; or in any other circumstances falling within article 3(2) of the Prospectus Directive, provided that no such offer of Class A Notes referred to in (a) to (d) above shall require the Management Company and the Custodian or any Joint Lead Manager to publish a prospectus pursuant to article 3 of the Prospectus Directive, or supplement a prospectus pursuant to article 16 of the Prospectus Directive. For the purposes of this provision, the expressions: an offer of Class A Notes to the public in relation to any Class A Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A Notes to be offered so as to enable an investor to decide to purchase or subscribe the Class A Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; Prospectus Directive means Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State; and 2010 PD Amending Directive means Directive 2010/73/EC of 24 November France Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise transferred and will not offer, sell or otherwise transfer, directly, or indirectly, the Class A Notes to the public in the Republic of France and that any offers, sales or other transfers of the Class A Notes in the Republic of France will be made in accordance with articles L of the Monetary and Financial Code only to: (a) (b) qualified investors (investisseurs qualifiés) acting for their own account; and/or a restricted circle of investors (cercle restreint d investisseurs) acting for their own account, all as defined in articles D , D and D of the Monetary and Financial Code; and/or (c) (d) persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers); and/or investors investing each at least EUR 100,000 per transaction. The Prospectus and any other offering material relating to the Class A Notes are not to be further distributed or reproduced (in whole or in part) by the addressee and have been distributed on the basis the addressee invests for its own account, as necessary, and does not resell or otherwise retransfer, directly or indirectly, the Class A Notes to the public in the Republic of France other than in compliance with articles L , 411-2, and L to L of the Monetary and Financial Code. 194

196 United Kingdom Each Joint Lead Manager has represented and agreed that: (a) (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Class A Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Joint Lead Manager; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Class A Notes in, from or otherwise involving the United Kingdom. United States of America Each Joint Lead Manager understands that the Class A Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act ( Regulation S ) or pursuant to an exemption from the registration requirements of the Securities Act. Each Joint Lead Manager represents that it has offered and sold the Class A Notes, and agrees that it will offer and sell the Class A Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Class A Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Joint Lead Manager agrees that, at or prior to confirmation of sale of Class A Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Class A Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. For the purposes of this paragraph, affiliate has the meaning given to it in Rule 501(b) of Regulation D under the Securities Act. General Each Joint Lead Manager has acknowledged and agreed that, save for the FCT having obtained the approval of the Prospectus by the Autorité des Marchés Financiers in its capacity as competent authority in France under the Prospectus Directive, no further action has been or will be taken in any jurisdiction by any Joint Lead Manager that would permit an offer of the Class A Notes to the public, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where such further action for that purpose is required. 195

197 GENERAL INFORMATION 1. Approvals of the Autorité des Marchés Financiers: For the purpose of the listing of the Class A Notes on the Paris Stock Exchange (Euronext Paris) in accordance with articles L , L , L and L of the Monetary and Financial Code AMF General regulations (Règlement général de l Autorité des Marchés Financers), (i) the General Memorandum (document de référence) relating to the FCT was registered with the Autorité des Marchés Financiers on 28 October 2010 under number NR10-01 and (ii) the Prospectus (made of the General Memorandum (document de référence) relating to the FCT and this Offering Memorandum (note d opération)) was granted a visa number FCT N by the Autorité des Marchés Financiers on 11 July Listing on Regulated Markets: Application has been made to list the Class A Notes on the Paris Stock Exchange (Euronext Paris). 3. Clearing Systems Clearing Codes ISIN Numbers: The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France account and (ii) be admitted in the Clearing Systems. The Common Code and ISIN for the Class A Notes are as follows: Common Code ISIN Class A Notes FR Documents available: The General Memorandum (document de référence relating to the FCT) and the Offering Memorandum (note d opération) shall be made available free of charge, to the Noteholders, at the respective head offices of the Management Company, the Custodian and the Joint Lead Managers (the addresses of which are specified on the last page of this Offering Memorandum). Copies of the General Regulations and of the Compartment Regulations shall be made available for inspection by the Noteholders at the respective head offices of the Management Company and the Custodian (the addresses of which are specified on the last page of this Offering Memorandum). 5. Statutory auditor to the FCT: Pursuant to article L of the Monetary and Financial Code, the statutory auditor of the FCT and the Compartment (Deloitte & Associés, 185, avenue Charles de Gaulle, Neuilly-sur-Seine Cedex, France) have been appointed for six (6) months by the board of directors of the Management Company with the prior approval of the Autorité des Marchés Financiers. Under the applicable laws and regulations, the statutory auditor will establish the accounting documents relating to the Compartment. In compliance with article L II of the Monetary and Financial Code, the accounts of the Compartment will remain separate from the accounts of the FCT. 196

198 INDEX OF APPENDICES The following Appendices contain additional information and constitute an integral and substantive part of this Offering Memorandum. The investors, subscribers and Noteholders shall take into consideration such additional information contained in these Appendices. Appendix I - Glossary of Defined Terms Appendix II - Notes Description Table Appendix III - Ratings Appendix IV - Rating Document issued by Fitch Ratings Appendix V - Rating Document issued by Moody s 197

199 APPENDIX I GLOSSARY OF DEFINED TERMS 2007 Order means the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time Order means the order (arrêté) of 25 August 2010 modifying several regulatory provisions relating to prudential control of credit institutions and investment firms. ABE/STEP 2 Agreement means the agreement entitled Conditions Générales de Représentation - Flux de Masse Hors monétique ABE/STEP2 - STET entered into by Crédipar and Crédit Agricole S.A. on 30 November Accelerated Amortisation Event means the event which shall occur if (i) the Class A Interest Amount remains unpaid for five (5) Business Days following the relevant Monthly Payment Date, (ii) the Principal Deficiency Amount is higher than 50 % of the Principal Amount Outstanding of the Class B Notes, upon the occurrence of which the Revolving Period ends and the Accelerated Amortisation Period begins or the Amortisation Period ends and the Accelerated Amortisation Period begins or (iii) the Servicer fails to provide the Management Company with its Monthly Servicer Report on the Information Date immediately following a Reduced Payment Date. Accelerated Amortisation Period means, subject to no Compartment Liquidation Event having occurred, the period beginning on the first Payment Date falling on or after the date on which an Accelerated Amortisation Event occurs and ending, at the latest, on the Final Legal Maturity Date. Accelerated Payment Date means, during the Accelerated Amortisation Period, in respect of any principal and/or interest payment in respect of the Notes, the 25 th day of each month in each year and if such day is not a Business Day, the next following Business Day, except where this should fall in the next calendar month, in which case it shall fall on the immediately preceding Business Day. Accelerated Priority of Payments has the meaning given to it in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Periods of the compartment. Account Bank Required Ratings : an entity shall have the Account Bank Required Ratings if its short-term unsecured, unsubordinated and unguaranteed debt obligations of are rated at least A (long term) by Fitch Ratings (and, if equal to A, Fitch Ratings has not publicly announced that such rating is on rating watch negative ) and F1 (short term) by Fitch Ratings and P-1 by Moody s. Account Holder has the meaning given to this expression in section DESCRIPTION OF THE NOTES General. Additional Receivables means the Receivables purchased by the FCT and allocated to the Compartment on any Subsequent Purchase Date in accordance with the Master Purchase Agreement. Adjusted Available Collections means, with respect to any Collection Period and in relation to any Payment Date, all amounts subject to any adjustment of the Available Collections with respect to the previous Collection Periods, due to: (a) (b) (c) overpayments by a Debtor; reallocations of funds received from a Debtor in relation to several contracts; or regularisations following an error in the allocation of funds received, due to a similarity of names. Adjusted Available Principal Collections means, with respect to any Collection Period and in relation to any Payment Date, all amounts subject to any adjustment of the Available Principal Collections with respect to the previous Collection Periods. 198

200 Adjusted Interest Rate means, in respect of a transferred Receivable subject to a Deferred Payment of the Purchase Price, the interest rate to be provided by the Seller which will be used for the computation of the Deferred Outstanding Balance. Adjusted Outstanding Balance means, as of any Determination Date, in respect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, the present value of the future scheduled payments of principal and interest remaining to be paid, in accordance with the amortisation schedule of such Receivable, using the Adjusted Interest Rate as discount factor and the relevant Instalment Due Dates. Amortisation Event means one of the events defined in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS of this Offering Memorandum, upon the occurrence of which, the Revolving Period ends and the Amortisation Period begins. Amortisation Period means the period (A) commencing (i) at the latest as on the Monthly Payment Date falling in December 2012 (inclusive) or (ii) earlier on the Monthly Payment Date immediately following the occurrence of an Amortisation Event and (B) ending on the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero, (ii) the date on which a Compartment Liquidation Event or a Amortisation Event occurs and (iii) the Final Legal Maturity Date. Amortisation Principal Component means (a) in respect of the scheduled payments of any Auto Loan Contract, the relevant Scheduled Principal Payment and (b) in respect of any Prepayment of a relevant Auto Loan Contract, the lower of (i) the amount of such Prepayment minus the relevant proportion of the Deferred Outstanding Balance and (ii) the Effective Outstanding Balance of such Auto Loan Contract immediately before such Prepayment. Amortisation Schedule means in respect of any Receivable, the scheduled principal and interest payments of such Receivable, as may be adjusted from time to time following a partial prepayment or a Commercial Renegotiation, the interest rate of such Receivable being equal to the Contractual Interest Rate; Ancillary Rights means any rights or guarantees which secure the payment of the Receivables under the terms of the Auto Loan Contracts. The Ancillary Rights shall be transferred to the Compartment together with the relevant Purchased Receivables on each Purchase Date pursuant and subject to the Master Purchase Agreement. If applicable, the following rights are Ancillary Rights: (a) (b) (c) (d) any and all present and future claims benefiting to Crédipar under any Collective Insurance Contracts relating to an Auto Loan Contract; a reserve of title clause (clause de reserve de propriété) (i) which transfers the property right in the financed Car to the Debtor on the day of full payment of the corresponding purchase price and (ii) to which the Seller is subrogated, pursuing to article 1250 of the Civil Code, by the relevant PSA car dealer at the time of the execution of the corresponding Auto Loan Contract; an automobile pledge (gage automobile) taken in compliance with (i) Decree no dated 30 September 1953 or (ii) in relation to Receivables originated after 1 July 2008, the provisions of articles 2351 to 2353 of the Civil Code governing automobile pledges (gage automobile); and/or any other security interest and more generally any sureties, guarantees, insurance and other agreements or arrangements of whatever character in favour of Crédipar supporting or securing the payment of a Purchased Receivable and the records relating thereto. Annual Activity Report means the report prepared by the Management Company which shall include the annual accounting documents, the Management Report and all information regarding the rating of the Class A Notes or any event which may have an impact on the Notes. 199

201 Assets Allocated to the Compartment has the meaning assigned to it in Section DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT. Authorised Investments means the financial instruments which are the object of investment by the Compartment Cash Manager pursuant to the Compartment Cash Management Agreement. Auto Loan Contract means an automobile financing agreement (contrat de financement automobile ou contrat de vente à crédit de véhicule) entered into with one or several individuals in France for personal use. Available Amortisation Amount means, in respect of each Monthly Payment Date during the Amortisation Period, an amount equal to the greater of (a) zero and (b) an amount equal to (i) minus (ii), where: (i) is the aggregate of the Principal Amount Outstanding of the Class A Notes and the Principal Amount Outstanding of the Class B Notes as calculated on the immediately preceding Monthly Payment Date (or as the case may be, on the Closing Date if such Monthly Payment Date falls in September 2011); and (ii) is the Effective Outstanding Balance of all Performing Receivables as calculated on the immediately preceding Determination Date. Available Collections means in respect of any Collection Period and in relation to any Payment Date an amount equal to the aggregate of: (i) (ii) all cash collections (payments of principal, interest, arrears, late payments, penalties and ancillary payments) collected by the Servicer during such Collection Period in relation to the Purchased Receivables (including (aa) Prepayments (and the related prepayment penalties), (bb) all Recoveries, (cc) all amounts paid in connection with (x) the indemnity payment paid by any of the Seller in respect of non-compliant Receivables and the termination of the assignment of any Purchased Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and/or (y) the indemnity payment paid by the Seller in the event of commercial renegotiation of any Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and (dd) any amounts paid to Crédipar by the Collective Insurers under the Collective Insurance Contracts); plus or minus, as the case may be, any Adjusted Available Collections. Available Distribution Amount means: (a) (b) during the Revolving Period and the Amortisation Period, on each Monthly Payment Date, the aggregate of the Available Principal Amount and the Available Interest Amount; and during the Accelerated Amortisation Period, on each Accelerated Payment Date, the aggregate of the balance standing to the credit of the General Collection Account, the Interest Account, the Principal Account and the General Reserve Account, provided in addition that the Commingling Reserve shall not form part of the Available Distribution Amount as long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement, and provided that the Available Distribution Amount shall also include moneys received from the realisation of the collateral held on the Collateral Accounts, as the case may be, for the purpose of interest payments. 200

202 Available Interest Collections means, on any Calculation Date and in respect of the Collection Period immediately preceding such Calculation Date, the Available Collections of such period minus the Available Principal Collections of the same period. Available Interest Amount means, on any Monthly Payment Date and in respect of the Monthly Reference Period immediately preceding such Monthly Payment Date, the sum of: (a) (b) (c) (d) (e) (f) the amounts standing to the credit of the Interest Account as of the close of the immediately preceding Payment Date (if any); the Available Interest Collections; the income generated by the Authorised Investments (but excluding any interest or investment income earned in respect of the General Reserve Account or the Commingling Reserve Account); all payments received from the Interest Rate Swap Counterparties (including, as the case may be, any amounts paid by any eligible replacement interest rate swap counterparty) and, as the case may be, moneys received from the realisation of the collateral held on the Collateral Accounts for the purpose of interest payments; all payments received from the Junior Swap Provider; and the General Reserve. provided in addition that the Commingling Reserve shall not form part of the Available Interest Amount as long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement. Available Principal Amount means, on any Monthly Payment Date and in respect of the Monthly Reference Period immediately preceding such Monthly Payment Date, an amount equal to: (a) (b) the Available Principal Collections in respect of the Collection Periods comprised in that Monthly Reference Period debited from the General Collection Account and credited to the Principal Account; plus the remaining balance standing to the credit of the Principal Account on the preceding Monthly Payment Date (but after the application of the relevant Priority of Payments), provided in addition that the Commingling Reserve shall not form part of the Available Principal Amount as long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement. Available Principal Collections means, on any Calculation Date and in respect of the Collection Period immediately preceding such Calculation Date: (a) (b) (c) all Amortisation Principal Components collected by the Servicer under the Performing Receivables in the course of such Collection Period; plus all principal components of amounts paid during such Collection Period in respect of the indemnification or the rescission (résolution) of the assignment of any Receivables by the Seller; plus any principal amount paid by the Collective Insurers under the Collective Insurance Contracts (which do not form part of the Scheduled Principal Payments) in the course of such Collection Period; plus or minus, as the case may be, 201

203 (d) any Adjusted Available Principal Collections. Available Purchase Amount means, during the Revolving Period, on each Subsequent Purchase Date, an amount equal to the lesser of the following: (a) (b) the Maximum Receivables Purchase Amount as calculated on the relevant Subsequent Purchase Date; and the current credit balance of the Principal Account following the payments in accordance with the Interest Priority of Payments and the priority order set out in paragraph (a) of the Principal Priority of Payments. Average Delinquency Ratio means on any Determination Date, the arithmetic mean of the last three (available) Delinquency Ratios (including the Delinquency Ratio calculated on that Determination Date). If less than 3 observations are available, the Average Delinquency Ratio will be the arithmetic mean of the available observed Delinquency Ratios. Back-to-Back Swap Agreement means the interest rate swap agreement entered into between an Interest Rate Swap Counterparty and Banque PSA Finance on or prior the Closing Date in connection with the Interest Rate Swap Agreement entered into on or about the same date between the FCT and such Interest Rate Swap Counterparty. Balloon Receivable means any receivable in respect of which a significant part of the principal amount is due and payable in a single payment on the maturity date of the relevant Auto Loan Contract. Banque PSA Finance means a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as Custodian and Compartment Cash Manager. Book VI means the Livre VI of the Commercial Code, entitled Des difficultés des entreprises. Business Day means a day which is a Target Business Day other than (i) a Saturday, (ii) a Sunday or (iii) a public holiday in Paris (France). Calculation Date means the fifth (5 th ) Business Day preceding each Payment Date. Car means any vehicle which is earth-borne, four-wheeled, with at least two powered wheels, weighing 3,500 kilograms or less. Civil Code means the French Code civil. Class A Interest Amount means the interest amounts due in respect of each Class A Note on each Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal Amounts Outstanding of such Class A Note as determined by the Management Company at the beginning of the corresponding Interest Period on the basis of the exact number of days elapsed in such Interest Period and a 360 day year. Class A Note means each of the 9,560 Class A Notes issued by the FCT in connection with the Compartment corresponding to an initial nominal amount equal to 956,000,000, bearing interest at the annual rate equal to the aggregate of the EURIBOR Reference Rate plus the Relevant Margin. Class A Noteholders means the holders from time to time of Class A Notes. 202

204 Class A Noteholder Representative has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES Representation of the Noteholders. Class A Notes Interest Shortfall means the positive difference, if any, existing between the Class A Interest Amounts due on a Payment Date and the Class A Interest Amounts effectively paid to the Class A Noteholders on such Payment Date. Class A Notes Underwriting and Subscription Agreement means the underwriting and subscription agreement dated on or prior the Closing Date between the Management Company, the Custodian, the Seller, the Joint Lead Managers and the Initial Subscriber in respect of the Class A Notes. Class A Principal Payment means, during the Amortisation Period, the principal amount payable to the Class A Noteholders on each Monthly Payment Date as calculated by the Management Company as set out in Section TERMS AND CONDITIONS OF THE NOTES Redemption ). Class B Interest Amount means the interest amounts due in respect of each Class B Note on each Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal Amount Outstanding of such Class B Note as determined by the Management Company at the beginning of the corresponding Interest Period on the basis of the exact number of days elapsed in such Interest Period and a 360 day year. Class B Note means each of the 940 Class B Notes issued by the FCT in connection with the Compartment corresponding with an initial nominal amount equal to 94,000,000, bearing interest at the annual rate equal to the aggregate of the EURIBOR Reference Rate plus the Relevant Margin. Class B Noteholders means the holders from time to time of the Class B Notes. Class B Notes and Residual Units Subscription Agreement means the subscription agreement dated on or prior the Closing Date between the Management Company, the Custodian, the Class B Notes Subscriber and the Seller pursuant to which the Class B Notes Subscriber has undertaken to subscribe all of the Class B Notes and the Seller has undertaken to subscribe all of the Residual Units. Class B Notes Interest Shortfall means the positive difference (if any) existing between the Class B Interest Amounts due on a Payment Date and the Class B Interest Amounts effectively payable to the Class B Noteholders on such Payment Date. Class B Notes Subscriber means Banque PSA Finance. Class B Principal Payment means, during the Amortisation Period, the principal amount payable to the Class B Noteholders on each Monthly Payment Date as calculated by the Management Company as set out in Section TERMS AND CONDITIONS OF THE NOTES Redemption ). Clearing Systems means each of Euroclear France and Clearstream Banking, with which the Management Company will register the Class A Notes on the Closing Date. Clearstream Banking means Clearstream Banking Luxembourg S.A.. Closing Date means 20 July Collateral Accounts means, in respect of each Interest Rate Swap Counterparty, the cash account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty, if applicable, will be held and the custody account in which such securities provided by the Interest Rate Swap Counterparty, if applicable, will be held (the Collateral Custody Account ). Collection Period means, in respect of a Payment Date, the calendar month immediately preceding such Payment Date provided that the first Collection Period is the period which shall begin on 7 July 2011 and shall end on 31 August

205 Collective Employment Insurance Contract means any insurance contract entered into by a Debtor with a Collective Insurer in connection with an Auto Loan Contract, and relating to the loss of employment of that Debtor. Collective Insurance Contracts means a Collective Employment Insurance Contract or a Collective Life Insurance Contract. Collective Insurer means any of the insurers mentioned in any Auto Loan Contract. Collective Life Insurance Contract means any insurance contract entered into by a Debtor with a Collective Insurer in connection with an Auto Loan Contract, to cover the death and/or incapacity to work of that Debtor. Commercial Code means the French Code de commerce. Commercial Renegotiation means a renegotiation carried out by the Servicer in respect of a Purchased Receivable, in accordance with and subject to the Servicing Procedures. Commingling Reserve means the amount credited by the Servicer or, as the case may be, by any other entity of the PSA Group, to the Commingling Reserve Account, and adjusted thereafter, as applicable, as a guarantee of the financial obligation (obligations financières), contingent and future, of the Servicer arising under the Master Servicing Agreement (including, without limitation, the obligation of the Servicer to credit the General Collection Account with the Available Collections). Commingling Reserve Account means the bank account opened in the name of the FCT with the Compartment Account Bank and allocated to the Compartment by the Management Company to which the Servicer or, as the case may be, any other entity of the PSA Group will credit the Commingling Reserve. Commingling Reserve Decrease Amount means, on any Monthly Payment Date, the amounts standing to the credit of the Commingling Reserve Account above the Commingling Reserve Required Amount, it being understood that all amounts of interest received from the investment of the Commingling Reserve since the Business Day preceding the last Monthly Payment Date shall not be taken into account. Commingling Reserve Required Amount means: (i) (ii) on the Closing Date, an amount equal to EUR 21,735,000; and in relation to any Payment Date, an amount as calculated by the Management Company equal to: POB * MPR * 138% Where: POB means the aggregate of the principal outstanding balance of the Performing Receivables taking into account as the case may be, the Additional Receivables purchased at the Purchase Date immediately preceding such Payment Date; MPR is the maximum of the Monthly Prepayment Rate as determined by the Management Company on the immediately preceding 12 Determination Dates (and for dates before the Closing Date, assuming that the Monthly Prepayment Rate is equal to 1.5%). Compartment means AUTO ABS FCT COMPARTIMENT , a compartment of the FCT jointly established by the Management Company and the Custodian. The Compartment is governed by articles L , L to L , L to L , L and R to R of the Monetary and Financial Code, the General Regulations and the Compartment Regulations. 204

206 Compartment Account Bank means Crédit Agricole Corporate and Investment Bank, a société anonyme with a share capital of 6,775,271,784, whose registered office is located at 9, quai du Président Paul Doumer, Paris La Défense (France), registered with the Trade and Companies Registry of Nanterre (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as compartment account bank under the Compartment Bank Account Agreement. Compartment Accounts means each of the following bank accounts: the General Collection Account, the Principal Account, the Interest Account, the General Reserve Account, the Commingling Reserve Account and the Collateral Accounts (as the case may be). The Compartment Accounts shall be held by the Compartment Account Bank under the terms of the Compartment Bank Account Agreement. As of the Closing Date, the Management Company shall allocate the above accounts exclusively to the Compartment. Compartment Bank Account Agreement means the agreement entered on or prior the Closing Date between the Management Company, the Custodian and the Compartment Account Bank in connection with the keeping and management of the Compartment Accounts. Compartment Cash means the monies paid into the Compartment Bank Accounts and comprising the amounts standing from time to time to the credit of the Compartment Accounts and pending allocation. The Compartment Cash shall be invested by the Compartment Cash Manager pursuant to the Compartment Cash Management Agreement. Compartment Cash Management Agreement means the agreement entered into on or prior the Closing Date between the Management Company, the Custodian, the Compartment Account Bank and the Compartment Cash Manager pursuant to which the Management Company has appointed the Compartment Cash Manager in connection with the management and investment of the Compartment Cash. Compartment Cash Manager means Banque PSA Finance, a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as compartment cash manager under the Compartment Cash Management Agreement. Compartment Establishment Date means the Closing Date. Compartment Expenses means the Servicing Fee, all expenses and fees due to the Management Company, the Custodian, the statutory auditors of the FCT, the Compartment Account Bank, the Paying Agent, the Data Protection Agent, the Rating Agencies and the Compartment Cash Manager and such other fees and expenses as may be reasonably incurred for the operation or the liquidation of the Compartment, or in relation to a change of Servicer (including without limitation, expenses incurred in connection with the notification of Debtors), or in relation to the Notes, and in particular the annual fee payable to each Noteholder Representative and referred to in Condition 7 (Representation of the Noteholders) of the Notes and all reasonable expenses relating to any notice and publication made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of each class of Notes, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. Compartment Expenses Arrears means the difference (if any) between the amount of Compartment Expenses due and payable on any Payment Date and the amount of Compartment Expenses which have been paid on such Payment Date. 205

207 Compartment Liquidation Date means the date on which the Compartment will be liquidated being the date falling six months after the maturity date of the last Purchased Receivable allocated to the Compartment. Compartment Liquidation Event means one of the events set out in Section LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES Mandatory Liquidation of this Offering Memorandum. Compartment Liquidation Surplus means any amount standing to the credit of the Principal Account, the General Collection Account and the Interest Account following the liquidation of the Compartment and the payment of principal, interest, expenses and commissions due under the provisions of the Compartment Regulations. Compartment Regulations means the agreement entered into on or before the Closing Date between the Management Company and the Custodian, in connection with the establishment, the operation and the liquidation of the Compartment. Conditions means the general and/or particular terms and conditions applicable to the Specially Dedicated Account on the date of the Specially Dedicated Account Bank Agreement. Constant Instalments Receivable means a receivable in respect of which the Instalments paid by the corresponding Debtor on each Instalment Due Dates are of equal amount. Consumers Code means the French Code de la consommation. Consumer Credit Legislation means all the applicable laws and regulations governing the Auto Loan Contracts, including the provisions of the Consumers Code. Contentious Renegotiation means a renegotiation of a Purchase Receivable carried out by the Servicer in the context where a payment has not occurred and the situation has not been regularised, or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint is made to the court/tribunal pursuant to Title III of Book III of the Consumers Code, or article of the Civil Code, or under any other similar procedure as defined by any regulations in force. Contract Eligibility Criteria means the criteria and specifications with which each Auto Loan Contract relating to a Receivable must comply in order for such Receivables to be purchased at each Purchase Date by the FCT (without prejudice to the Receivables Eligibility Criteria) (see Section DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES ). Contractual Documents means the Auto Loan Contracts and any other related documents entered into by the Seller in connection with the Receivables. Contractual Interest Rate means, in relation to any Receivable, the interest provided for in the corresponding Auto Loan Contract. CPR means, in respect of any Collection Period, the prepayment compound rate (expressed on an annual basis) calculated on each Determination Date by the Management Company. The CPR is equal to the difference between: (i) (ii) 1; and the difference elevated to the power of 12, between 1 and the monthly prepayment rate (the Monthly Prepayment Rate ) determined by the ratio of: (a) the total Outstanding Balance of the Performing Receivables which have been prepaid, as recorded during such Collection Period; and 206

208 (b) the aggregate of the Outstanding Balance of the Performing Receivables on the Determination Date of the immediately preceding Collection Period less the Scheduled Principal Payment in respect of such Performing Receivables and of such Collection Period; Credit Reversals (Rejets) means, for any wire transfer or any other means of payment relating to any Purchased Receivable, any return for any reason whatsoever having the effect of not permitting the execution of such wire transfer or means of payment by the Debtor s bank. Custodian means Banque PSA Finance, a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as co-founder of the Compartment and custodian of the Assets Allocated to the Compartment and, more generally, as co-founder of the FCT and custodian of the assets of the FCT, under the Compartment Regulations and General Regulations. Data Protection Agent means BNP Paribas Securities Services, a société en commandite par actions with a share capital of 165,279,835, whose registered office is located at 3, rue d Antin, Paris (France) registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), acting in its capacity as data protection agent appointed by the Management Company under the provisions of the Data Protection Agreement. Data Protection Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Seller and the Data Protection Agreement, pursuant to which the Data Protection Agent is appointed by the Management Company to hold the Decryption Key and make consistency tests with the Encrypted Data File. Debtor means each Private Debtor who has entered into an Auto Loan Contract with the Seller. Decryption Key means in respect of the Purchased Receivables and the related encrypted information delivered by the Seller to the Management Company pursuant to the Master Purchase Agreement, the code delivered on each Purchase Date by the Seller to the Data Protection Agent that allows for the decoding of the encrypted information received by the Management Company. Defaulted Receivable means a Purchased Receivable in respect of which: (a) (b) any amount due remains unpaid past its due date for 150 calendar days or more; or the Servicer, acting in accordance with the Servicing Procedures, has terminated or accelerated the underlying Auto Loan Contract, or has written off or made provision against any definitive losses at any time prior to the expiry of the period referred to in (a) above. Deferred Outstanding Balance means, as of the relevant Purchase Date and on any Determination Date thereafter, in respect of any Purchased Receivable being subject to a Deferred Payment of the Purchase Price, the Outstanding Balance of that Purchased Receivable minus the Adjusted Outstanding Balance of that Purchased Receivable as of such Determination Date. Deferred Payment of the Purchase Price has the meaning given to it in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Purchase Price of the Receivables. 207

209 Deferred Purchase Price means, in respect of any Purchased Receivable being subject to a Deferred Payment of the Purchase Price, an amount equal to the Deferred Outstanding Balance of that Purchased Receivable as of the relevant Purchase Date. Delinquency Ratio means, on any Determination Date, the ratio of (a) the aggregate Effective Outstanding Balance of Delinquent Receivables over (b) the aggregate Effective Outstanding Balance of all Performing Receivables. Delinquent Receivable means any Performing Receivable in respect of which an amount is overdue for strictly less than 150 calendar days. Determination Date means the last day of each calendar month. Effective Interest Rate means, (i) in respect of a Purchased Receivable not subject to a Deferred Payment of the Purchase Price, the Contractual Interest Rate, (ii) in respect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, the Adjusted Interest Rate. Effective Outstanding Balance means as of any Determination Date, (a) in respect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, the Adjusted Outstanding Balance of that Purchased Receivable as of such date or (b) in respect of a Purchased Receivable not subject to a Deferred Payment of the Purchase Price, the Outstanding Balance of that Purchased Receivable as of such date. Eligibility Criteria means the criteria and specifications with which each Receivable must comply in order to be purchased at each Purchase Date by the FCT (see Section DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES ). Encrypted Data File means any electronically readable data tape containing encrypted information relating to the personal data provided under paragraphs 2. of the lists of data set out in schedules 3 and 4 to the Master Purchase Agreement in respect of (i) each Debtor for each Receivable identified in the latest Receivables Purchase Offer (only to the extent the Revolving Period is continuing) and (ii) each Debtor of an outstanding Purchased Receivable (either a Performing Receivable, a Defaulted Receivable or a Delinquent Receivable, but excluding such Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer. EONIA means, on any given day the weighted average rate per annum applicable to overnight unsecured lending transactions in the Euro-Zone interbank market as calculated by the European Banking Federation which appears on the Telerate page 247 and the Reuters page EURIBOR as of 7.00 p.m. (Brussels time), on that day (or: (a) such other page as may replace Telerate pages 247 and the Reuters page EURIBOR on that service for the purpose of displaying such information; or (b) if that service ceases to display such information, such page as displays such information on such service as may replace the Dow Jones/Telerate monitor). If, on any day, the rate is unavailable at such time and on such day the Management Company will request the principal Paris office of four (4) of the Reference Banks to provide it with its offered quotation to leading banks in the Euro-zone interbank market as at a.m. (Brussels time) on the day immediately following the day in question. The EONIA for the relevant day shall be determined, on the basis of the offered quotations of those Reference Banks, as the arithmetic mean (rounded upwards to four decimal places) of the rates so quoted, provided that: (a) (b) if, on any such day, two (2) or three (3) only of the Reference Banks provide such offered quotations to the Management Company, the EONIA for the relevant day shall be determined, as outlined above, on the basis of the offered quotations of those Reference Banks providing such quotations; if, on any such day, one (1) only or none of the Reference Banks provides the Management Company with such an offered quotation, the Management Company will forthwith designate in good faith two (2) banks (or, where one (1) only of the Reference Banks provides such a 208

210 quotation, one (1) additional bank) to provide such a quotation or quotations to the Management Company and the EONIA for the day in question shall be determined, as outlined above, on the basis of the offered quotations of such banks as so designated (or, as the case may be, the offered quotations of such banks as so designated and the relevant Reference Bank); and (c) if no such bank(s) is (are) so designated or such bank(s) as so designated does (do) not provide such a quotation(s), then the EONIA for the relevant day will be the EONIA in effect for the last preceding day to which the foregoing provisions of this definition shall have applied. EURIBOR means: (a) (b) European Interbank Offered Rate, the Euro-zone interbank rate applicable in the Euro-zone calculated by the Banking Federation of the European Union by reference to the interbank rates determined by the credit institutions appointed for this purpose by the Banking Federation of the European Union, published by the European Central Bank in respect of the applicable rate for each Interest Period. The EURIBOR rate is published by Telerate Page No. 248 (or such other page as may replace Telerate Screen Page No. 248 on that service for the purpose of displaying such information or if that service ceases to display such information, such page as displays such information on such equivalent service) at or about 11:00 a.m. (Paris time). The EURIBOR rate applicable to the Notes is determined two (2) Target Business Days prior to any Monthly Payment Date or any Accelerated Payment Date; or if, on any Interest Rate Determination Date, the Screen Rate is unavailable at such time on such date, the Management Company will request the principal Paris office of each of the Reference Banks (or any substitute reference bank(s) duly appointed by the Management Company), to provide the Management Company with their quoted rates to premium banks in the Euro-zone interbank market for 3 month euro deposits in the Euro-zone and for 1 month euro deposits in the Euro-zone at or about a.m. (Paris time) in each case on the relevant Interest Rate Determination Date. The EURIBOR Reference Rate shall be determined on the basis of the offered quotations of those Reference Banks. If, on any such Interest Rate Determination Date, two or three only of the Reference Banks provide such offered quotations to the Management Company, the EURIBOR Reference Rate for the relevant Interest Period shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations. If, on any such Interest Rate Determination Date, one only or none of the Reference Banks provides the Management Company with such an offered quotation, the Management Company shall agree two banks (or, where one only of the Reference Banks provides such a quotation, one additional bank) to provide such a quotation or quotations to the Management Company and the EURIBOR Reference Rate for the relevant Interest Period in question shall be determined, as aforesaid, on the basis of the offered quotations of such banks as so agreed (or, as the case may be, the offered quotations of such bank as so agreed and the relevant Reference Bank). If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the EURIBOR Reference Rate for the relevant Interest Period shall be the EURIBOR Reference Rate in effect for the last preceding Interest Period to which paragraph (a) or the foregoing provisions of this paragraph (b) shall have applied. EURIBOR Reference Rate means 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2 month EURIBOR and 3 month EURIBOR) in respect of each Monthly Interest Period during the revolving Period, the Amortisation Period and the Accelerated Amortisation Period. EURO, EUR or is the currency of the Republic of France since the beginning on 1 January 1999 of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. According to the provisions of article L of the Monetary and Financial Code, the Euro is the lawful currency of the Republic of France. 209

211 Euro-Zone means the region comprised of the Member States of the European Union that adopts the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7 February 1992). Euroclear means Euroclear Bank S.A./N.V.. Euroclear France means Euroclear France, a société anonyme, whose registered office is located at 115, rue Réaumur, Paris, France, registered to the Trade and Companies Registry of Paris (France) under number Excess Margin means the amount resulting at any time from the positive difference (if any) between: (A) (B) the Available Interest Amount, excluding (i) the amounts standing to the credit of the Interest Account as of the close of the immediately preceding Payment Date, (ii) the General Reserve and (iii) the Commingling Reserve (as the case may be); and the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Fixed Swap Amount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amounts due to the Junior Swap Provider and (iii) the Class A Interest Amount and the Class B Notes Interest Amount. Excluded Amounts means (i) any insurance premium, maintenance fees or other services fees owed by a Debtor in relation to Optional Supplementary Services and (ii) the application fees (frais de dossier) owed by a Debtor in relation to an Auto Loan Contract. FCT means the fonds commun de titrisation à compartiments AUTO ABS established jointly by France Titrisation, in its capacity as Management Company, and Banque PSA Finance, in its capacity as Custodian. The FCT is governed by articles L , L to L , L to L , L and R to R of the Monetary and Financial Code and the General Regulations. FCT Establishment Date means 25 November Final Legal Maturity Date means, in respect of the Notes, 26 December 2022 (or the next Business Day). First Purchase Date means the Closing Date. First Purchase Offer means the purchase offer issued by the Seller to the Management Company (with copy to the Custodian), on or before the First Purchase Date, pursuant to the terms of the Master Purchase Agreement. Fitch Ratings means Fitch Ratings Ltd., a rating agency licensed to assess notes issued by French fonds communs de titrisation pursuant to article L of the Monetary and Financial Code, whose head office is located at 30 North Colonnade, London E14 5GN, United Kingdom. Fixed Amount means any fixed amount, calculated by reference to the fixed rate of 1.80% and 50% of the Swap Notional Amount, that the FCT shall pay to each Interest Rate Swap Counterparty under each Interest Rate Swap Agreement. Fixed Junior Swap Amount means the fixed amount, calculated by reference to the fixed rate of 2.30% and the Junior Swap Notional Amount payable by the FCT to the Junior Swap Provider under the Junior Swap Agreement. 210

212 Floating Amount means the floating amount, calculated by reference to the EURIBOR Reference Rate and 50% of the Swap Notional Amount, payable by the Interest Rate Swap Counterparties to the FCT under the Interest Rate Swap Agreement. Floating Junior Swap Amount means the floating amount, calculated by reference to the relevant EURIBOR Reference Rate and the Junior Swap Notional Amount, payable by the Junior Swap Provider to the FCT under the Junior Swap Agreement. General Collection Account means the bank account opened as such by the Management Company in the name of the FCT with the Compartment Account Bank. General Memorandum means the document (document de référence relating to the FCT) prepared jointly by the Management Company and the Custodian in accordance with article L of the Monetary and Financial Code and the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers), in application of said regulations, registered by the Autorité des Marchés Financiers on 28 October 2010 under number NR General Regulations means the FCT general regulations (règlement général) dated 23 November 2010 and made between the Management Company and the Custodian in connection with the establishment, the operation and the liquidation of the Compartments and other compartments of the FCT. General Reserve means, on any date, the credit balance of the General Reserve Account. General Reserve Account means the bank account opened as such in the name of the FCT with the Compartment Account Bank and allocated to the Compartment by the Management Company. General Reserve Cash Deposit means the cash deposit to be made by the Seller under the terms of the General Reserve Cash Deposit Agreement on the Closing Date for an initial amount equal to one (1) per cent. of the aggregate of the Initial Principal Amounts of the Notes. The General Reserve Cash Deposit will be deposited on the General Reserve Account to fund the initial amount of the General Reserve. General Reserve Cash Deposit Agreement means the agreement entered into on or prior the Closing Date between inter alia the Management Company, the Custodian and the Seller. The General Reserve Cash Deposit Agreement relates to the establishment, the funding and the restitution of the General Reserve Cash Deposit. General Reserve Required Amount means on any Payment Date, one (1) per cent. of the sum of the Principal Amount Outstanding of the Class A Notes and the Class B Notes. Global Portfolio Limits has the meaning given to this expression in Section REPRESENTATION, WARRANTIES AND UNDERTAKINGS OF THE SELLER WITH RESPECT TO THE RECEIVABLES - Undertakings with respect to the Receivables. Gross Loss Ratio means, on any Determination Date, the ratio between (a) the aggregate of the Outstanding Balances of all Defaulted Receivables, for Receivables that became Defaulted Receivables since the Closing Date, on the respective dates on which they became Defaulted Receivables (excluding any Recoveries) and (b) the aggregate of the Outstanding Balances of all Performing Receivables which have been purchased by the FCT and allocated to the Compartment since the Closing Date as calculated on the first day of the Amortisation Period. Information Date means, at the latest, the fifth (5 th ) Business Day following each Determination Date. Initial Principal Amount of the Class A Notes means, with respect to each Class A Note, the principal amount of such Class A Note on the Closing Date (i.e. 956,000,000). 211

213 Initial Principal Amount of the Class B Notes means, with respect to each Class B Note, the principal amount of such Class B Note on the Closing Date (i.e. 94,000,000). Initial Principal Balance means, in respect of each Auto Loan Contract, the principal balance at the date of the signature of that Auto Loan Contract before taking into account any payment of any initial instalment payment. Initial Receivables" means the Receivables purchased by the FCT and allocated to the Compartment on the First Purchase Date in accordance with the Master Purchase Agreement. Initial Selection Date means 6 July Initial Subscriber means Societe Generale Bank Nederland N.V., a company organised under Dutch law and licensed as a credit institution, having its registered office at Amstelplein 1, 1096-HA Amsterdam, The Netherlands registered with the Trade Register of the Chamber of Commerce at Amsterdam, The Netherlands under number Instalment Due Date means, with respect to any Receivables, the date on which payment of principal and interest are due and payable under the relevant Auto Loan Contract. The Instalment Due Dates of the Initial Receivables are the 5th, the 10th, the 15th, the 20th, the 25th and the last day in each month provided that such Instalment may be paid on any other Instalment Due Date as defined by the commercial policy of Crédipar (or of any successor thereto) or in the event of any Renegotiation of the Receivables. Instalments means, in respect of any Auto Loan Contract the amounts of each of the instalments to be made by the Debtor on each date on which such instalment have to be paid under that Auto Loan Contract. Interest Account means the bank account opened as such in the name of the FCT by the Management Company with the Compartment Account Bank. Interest Component Purchase Price means, as of any Purchase Date and in respect of each Purchased Receivable, accrued and unpaid interest as of such Purchase Date. Interest Period means: (a) (b) for the first period only, the period from the Closing Date (included) and the 26 September 2011 (excluded); and any Monthly Interest Period during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period relevant for the calculation of the interest amounts due in connection with the Class A Notes and the Class B Notes; Interest Priority of Payments has the meaning given to it in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Priority of Payments during the Revolving Period and the Amortisation Period. Interest Rate Determination Date means the second (2 nd ) Business Day preceding as the case may be the Closing Date or any Payment Date. Interest Rate Swap Agreement means each swap agreement (including the FBF Master Agreement, the schedules, the confirmation and any other related document) dated on or prior the Closing Date and made between the Management Company, the Custodian and each Interest Rate Swap Counterparty pursuant to which such Interest Rate Swap Counterparty shall pay to the FCT for the account of the Compartment the Floating Amounts and the FCT shall pay to such Interest Rate Swap Counterparty the Fixed Amounts, provided the netting between Floating and Fixed Amounts duly occurs on the payment dates. 212

214 Interest Rate Swap Counterparties means each of BNP Paribas and Société Générale in their capacity as credit institutions having signed on or before the Closing Date the Interest Rate Swap Agreement with the Management Company and the Custodian, or any swap counterparty replacing Société Générale or BNP Paribas. Interest Rate Swap Counterparty Rating Event means one of the following events: (i) downgrade of the ratings of the Interest Rate Swap Counterparty not being remedied as provided by the Interest Rate Swap Agreement; (ii) such Interest Rate Swap Counterparty is subject to insolvency or bankruptcy proceedings; or (iii) such Interest Rate Swap Counterparty is in default or fails to perform under the relevant Interest Rate Swap Agreement. Investment Period means any period commencing on (and including) a Monthly Settlement Date and ending on (but excluding) the immediately following Monthly Settlement Date. Investor Report means the monthly report to be prepared by the Management Company on each Calculation Date for the validation by the Custodian and published by the Management Company on its internet website on each Validation Date, in a form as attached to the Master Definitions Agreement. Joint Arrangers means BNP Paribas, London branch and Société Générale, respectively, in their capacity as bookrunners for the placement of a portion of the Class A Notes. Joint Lead Managers means BNP Paribas, London branch and Société Générale, respectively, in their capacity as lead managers for the placement of a portion of the Class A Notes and as underwriter of a portion of the Class A Notes pursuant to the Class A Notes Underwriting and Subscription Agreement. Joint Bookrunners means BNP Paribas, London branch and Société Générale, respectively, in their capacity as bookrunners for the placement of a portion of the Class A Notes. Junior Swap Agreement means the swap agreement (comprising a FBF Master Agreement, a schedule and a confirmation) dated on or before the Closing Date and made between the FCT, in respect of the Compartment, represented by the Management Company and the Custodian and the Junior Swap Provider in respect of the Class B Notes pursuant to which the Junior Swap Provider is the payer of the Floating Junior Swap Amounts and the FCT is the payer of the Fixed Junior Swap Amounts. Junior Swap Notional Amount means: (a) (b) for any day on or before the first Payment Date: EUR 94,000,000; and for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. Junior Swap Provider means Banque PSA Finance in its capacity as credit institution having signed on or before the Closing Date the Junior Swap Agreement with the Management Company and the Custodian. Junior Swap Termination Amount means the amount due by the FCT to the Junior Swap Provider or vice-versa in the event of an early termination of the Junior Swap Agreement. Junior Swap Termination Amount Arrears means on any Payment Date, the Junior Swap Termination Amount which remains unpaid. Management Company means France Titrisation, a société par actions simplifiée with a share capital of 240,160, whose registered office is located at 41, Avenue de l Opéra, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number

215 531, licensed by the Autorité des Marchés Financiers as management company of French debt mutual funds (fonds communs de créances), acting in the name and on behalf of the FCT in respect of the Compartment (unless the context requires otherwise). Management Report means the report prepared by the Management Company within four (4) months after the end of each financial year and sent to the Custodian and including: (a) (b) (c) (d) the amount and proportion of all fees and expenses borne by the Compartment during each Collection Period of the financial year; the amount of the Compartment Cash by reference to the Assets Allocated to the Compartment; a description of the transactions carried out by the Compartment during the course of each Collection Period of the financial year; and information relating to the Purchased Receivables, to any other assets owned by, and any financial contracts entered into by, the FCT with respect of the Compartment and the Notes issued by the FCT with respect of the Compartment. Master Definitions Agreement means the agreement entered into on or prior the Closing Date between, inter alia, the Management Company, the Custodian, the Seller, the Servicer, the Compartment Cash Manager, the Compartment Account Bank, the Interest Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent and the Paying Agent and pursuant to which the parties have agreed to define a number of terms and phrases in connection with the establishment and operation of the Compartment. Master Purchase Agreement means the agreement entered into on or prior the Closing Date by the Management Company, the Custodian and the Seller pursuant to which the Seller has intended to assign to the FCT some Receivables to be exclusively allocated to the Compartment. Master Servicing Agreement means the agreement entered into on or prior the Closing Date between the Management Company, the Custodian and the Servicer, pursuant to which the Management Company has appointed the Seller to service the Receivables and to enforce the Ancillary Rights which both have been transferred to the FCT and allocated to the Compartment. Maximum Balloon Receivables Ratio means 8%. Maximum Receivables Purchase Amount means, during the Revolving Period, and on each Monthly Payment Date, the greater of zero and the amount equal to (a) minus (b) where: (a) (b) is the aggregate of the Initial Principal Amounts of the Class A Notes and the Initial Principal Amounts of the Class B Notes (or following a Partial Early Amortisation Event, 90% of the aggregate of the Initial Principal Amounts of the Class A Notes and the Initial Principal Amounts of the Class B Notes); and is the Effective Outstanding Balance of all Performing Receivables as calculated on the immediately preceding Determination Date. Maximum Used Car Receivables Ratio means 50%. Monetary and Financial Code means the French Code monétaire et financier. Monthly Deferred Principal means, at any Determination Date, in respect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, the Deferred Outstanding Balance as of the immediately preceding Determination Date (or the relevant Purchase Date, as applicable) minus the Deferred Outstanding Balance as of such Determination Date 214

216 Monthly Interest Period means, in respect of a Monthly Payment Date, the period between the previous Monthly Payment Date (inclusive thereof) and the said Monthly Payment Date (exclusive thereof), with the exception of the first Monthly Interest Period which starts on the Closing Date (inclusive thereof) and ends on the first Monthly Payment Date (exclusive thereof), and the last Monthly Interest Period which ends on the Final Amortisation Date at the latest (exclusive thereof). Monthly Payment Date means the 25 th calendar day of each month and if such day is not a Business Day, the next following Business Day, except where this should fall in the next calendar month, in which case it shall fall on the immediately preceding Business Day. The first Monthly Payment Date will be 26 September Monthly Reference Period means any monthly period which comprises one Collection Period or, in relation to the first Monthly Payment Date, all Collection Periods from the Closing Date and ending on 31 st August 2011 (included). Monthly Servicer Report means each computer file established by the Servicer supplied on each relevant Information Date to the Management Company under the Master Servicing Agreement. Monthly Settlement Date means the Business Day preceding each Payment Date. Monthly Settlement Date will be 23 September The first Moody s means Moody s France S.A.S., a rating agency licensed to assess notes issued by the French fonds communs de titrisation pursuant to article L of the Monetary and Financial Code, whose head office is located at bis, boulevard Haussmann, Paris (France). Net Junior Swap Amount means in respect of a given Payment Date, the difference, expressed as an absolute figure, between the Floating Junior Swap Amount and the Fixed Junior Amount, payable on such Payment Date pursuant to the Junior Swap Agreement. Net Junior Swap Amount Arrears means, on any Payment Date, the Net Junior Swap Amounts which remain unpaid, or as the case may be, the Net Junior Swap Amounts due to the FCT in respect of the Compartment by the Junior Swap Provider. Net Swap Amount means in respect of a given Payment Date, the difference, expressed as an absolute figure, between the Floating Amount and the Fixed Amount, payable on such Payment Date pursuant to the Interest Rate Swap Agreement. Net Swap Amount Arrears means, on any Payment Date, the Net Swap Amounts which remain unpaid or as the case may be, the Net Swap Amounts due to the FCT in respect of the Compartment by the Interest Rate Swap Counterparties. New Car means a Car of which the relevant Debtor is the first purchaser. Non-Conformity Rescission Amount has the meaning given to it in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Failure to conform and remedies. Noteholder means the holder of Notes from time to time. Noteholders Meeting has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES Representation of the Noteholders. Notes means the Class A Notes and the Class B Notes. Notes Interest Shortfall means a Class A Notes Interest Shortfall or a Class B Notes Interest Shortfall, as applicable. Notification of Control means the notice addressed by the Management Company to the Specially Dedicated Account Bank in respect of the operations of the Specially Dedicated Bank 215

217 Account, with a copy to the Servicer, pursuant to clause 5.2 of the Specially Dedicated Account Bank Agreement and in the form set out in schedule 1 of the Specially Dedicated Account Bank Agreement. Notification of Release means the notice addressed by the Management Company to the Specially Dedicated Account Bank in respect of the operations of the Specially Dedicated Bank Account, with a copy to the Servicer, pursuant to clause 5.3 of the Specially Dedicated Account Bank Agreement and in the form set out in schedule 2 of the Specially Dedicated Account Bank Agreement. Optional Supplementary Service (prestations complémentaires facultatives) means any insurance or assistance services or maintenance services offered to the Debtors by the Seller in its capacity as insurance broker (courtier en assurance) or insurance intermediary (intermédiaire en assurance) or agent (mandataire) of the relevant services provider, as the case may be, pursuant to the Auto Loan Contracts. Outstanding Balance means as of any Determination Date, in respect of any Purchased Receivable, the present value of the remaining scheduled payments of principal and interest in accordance with the amortisation schedule of such Receivable, using the Contractual Interest Rate as discount factor and the relevant Instalment Due Dates. Partial Early Amortisation means a partial amortisation of the Notes as set out in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Partial Early Amortisation. Partial Early Amortisation Amount means, on any relevant Monthly Payment Date, an amount equal to 10% of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Partial Early Amortisation Event means the event occurring when on three (3) successive Purchase Dates, the aggregate of the Effective Outstanding Balances of the Performing Receivables, as calculated on the Determination Date immediately preceding each such Purchase Date (including the aggregate of the Effective Outstanding Balances of the Auto Loan Contracts the related Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Paying Agency Agreement means the agreement entered into on or prior the Closing Date between the Management Company, the Custodian and the Paying Agent relating to the payments of principal and interest due in respect of the Class A Notes. Paying Agent means CACEIS Corporate Trust, a société anonyme with a share capital of 12,000,000, whose registered office is located at 1-3, place Valhubert, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as an investment services provider (prestataire de services d investissement) with the status of an investment firm (entreprise d investissement) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). Payment Date means any Monthly Payment Date or any Accelerated Payment Date, as the case may be. Performing Receivables means any Auto Loan Contract which is not a Defaulted Receivable. Prepayment means any payment, made in whole or in part (including any prepayment indemnities), by a Debtor in respect of a Receivable subject to the application of the provisions of the Consumers Code or of the Civil Code and the applicable provisions of the Auto Loan Contracts. 216

218 Principal Account means the bank account opened as such in the name of the FCT with the Compartment Account Bank and allocated to the Compartment by the Management Company. Principal Amount Outstanding means, on any Payment Date and in respect of a Note of any class, the principal amount outstanding resulting from the difference between the Initial Principal Amount of the Notes of that class as at the Closing Date and the sum of principal amounts paid to the Noteholders of that Class at the previous Payment Dates and at the relevant Payment Date. Principal Component Purchase Price means, as of any Purchase Date and in respect of each Purchased Receivable, the Effective Outstanding Balance of such Purchased Receivable as of such Purchase Date. Principal Deficiency Amount means, pursuant to the Compartment Regulations, the amount equal to: (a) (b) on the Closing Date: zero; and on any Monthly Payment Date during the Revolving Period and the Amortisation Period, the greater of zero and an amount equal to (i) minus (ii) where: (i) (ii) equals the sum of (x) the Principal Deficiency Amount on the previous Monthly Payment Date and (y) the Principal Deficiency Monthly Amount on that Monthly Payment Date and (z) the aggregate of all amounts credited to the Interest Account by debiting the Principal Account in accordance with paragraph (a) of the Principal Priority of Payments on all previous Monthly Payment Dates; and equals the aggregate of all amounts credited to the Principal Account by debiting the Interest Account in accordance with paragraph (e) of the Interest Priority of Payments on all previous Monthly Payment Dates. Principal Deficiency Monthly Amount means: (a) on the Closing Date: zero (0); (b) on any Monthly Payment Date during the Revolving Period and the Amortisation Period, an amount equal to the sum of the Effective Outstanding Balance of the Purchased Receivables which became Defaulted Receivables during the Collection Period immediately preceding such Monthly Payment Date (this amount not being covered by available excess margin). Principal Deficiency Shortfall means, an event occurring when, on a Monthly Payment Date during the Revolving Period, the amount transferred from the Interest Account to the credit of the Principal Account in respect of the Principal Deficiency Amount, as applicable in accordance with the Priority of Payments, is lower than the Principal Deficiency Amount, as calculated for the aforesaid Monthly Payment Date. Principal Priority of Payments has the meaning given to it in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Priority of Payments during the Revolving Period and the Amortisation Period. Priority of Payments means (a) during the Revolving Period and the Amortisation Period: (i) (ii) the Interest Priority of Payments; and the Principal Priority of Payments; 217

219 (b) during the Accelerated Amortisation Period, the Accelerated Priority of Payments, as set out in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Distributions. Private Debtor means each Debtor which is an individual using the relevant Car for private purposes. Prospectus means the prospectus made of the General Memorandum and the offering memorandum approved by the Autorité des Marchés Financiers. Prospectus Directive means the Directive 2003/73/EC on the prospectus to be published when securities are offered to the public or admitted to trading, as lastly amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November PSA Car Dealer means a subsidiary or a branch, as the case may be, of the PSA Group or a car dealer being franchised or authorised by the PSA Group in France. PSA Group means Peugeot S.A., including all French or foreign entities in which Peugeot S.A. holds a direct or indirect interest of at least ten (10) per cent. of the capital and voting rights. Purchase Date means the First Purchase Date and each Subsequent Purchase Date. Purchase Offer means the purchase offer issued by the Seller to the Management Company (with copy to the Custodian), no later than three (3) Business Days after any Information Date, pursuant to the terms of the Master Purchase Agreement. Purchase Price means, as of any Purchase Date and in respect of each Purchased Receivable, the sum of (a) the Interest Component Purchase Price, (b) the Principal Component Purchase Price and (c) any Deferred Outstanding Balance as of such Purchase Date which will be repaid over time to the Seller out of the relevant Priority of Payments. Purchase Shortfall means an event which occurs when on two (2) successive Purchase Dates, the aggregate of the Effective Outstanding Balance of the Performing Receivables, as calculated on the Determination Date immediately preceding each of such Purchase Dates (including the aggregate of the Effective Outstanding Balance of the Receivables which are sold by the Seller on the relevant Purchase Date) is less than or equal to 80 per cent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Purchased Receivable means a Receivable which has been purchased by the FCT pursuant to the Master Purchase Agreement and allocated to the Compartment and (a) which remains outstanding and (b) the purchase of which has not been rescinded (résolu) in accordance with the Master Purchase Agreement. Rate of Interest means, in respect of the Notes of any class, the aggregate of (i) EURIBOR Reference Rate and (ii) the Relevant Margin for each class of Notes. Rating Agencies means each of Fitch Ratings and Moody s. Receivable means the auto loan receivables due by each Debtor under the relevant Auto Loan Contract. Receivables Eligibility Criteria means the criteria and specifications with which each Receivable must comply in order for those Receivables to be purchased at each Purchase Date by the FCT (without prejudice to the Contracts Eligibility Criteria) (see Section DESCRIPTION OF THE AUTO LOAN CONTRACTS AND THE RECEIVABLES ). 218

220 Recoveries means any amounts of principal, interest, arrears and other amounts received, in respect of an enforcement proceeding, by the Servicer, acting in accordance with the Servicing Procedures, in respect of any Auto Loan Contract which has become a Defaulted Receivable, pursuant to the terms of the Master Servicing Agreement. Such Recoveries may relate to, as the case may be: (a) (b) any payment (in part or in full) of any Defaulted Receivable by the relevant Debtor; and the proceeds of any sale of a Car by the Servicer pursuant to the provisions of the Servicing Procedures, the Auto Loan Contracts and laws and regulations provisions in force. Reduced Payment Date : If the Management Company, on the third (3 rd ) Business Day immediately preceding the Calculation Date has not received a Monthly Servicer Report due to be delivered by the Servicer on the immediately preceding Information Date, the Payment Date immediately following that Calculation Date shall be a Reduced Payment Date, save if such Payment Date is an Accelerated Payment Date. A Reduced Payment Date shall only occur once. Reference Banks means each of Crédit Agricole Corporate and Investment Bank, BNP Paribas, Société Générale and Natixis Banque Populaire, in their capacity as credit institutions responsible for communicating to the Management Company interest rate quotations for the calculation of EURIBOR and, as the case may be, EONIA. Relevant Margin means: (i) (ii) 0.90 per cent. per annum in respect of the Class A Notes; and 1.60 per cent. per annum in respect of the Class B Notes. Renegotiation means a Contentious Renegotiation or a Commercial Renegotiation. Rescheduling Indemnification Amount has the meaning given to it in Section DESCRIPTION OF THE MASTER SERVICING AGREEMENT Commercial Renegotiations. Residual Units means each of the 2 Residual Units issued by the FCT in connection with the Compartment corresponding to an initial nominal amount of 150 bearing interest at an undetermined rate and subscribed on the Closing Date by the Seller under the terms of the Class B Notes and Residual Units Subscription Agreement. Residual Unitholders means the holders from time to time of Residual Units. Revolving Period means the period beginning on the Closing Date and ending on the earliest to occur of the Monthly Payment Date falling in November 2012 (included) and the date on which an Amortisation Event occurs or the date on which an Accelerated Amortisation Event occurs. After the Revolving Period, there will be no further purchases of Receivables in respect of the Compartment. Scheduled Principal Payment means, in relation to each Determination Date and each Collection Period ending on such Determination Date, (i) in respect of a Purchased Receivable not subject to a Deferred Payment of the Purchase Price, the scheduled principal payment as of the Instalment Due Date falling during such Collection Period, in accordance with the Amortisation Schedule, or (ii) in respect of a Purchased Receivable subject to a Deferred Payment of the Purchase Price, (a) the scheduled principal payment as of the Instalment Due Date falling during such Collection Period, in accordance with the Amortisation Schedule minus (b) the relevant Monthly Deferred Principal as of such Payment Date. Selection Date means the Initial Selection Date or any Subsequent Selection Date, as the case may be. 219

221 Seller means Crédipar, in its capacity as seller of the Receivables on each Purchase Date under the terms of the Master Purchase Agreement. Senior Swap Subordinated Termination Payments means, in relation to each Interest Rate Swap Agreement, the excess of (i) any termination payment due and payable by the FCT to the relevant Interest Rate Swap Counterparty under such relevant Interest Rate Swap Agreement as a result of an Event of Default or a Change in Circumstances (other than a tax event or illegality) (in each case as defined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap Counterparty is the Defaulting Party or the Affected Party, as applicable (in each case as defined in the relevant Interest Rate Swap Agreement) over (ii) any amounts paid by any eligible replacement interest rate swap counterparty in relation to such Event of Default or Change in Circumstances (in each case as defined in the relevant Interest Rate Swap Agreement). Senior Swap Subordinated Termination Payments Arrears means on any Payment Date, the Senior Swap Subordinated Termination Payments which remain unpaid. Servicer means the Seller appointed by the Management Company as servicer of the Receivables under the Master Servicing Agreement. Servicer Termination Event means one of the events defined in the Section DESCRIPTION OF THE MASTER SERVICING AGREEMENT Termination. Servicing Fee the monthly fee payable to the Servicer in respect of the administration, recovery and collection of the Receivables, which shall be equal, in respect of each Collection Period, to (i) 1/12 of 0.50 per cent. of the aggregate Outstanding Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the Servicer as at the beginning of the relevant Collection Period plus (ii) 1/12 of 0.70 per cent. of the aggregate Unpaid Balance of all Delinquent Receivables and all Defaulted Receivables serviced by the Servicer as at the beginning of the relevant Collection Period, provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 0.60 per cent. of the aggregate of the Outstanding Balance of all Performing Receivables serviced by the Servicer as at the beginning of the relevant Collection Period. Servicing Procedures mean the administration and servicing procedures which have been defined between the Servicer pursuant to the Master Servicing Agreement (including those procedures described in schedule 1 of the Master Servicing Agreement) and which must be applied by the Servicer for the administration, recovery and collection of any Purchased Receivable. Specially Dedicated Account means the bank account opened with the Specially Dedicated Account Bank and which is a specially dedicated bank account (compte d affectation spéciale) in accordance with articles L and D of the Monetary and Financial Code and pursuant the terms of the Specially Dedicated Account Bank Agreement. Specially Dedicated Account Bank means Crédit Agricole S.A., a société anonyme with a share capital of 7,493,916,453, whose registered office is located at 91-93, boulevard Pasteur, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). Specially Dedicated Account Bank Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank, pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté). Subsequent Purchase Date means, with respect to any Additional Receivables, any date on which the Seller transfers to the FCT, for their exclusive allocation to the Compartment, Additional Receivables, under and subject to the terms of the Master Purchase Agreement. Any Subsequent 220

222 Purchase Date shall fall on the ninth (9 th ) Business Day after each Determination Date during the Revolving Period. By exception, the first Subsequent Purchase Date will fall in September Subsequent Selection Date means the date falling no later than three (3) Business Days after each Information Date. Swap Counterparty Required Ratings means Moody s Second Trigger Required Ratings and the Fitch Required Ratings, where: Moody s Second Trigger Required Ratings means (A) where a person is the subject of a Moody s Short-term Rating, such rating is "P-2" or above and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A3" or above or (B) where such person is not the subject of a Moody s Short-term Rating, its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A3" or above by Moody s.; Moody s Short-term Rating means a rating assigned by Moody s under its short-term rating scale in respect of a person s short-term, unsecured and unsubordinated debt obligations; and Fitch Required Ratings means where: (a) the Class A Notes are assigned a rating of "AA-" or above by Fitch and: (x) (y) the short-term unsecured and unsubordinated debt obligations of a person are assigned a rating or a credit view the equivalent of a rating of "F1" or above by Fitch; and the long-term unsecured and unsubordinated debt obligations of a person are assigned a rating or a credit view equivalent to a rating of "A" or above by Fitch (and, if rated "A", Fitch has not publicly announced that such rating is on Rating Watch Negative ); or (b) the Class A Notes are assigned a rating of "A+" or below by Fitch and: (x) (y) the short-term unsecured and unsubordinated debt obligations of a person are assigned a rating or a credit view the equivalent of a rating of "F2" or above by Fitch; and the long-term unsecured and unsubordinated debt obligations of a person are assigned a rating or a credit view equivalent to a rating of "BBB+" or above by Fitch (and, if rated "BBB+", Fitch has not publicly announced that such rating is on Rating Watch Negative ). Swap Notional Amount means: (a) (b) for any day on or before the first Payment Date: 956,000,000; and for any day thereafter, the minimum of (x) the aggregate of the Effective Outstanding Balance of the Performing Receivables on the Determination Date immediately preceding the Payment Date on or immediately preceding such day and (y) the aggregate of the Principal Amount Outstanding of the Class A Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. Swap Termination Amount means the amount due by the FCT to an Interest Rate Swap Counterparty in the event of an early termination of the corresponding Interest Rate Swap Agreement. Swap Termination Amount Arrears means on any Payment Date, the Swap Termination Amount which remains unpaid. 221

223 Target Business Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system is open. Tax Code means the French Code Général des Impôts. Termination Indemnity Receivable means the amount payable by a Debtor to Crédipar following the termination of an Auto Loan Contract as a result of the default of the Debtor. Transaction Documents means the General Regulations, the Compartment Regulations, the Master Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements, the Junior Swap Agreement, the Compartment Bank Account Agreement, the Compartment Cash Management Agreement, the Paying Agency Agreement, the Data Protection Agreement, the Class A Notes Underwriting and Subscription Agreement, the Class B Notes and Residual Units Subscription Agreement, the General Reserve Cash Deposit Agreement, the Specially Dedicated Account Bank Agreement and the Master Definitions Agreement. Transfer Document means the Acte de Cession de Créances governed by the provisions of articles L of the Monetary and Financial Code which will include the mandatory provisions of article D of the Monetary and Financial Code, pursuant to which the Seller will assign to the FCT the Receivables on each Purchase Date. "Uniform Servicing Procedures" means the servicing and management procedures usually applied by each of the Servicers as directed by Crédipar. Unpaid Balance means in relation to any Receivable which remains unpaid in full or in part, the unpaid balance of such Receivable as recorded by the Servicer, or the Management Company as the case may be. Used Car means a Car of which the relevant Debtor is not the first purchaser. Used Car Receivable means a Receivable related to the financing of a Used Car. Validation Date means the third (3 rd ) Business Day preceding each Payment Date. Variable Instalment Receivables means a Receivable arising under an Auto Loan Contract providing up to 3 levels of Instalments but not a significant high Instalment on the last Instalment Due Dates. 222

224 APPENDIX II - NOTES DESCRIPTION TABLE Ranking of the Notes/Residual Units Number of Notes/Residual Units Nominal Value per Note/Residual Unit Global Principal Amount at Closing Date Class A Notes Class B Notes Residual Units 9, , , ,000,000 94, Subscription Period from 4 July 2011 (inclusive) to 5 July 2011 (inclusive) NA NA Issue Price 100 per cent. 100 per cent. 100 per cent. Closing Date 20 July July July 2011 Annual Interest Rate EURIBOR Reference Rate per cent. EURIBOR Reference Rate per cent. Undetermined Frequency of interest payment (1) Interest Payment Dates Monthly Monthly Monthly 25 th of each month 25 th of each month 25 th of each month Redemption Frequency On occurrence of a Partial Amortisation Event and monthly during the Amortisation Period and the Accelerated Amortisation Period, except on a Reduced Payment Date On occurrence of a Partial Amortisation Event and monthly during the Amortisation Period and the Accelerated Amortisation Period, except on a Reduced Payment Date In fine Weighted Average Life of the Notes/Residual Units See section Weighted Average Life of the Class A Notes Undetermined Undetermined Final Legal Maturity Date Nominal Redemption Amount (2) Fitch Ratings rating (3) 26 December December 2022 Compartment Liquidation Date 100, , AAAsf Unrated Unrated Moody s rating (3) (Aaa (sf)) Unrated Unrated Form of the Notes/Residual Units Placement of the Notes/Residual Units Book entry form Registered form Registered form Private Banque PSA Finance Crédipar Listing and Relevant Stock Exchanges Application has been made to list Class A Notes on the Paris Stock Exchange (Euronext Paris) Unlisted Unlisted Clearing Systems Euroclear France, Clearstream Banking NA NA Common Codes ISIN Codes NA NA FR NA NA (1) The first Payment Date is 26 September (2) To the extent of the Available Distribution Amount. (3) Preliminary ratings. 223

225 APPENDIX III - RATINGS France Titrisation, in its capacity as Management Company, Banque PSA Finance, in its capacity as Custodian, and Crédipar, in its capacity as Seller, have agreed to request Fitch Ratings and Moody s, in their capacity as Rating Agencies appearing on the list established by the decree dated of 23 August 1991, to provide ratings for the Class A Notes and to prepare the rating documents as specified in article L of the Monetary and Financial Code. The ratings assigned by the Rating Agencies to the Class A Notes of each class address the timely payment of interest to the Class A Noteholders on each Payment Date and the ultimate payment of principal at the latest on the Final Legal Maturity Date. The ratings assigned by the Rating Agencies should not be considered as a recommendation or an invitation to subscribe, to sell or to purchase any Class A Notes. Such ratings may be, at any time, revised, suspended or otherwise withdrawn by the Rating Agencies. This assessment of the Rating Agencies takes into account the capacity of the FCT to reimburse in full the principal of the Class A Notes at the latest on the Final Legal Maturity Date. It also takes into account the nature and characteristics of the Purchased Receivables, the regularity and continuity of the cash flows from the transaction, the legal aspects relating to Class A Notes of each class and the nature and extent of the coverage of the credit risks related to Class A Notes of each class. The rating of the Class A Notes does not involve any assessment of the yield that any Class A Noteholder may receive. The preliminary ratings assigned to the Class A Notes of each class, as well as any revision, suspension, or withdrawal of such preliminary ratings that the Rating Agencies reserve the right to make subsequently, based on any information that comes to their attention: - are formulated by the Rating Agencies on the basis of information communicated to them and of which the Rating Agencies guarantee neither the accuracy nor the comprehensiveness, thus the Rating Agencies cannot in any way be held responsible for said credit ratings, except in the event of deceit or serious error demonstrated on their part; and - do not constitute and, therefore, should not in any way be interpreted as constituting, with respect to any subscribers of Notes of each class, an invitation, recommendation or incentive to perform any operation involving Class A Notes, in particular in this respect, to purchase, hold, keep, pledge or sell said Class A Notes. The downgrading, suspension or withdrawal of any of the ratings assigned by the Rating Agencies to the Class A Notes, shall have no consequences on any rating assigned to notes or units issued by the FCT in respect of any other compartment as may be established from time to time by the Management Company and the Custodian. Similarly, the downgrading, suspension or withdrawal of any of the ratings assigned by any rating agency to the notes issued by the FCT in respect of any other compartment shall have no consequences on the ratings assigned by the Rating Agencies to Class A Notes issued by the FCT. 224

226 APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH RATINGS 225

227 Structured Finance Auto Loans France Presale Auto ABS FCT Compartiment Analysts Paul Peyré paul.peyre@fitchratings.com Slim Souissi slim.souissi@fitchratings.com Related Research Applicable Criteria EMEA Consumer ABS Rating Criteria (September 2009) EMEA Consumer ABS Rating Criteria: Auto Residual Value Addendum (October 2010) Counterparty Criteria for Structured Finance Transactions (March 2011) Servicing Continuity Risk Criteria for Structured Finance Transactions (March 2010) Global Structured Finance Rating Criteria (August 2010) Expected Ratings Class Amount (EURm) Final Maturity Rating a LSR CE (%) Outlook A m December 2022 AAAsf LS Stable B 94.00m December 2022 NRsf NR 0.00 n.a. Total Issuance 1, a Expected ratings do not reflect final ratings and are based on information provided by the issuer as of 27 May These expected ratings are contingent on final documents conforming to information already received. Ratings are not a recommendation to buy, sell or hold any security. The offering circular and other material should be reviewed prior to any purchase. Transaction Summary This transaction is a securitisation of French auto loan receivables originated by Credipar in the normal course of its business. Credipar is the French subsidiary of Banque PSA Finance (BPF, not rated), which is the financial captive of the French car manufacturer Peugeot S.A. (PSA; BB+ /Positive/ B ). The securitised portfolio consists of loans advanced to individual and self employed customers for the purchase of new or used vehicles, for private use. They can be either amortising loans, with constant instalments or variable instalments (the loan contract provides up to three levels of instalments but not a significant high instalment on the last payment date), or balloon loans. Balloon loans are for the purchase of new vehicles only, and the balloon amount, payable at the end of the contract, is commensurate with the residual value of the financed vehicle at loan term. All the loans have a fixed interest rate. They are treated as unsecured even if the servicer has legal recourse to the underlying vehicle in certain cases. The rating on the class A notes addresses timely payment of interest and payment of principal by the final maturity date in accordance with the transaction documents. Key Rating Drivers Performance of Underlying Receivables: Fitch Ratings analysed obligor credit risk by forming base case default and recovery assumptions and then stressing these assumptions according to the rating level of the class A notes. The agency has identified three sub portfolios that are homogeneous in terms of default rate (DR), recovery rate (RR) and term to maturity: the new vehicle amortising loans (NV loans, 54% of the loan book), the used vehicle amortising loans (UV loans, 40% of the loan book) and the new vehicle balloon loans (balloon loans, 6% of the loan book). Contents Transaction Summary...1 Transaction and Legal Structure...4 Asset Analysis...8 Financial Structure and Cash Flow Modelling Asset Outlook Counterparty Risk Performance Analytics Appendix: Transaction Overview...19 Revolving Period: The transaction has a maximum 16 month revolving period, after which the portfolio will become static and will amortise. Fitch has analysed the early amortisation triggers with reference to historical information provided. Fitch s view is that such triggers, along with the eligibility criteria and the available credit enhancement, will adequately mitigate the risk added by the revolving period. In any case, Fitch has analysed potential pool mix shifts during this period and modelled a worst case portfolio. Interest Rate Risk: All the loans pay fixed interest rates, while the notes will pay a floating interest rate. To hedge the interest rate mismatches on the class A notes, the issuer will enter into two senior interest rate swap agreements (together referred to as the interest rate swap) June 2011

228 Structured Finance Servicing Continuity Risk: Credipar will be the loan servicer. No back up servicer will be appointed at closing of the transaction. However servicing continuity risks are mitigated by the combination of several operational elements, among which the different steps to be undertaken by the management company to identify and appoint a replacement servicer as well as appropriate arrangements as regard to loan data and borrower information transfer. Furthermore, several factors mitigate the commingling risk, including the frequent sweep of collections to the issuer accounts, the use of a specially dedicated collection account and the availability of a dedicated commingling reserve. Lastly, an adequately sized reserve fund (the general reserve) will be made available to cover liquidity shortfalls only. Counterparty Risk: In terms of the direct counterparty exposures, Crédit Agricole Corporate and Investment Bank (CACIB; AA /Stable/ F1+ ) and Crédit Agricole S.A. (CASA; AA /Stable/ F1+ ) will hold respectively the issuer accounts and the specially dedicated servicer accounts, while BNP Paribas ( AA /Stable/ F1+ ) and Société Générale ( A+ /Stable/ F1+ ) will jointly act as the interest rate swap counterparties. Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. However, although it forecasts French economic activity to remain weak over the next two years, characterised by high unemployment, defaults are likely to remain within base case expectations as they already incorporate Fitch s short term macroeconomic expectations. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector. Rating Sensitivity 1 This section of the report provides a greater insight into the model implied sensitivities the transaction faces when one risk factor is stressed, while holding others equal. The modelling process first uses the estimation and stress of base case assumptions to reflect asset performance in a stressed environment and, secondly, the structural protection was analysed in a customised proprietary cash flow model (see Financial Structure and Cash Flow Modelling). The results below should only be considered as one potential outcome, given that the transaction is exposed to multiple risk factors that are all dynamic variables. Rating Sensitivity to Default Rates The change in rating (ie ratings migration), if the base case joint probability of default for each loan is increased by a relative amount, is demonstrated below. For example, increasing the base case DR by 50% may result in a three notch downgrade of the class A notes from AAAsf to AA sf. Rating Sensitivity to Increased Defaults Original rating Increase base case by 10% Increase base case by 25% Increase base case by 50% Source: Fitch Class A AAAsf AAAsf AA+sf AA sf Rating Sensitivity to Recovery Rates The change in rating if the base case RR are adjusted is demonstrated in the Rating Sensitivity to Reduced Recovery Rates table below. 1 These sensitivities only describe the model implied impact of a change in one of the input variables. This is designed to provide information about the sensitivity of the rating to model assumptions. It should not be used as an indicator of possible future performance Auto ABS FCT Compartiment June

229 Structured Finance Rating Sensitivity to Reduced Recovery Rates Original rating Reduce base case by 10% Reduce base case by 25% Reduce base case by 50% Source: Fitch Class A AAAsf AAAsf AAAsf AA+sf Rating Sensitivity to Shifts in Multiple Factors The Rating Sensitivity to Increased Default and Reduced Recovery Rates table summarises the rating sensitivity to stressing multiple factors concurrently. Three scenarios are evaluated to demonstrate the sensitivity of the rating to varying degrees of stress, ie mild, moderate and severe changes to the expected level of defaults and recoveries. Rating Sensitivity to Increased Default and Reduced Recovery Rates Original rating Increase defaults by 10% and reduce recoveries by 10% Increase defaults by 25% and reduce recoveries by 25% Increase defaults by 50% and reduce recoveries by 50% Source: Fitch Class A AAAsf AA+sf AAsf A+sf Model, Criteria Application and Data Adequacy Due to the nature of the underlying receivables, which are highly granular and homogeneous in their default risk, the transaction was analysed primarily using the criteria, EMEA Consumer ABS Rating Criteria. Fitch was provided with portfolio stratification data showing various parameters, including the current and original loan balance, original term, original loan to value ratio (OLTV), remaining term, seasoning, yield, geographic distribution, split by loan type (NV, UV and balloon loans). The agency was also provided with monthly origination volumes, dynamic delinquency and prepayment data, as well as cumulative gross and net default data (which allowed calculating cumulative recovery data) per origination vintage on a quarterly basis from 2004 to The recovery data was provided by vintage of origination rather than vintage of default making viewing the underlying trends difficult and the recovery analysis more complex. Fitch however viewed such limitation as being partly mitigated by the fact the recovery mainly comes from the sale of the underlying vehicle, which is performed in a short period of time and therefore makes the recovery timing relatively predictable. Furthermore, the agency gained comfort that the OLTV has remained relatively stable from an origination vintage to the other. Fitch determined that an adequate level of data was provided to be able to apply the above rating criteria. The agency specifically noted that origination volumes have been relatively stable. It also noted that the period considered (2004 to 2010) covers an entire economic cycle in France. In particular, both the default and recovery data incorporate elements of economic stress, including: the steady increase in unemployment in 2008 and 2009, driving historically high defaults; and the drop in used vehicle prices in 2008 and early 2009, as well as high unemployment in 2009 and 2010, weighing on recoveries (respectively, secured and unsecured). Lastly, Fitch has been able to make comparisons with performance data that was available from other French auto finance providers, within the captive and independent sectors. Auto ABS FCT Compartiment June

230 Structured Finance In accordance with the EMEA Consumer ABS Rating Criteria, the transaction cash flows were modelled under different asset performance stress assumptions, taking into account the deal structure as outlined in this report (see Financial Structure and Cash Flow Modelling). Transaction and Legal Structure Figure 1 Structure Diagram Servicer: Crédipar Cash Manager: Banque PSA Finance Management Company: France Titrisation Obligors Originator/Seller: Crédipar Issuer: Auto ABS FCT Compartiment Class A Notes Class B Notes Senior Interest Rate Swap Counterparties: BNP Paribas and Société Générale Account Bank: Crédit Agricole Corporate and Investment Bank Specially Dedicated Bank Account: Crédit Agricole S.A. Source: Transaction documents, Fitch Issuer and True Sale The issuer is a French compartmentalised debt mutual fund (fonds commun de titrisation à compartiments) jointly established by the management company and the custodian on 25 November 2010 and regulated and governed under French law. The Auto ABS FCT Compartiment transaction will be the second compartment to be issued of the Auto ABS FCT. At closing, the seller will transfer the loan receivables and their related ancillary rights to Auto ABS FCT Compartiment The issuer will finance the acquisition of the loan receivables through the issuance of notes and asset backed units (as required under French law). The issuer does not have legal personality; rather the management company acts in the name and on behalf of the Issuer. Capital Structure and Credit Enhancement The issuer will issue two classes of notes. The proceeds of the class A and B notes will be applied to purchase the portfolio of receivables. Additionally, a general reserve will be funded at inception. The subordination of the class B notes and the availability of the general reserve to provide credit support under certain circumstances will provide credit enhancement to the class A notes. In addition, the transaction is expected to benefit from excess spread. At closing, the general reserve will equal 1.0% of the class A and B notes balance. It will amortise along with the aggregate of the outstanding balance of the class A and B notes and will be available at any time for liquidity purposes (senior fees, swap payments and interest payments on the class A notes), ie, it will be used only to the extent that available interest proceeds are not sufficient to cover such senior payments. The general reserve may provide credit enhancement to the extent that, while amortising, the excess of the reserve will flow through the relevant priority of Auto ABS FCT Compartiment June

231 Structured Finance payments and will provide additional excess spread, available to cure any amount that would have been registered on the principal deficiency ledger (PDL). Interest Rate Swap The issuer will enter into an interest rate swap agreement to hedge the mismatch between the fixed rate of interest received on the receivables and the floating rate payable on the class A notes. In addition, the issuer will enter into a junior swap agreement to hedge the mismatch between the fixed rate of interest received on the receivables and the floating rate payable on the class B notes. Under the interest rate swap agreement, the issuer will make a fixed rate payment and, in return, will receive one month Euribor, both payments being made on a notional balance equal to the minimum of the outstanding balance of the nondefaulted loans and the outstanding balance of the class A notes. The swap fixed rate has not yet been finalised and Fitch has modelled illustrative rates provided by the transaction parties. Eligibility Criteria The purchase by the issuer of loans at inception or during the revolving period will be subject to a number of conditions which include, among others, the following: Individual eligibility criteria: 1. The receivable is for the financing of a new or used car. 2. Where the receivable is a balloon receivable, it relates to the purchase of a new car. 3. The payment of the receivable is made by direct debit. 4. The receivable pays a fixed interest rate, equal to at least 4.0% per annum. 5. At least one instalment has been received. 6. The receivable includes strictly less than 2 unpaid outstanding instalments. 7. To the best of the knowledge of the seller, the debtor is not subject to a review by a commission responsible for reviewing the over indebtedness of consumers or to any judicial liquidation proceedings. 8. No debtor can bring a claim against the seller for the payment of any amounts relating to the relevant receivable. 9. The debtor is not an employee of the seller. 10. The debtor is domiciled in the France metropolitan territory. 11. The financing contract is legal, valid, binding and enforceable. 12. The receivable is denominated and payable in euros. 13. The contract is subject to French law. Global eligibility criteria/conditions precedent to the purchase of additional receivables include: 1. The weighted average interest rates of the receivables (taking into account the additional receivables) shall not be less than 8.25%. 2. The portion of the used car receivables (taking into account the additional receivables) shall not exceed 50%. 3. The portion of the balloon receivables (taking into account the additional receivables) does not exceed 8%. Priority of Payments The transaction will be revolving for a maximum period of 16 months. During the revolving period, the notes shall receive payments of interest but shall not receive Auto ABS FCT Compartiment June

232 Structured Finance payments of principal except in the case of a partial early amortisation (if the ratio of (i) the outstanding balance of the performing loans, including the loans eligible for repurchase, by (ii) the initial balance of the notes is below 90%, the class A and B notes will be partially redeemed, on a pro rata basis, by an amount equal to 10% of the initial balance of the notes). Following the occurrence of an amortisation event, the notes will be amortising monthly on a sequential basis. Amortisation events include: the arithmetic mean of the last three ratios of (i) the balance of the delinquent loans by (ii) the balance of the performing loans is higher than 3.5%; a purchase shortfall (ratio of (i) the outstanding balance of the performing loans, including the loans eligible for repurchase, by (ii) the initial balance of the notes is below 80% on two successive purchase dates); the seller/servicer becomes insolvent or has its credit institution license withdrawn; the servicer has failed to appropriately credit the commingling reserve account; the seller has breached any of its material obligations as regard data protection; any interest rate swap counterparty is downgraded below A / F1 (or is rated A and has its rating placed in rating watch negative) and has failed to provide the required collateral; a servicer termination event (mainly: (i) the servicer becomes insolvent or has its banking license withdrawn, or (ii) the servicer breaches any of its obligations; any of the representations and warranties made by the servicer is false or incorrect); or a principal deficiency shortfall (amounts registered in the PDL cannot be cured). Prior to an accelerated amortisation event or a compartment liquidation event, (see below), payments of principal and interest will be made monthly in accordance with a separate and sequential priority of payments. On each payment date, the interest and principal proceeds will be applied in accordance with, respectively, the interest priority of payments and the principal priority of payments under the priority of payments described in the figure below. 1. Interest proceeds: available revenue, ie revenue receipts (mainly the income element of the loans, plus any recoveries from defaulted loans), plus interest received from the placement of collections, plus amounts standing to the general reserve account plus, if any, all available principal receipts that are applied to make up any revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes. 2. Principal proceeds: principal receipts, ie the principal element of the loans, plus any amount to be credited to the PDL. Auto ABS FCT Compartiment June

233 Structured Finance Figure 2 Summary of the Priority of Payments Applicable During the Revolving Period and the Amortisation Period Interest priority of payments Principal priority of payments 1 Senior expenses 1 Revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes 2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments) 2 During the revolving period, payment of the principal component purchase price of additional pool 3 Interest on the class A notes 3 During the amortisation period, principal on the class A notes 4 Replenishment of the general reserve at the required level 4 Revenue deficiency in respect of payment of interest on the class B notes 5 Payment on the PDL 5 During the amortisation period, principal on 6 Payment of the subordinated interest rate swap amounts 7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Excess released to the seller and to the residual units holder. Source: Transaction documents, Fitch the class B notes 6 Liquidation surplus paid the holders of the residual units on the compartment liquidation date. Provisioning will be made through the PDL, which will record any defaulted loan (ie loan which are either five months delinquent or which have been written off by the Servicer). The PDL also records any revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes. Following an accelerated amortisation event or a compartment liquidation event, all classes of notes would become payable under an accelerated priority of payments, which is a combined and sequential priority of payments, as summarised below. Figure 3 Summary of Accelerated Priority of Payments 1 Senior expenses 2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments) 3 Interests on the class A notes 4 Replenishment of the general reserve at the required level 5 Principal on the class A notes (until redemption in full) 6 Payment of subordinated interest rate swap amounts 7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Principal on the class B notes (until redemption in full) 10 Repayment of the outstanding general reserve to the seller 11 Excess released to the seller and the residual units holders Source: Transaction documents, Fitch Accelerated amortisation events include: a class A notes interest shortfall (not remedied within five business days); or the principal deficiency amount registered on the PDL is higher than 50% of the outstanding balance of the class B notes. Compartment liquidation events include: the liquidation is in the interest of the residual unitholders and noteholders; the notes and the residual units are held by a single holder and such holder requests the liquidation of the issuer; or Auto ABS FCT Compartiment June

234 Structured Finance the notes and the residual units are held solely by the seller and the seller requests the liquidation of the issuer; or the outstanding balance of the performing receivables has fallen below 10% of the initial balance. Upon the occurrence of a compartment liquidation event, the management company shall propose to the seller to repurchase the remaining receivables in a single transaction at a fair market price and only if the total amount is sufficient to enable the issuer to repay the notes in full. Disclaimer For the avoidance of doubt, Fitch relies, in its credit analysis, on legal and/or tax opinions provided by transaction counsel. As Fitch has always made clear, Fitch does not provide legal and/or tax advice or confirm that the legal and/or tax opinions or any other transaction documents or any transaction structures are sufficient for any purpose. The disclaimer at the foot of this report makes it clear that this report does not constitute legal, tax and/or structuring advice from Fitch, and should not be used or interpreted as legal, tax and/or structuring advice from Fitch. Should readers of this report need legal, tax and/or structuring advice, they are urged to contact relevant advisers in the relevant jurisdictions. Asset Analysis Originator/Seller Overview The originator, Credipar, is a subsidiary of Banque PSA Finance (BPF) which is the financial captive of the French car manufacturer Peugeot S.A. (PSA). BPF is the parent company of all the different financial arms of PSA, Credipar being its French arm. Credipar was created in Its aim is to provide financing for the purchase of Citroën and Peugeot vehicles, as well as vehicles from other brands, and has a wide range of financial products such as loans, leases, rental with purchase options and so on, in addition to insurance and maintenance services. In 2010, Credipar financed more than 325,000 cars, worth about EUR3.1bn, and it financed 28% of PSA s new vehicle sales. Despite the impact on the French market of car scrapping schemes in 2009 and 2010, which resulted in a higher proportion of customers using cash rather than using credit, Credipar increased by 0.5% its market share of the financing of new vehicles from PSA in Fitch undertook a review of the origination and servicing processes of Credipar in March 2011 at its head office, in Levallois Perret (near Paris). In the agency s view, the company follows market practices in origination, underwriting and servicing and demonstrates an experienced management team and processes. Loan Products The main product types offered by Credipar are: vente à crédit (VAC) loans (loans originated at the vehicle point of sale); (2010: 41%); lease products (rental with purchase options); (2010: 59%). The VAC products are aimed at financing new vehicles (NV) or used vehicles (UV) and can be for retailers (individuals and self employed) or professionals. All vehicle brands are eligible for UV while only Peugeot and Citroen are eligible for NV. All the loans bear a fixed interest rate and can be either fully amortising or amortising with a balloon payment at loan maturity (less than 6% of the balance under management). The balloon feature is generally related to a repurchase agreement between the dealer and the customer at loan maturity, the customer can be offered the following possibilities: Auto ABS FCT Compartiment June

235 Structured Finance return the vehicle in lieu of the final instalment and purchase a new car through the dealer (in which case the dealer would pay the balloon amount to Credipar); keep the vehicle and pay the final instalment, or keep the vehicle and get the final instalment rescheduled over an additional period and re pay in instalments. The balloon amount is commensurate with the applicable residual value (RV) of the financed vehicle at loan term. It is set by Credipar with a market quotation tool for second hand vehicles, which gathers information on all cars in France and is constantly updated. Each contract s RV is usually set at a 5% to 10% discount from this market quotation tool to ensure that neither Credipar nor the car dealers take RV risk. Other services, such as death insurance or insurance against vehicle loss, destruction and theft are offered (but are not mandatory). Origination Channels Credipar has set up a network of 14 agencies, spread across the country, which liaise directly with car dealers. The cars dealers could be either subsidiaries of the group ( succursales or filiales, more than 100), independent dealers ( concessionaires, around 300) or agents (more than 3,000). Product particulars, strategic positioning and action plans are discussed between the agencies and the dealers on a regular basis (although the dealers have no obligation to work exclusively with Credipar). This is particularly important as it enables Credipar to adequately position its products depending on customer type, demand and market movements as well as depending on the risk Credipar and the dealers are willing to take. Underwriting Applications are completed at the dealer level, with the assistance of FORCE, a tool implemented to assist salesmen to adequately understand the needs and capabilities of its client, identify the market segment to which he/she pertains and adapt the offer accordingly. Simulations validate decisions and enable rapid applications within safe boundaries. Moreover, the system captures and records the customer s relevant information for future reference. Applications from retailers are managed by a dedicated system (SEDRE) through which demand is automatically scored. Applications, depending on the size of the contract and underlying customer risk, are approved either at the agency (105 account managers) or at the central office level (10 analysts). Only applications with the best scores ( green score) are automatically accepted. The intermediary scores ( orange scores) lead to a manual review of the application while the files with the lowest scores ( red scores) can only be accepted by the regional operation officer, by the account managers head or at the central office. The final decision (to accept or reject the application) is taken by the agency and finally transmitted to the point of sale. The analysis includes a check of the Banque de France database and a check of the internal database. Applications from clients held in the Banque de France database are not necessarily rejected. Other relevant information from clients includes: age, household status, employment, level of solvability (income, rental revenue, other loans) and banking information. The credit scoring also takes into account the nature of the financing plan (financed amount, personal contribution, nature of the vehicle, age of the vehicle, etc). This credit scoring system was developed by Credipar and has been used since Since 2002, a periodic evaluation of the performance of the score is made by BPF. A Auto ABS FCT Compartiment June

236 Structured Finance specific application (called SCORIX) is dedicated to the monitoring of the risk, keeping records of the demands for financing as well as the related negative credit events. Servicing and Collections The client relations department ( Direction des Services à la Clientèle or DSLC) manages performing loans. The litigation department ( Direction du Recouvrement or DREC) is in charge of managing the litigation department from amicable recoveries to legal proceedings. Payment is monthly in the vast majority of the cases, via direct debit. Ongoing servicing of performing contracts, or those with just one instalment in arrears, is carried out by the DSLC. The department has 29 people dedicated to individual customers. They deal with purchases, management of accidents and claims, following up on purchase option dates, etc. Some 103 analysts manage the DREC from amicable recoveries (up to 90 days) to legal proceedings. In 2002, BPF created a centralised structure in charge of supervising the recovery activities among all subsidiaries. In 2008, BPF decided to group in Warsaw its amicable recovery activities for Credipar as well as its English, German and Austrian subsidiaries. The different collection stages and actions are: Amicable stage when a loan is less than 90 days past due (dpd): o o o o scoring; automatic amicable recovery, function of the payment behaviour (automated reminders sent); phone number search; personalised recovery process by phone. Pre contentious stage when a loan is between 90 dpd and 150 dpd: o o o o o physical search for the client; additional telephone follow up; specific treatment of over indebtedness cases; attempts to get title of the assets; use of bailiffs. Contentious stage when a loan is more than 150 dpd: o o o personalised process set up to provide support to financially distressed customers, with possible rescheduling plans or agreed sale of their car, seizure of the vehicle, using external, specialised firms, sale of the vehicle is backed up with experienced auctioneers, and takes between one and two months on average (37 days on average in 2007, 40 days on average in 2008 and 2009). Portfolio Summary The preliminary portfolio, as at 27 May 2011, comprised 230,189 loans with an average current balance of EUR4,596, totalling EUR1,057.9m. The portfolio consists of loans advanced to individuals, which are aimed at financing new vehicles (60.0%), either being amortising loans (54.4%) or balloon loans (5.6%), or used vehicles (40.0%). It has a weighted average (WA) seasoning of 12.9 months and a WA remaining term of 43.3 months. All the loans pay a fixed interest rate (the WA interest rate is 8.9%). For more details, please see the Key Characteristics of the Portfolio figure below. Auto ABS FCT Compartiment June

237 Structured Finance Figure 4 Key Characteristics of the Portfolio a NV loans UV loans Balloon loans Total pool Current balance (EUR) 575,914, ,786,153 59,225,273 1,057,925,835 Current balance (%) Number of loans 125, ,432 4, ,189 Average current loan balance (EUR) 4,598 4,210 13,176 4,596 WA interest rate (%) WA original term (months) WA remaining term (months) WA seasoning (months) WA OLTV (%) a Preliminary portfolio as of 27 May 2011 Source: Credipar, Fitch Portfolio Credit Analysis Default Risk Fitch reviewed separate default data (cumulative default rates per origination vintage) for NV, UV and balloon loans provided by Credipar. Because of the different default behaviours observed for the different loan categories, whether during a benign economic period (origination vintages 2004 and 2005) or during the recent recessionary period (origination vintages post 2006), Fitch has made a distinction between NV, UV and balloon loans in its default base case assumptions. Figure 5 Cumulative Defaults per Origination Vintage on NV Loans (%) New Vehicle Loans => NV Loans Source: Fitch, Credipar (Quarters since origination) Figure 6 Cumulative Defaults per Origination Vintage on UV Loans (%) Used Vehicle Loans => UV Loans Source: Fitch, Credipar (Quarters since origination) Auto ABS FCT Compartiment June

238 Structured Finance Figure 7 Cumulative Defaults per Origination Vintage on Balloon Loans (%) Balloons Loans => Balloon Loans Source: Fitch, Credipar (Quarters since origination) Regarding UV and balloon loans Fitch observed a deterioration in performance for the origination vintages the most severely hit by the latest crisis and, in particular, the origination vintage 2008 which was directly impacted by the sharp rise in unemployment observed in Q42008 and 2009 and, to a certain extent, by the drop in used vehicle prices in 2008 and early The NV loans, in contrast, have demonstrated a clear resilience to the crisis, with a stable performance across the last economic cycle. In determining base case assumptions, Fitch also took into account peer comparison data from other independent and captive French auto loan providers. Also considering the French economic outlook and the stabilising unemployment, Fitch determined a base case DR of 1.8% for the NV loans, 4.0% for the UV loans and 2.3% for the balloon loans. Fitch reviewed separate recovery data (cumulative recovery rates per origination vintage, consisting of the cumulative recoveries expressed as a percentage of the cumulative defaults of a given origination vintage) for NV, UV and balloon loans provided by Credipar. The fact such recovery data was provided by vintage of origination rather than vintage of default makes viewing the underlying trends difficult and the recovery analysis more complex. Fitch however viewed such limitation as being mitigated by the fact the recovery mainly comes from the sale of the underlying vehicle, which is done in a short time period and therefore makes the recovery timing relatively predictable. Furthermore, the agency gained comfort that the OLTV has remained relatively stable from an origination vintage to the other. Figure 8 Cumulative Recoveries per Origination Vintage on NV Loans (%) New Vehicle Loans => NV Loans Source: Fitch, Credipar (Quarters since origination) Auto ABS FCT Compartiment June

239 Structured Finance Figure 9 Cumulative Recoveries per Origination Vintage on UV Loans (%) Used Vehicle Loans => UV Loans Source: Fitch, Credipar (Quarters since origination) Figure 10 Cumulative Recoveries per Origination Vintage on Balloon Loans (%) Balloons Loans => Balloon Loans Source: Fitch, Credipar (Quarters since origination) The origination vintages 2008 and 2009, for which the bulk of the defaults have occurred during the recent crisis, tend to exhibit lower recoveries than the other origination vintages. This is likely explained by the reduction in the unsecured recoveries, in a context of high unemployment, as well as the slight drop in used cars prices observed in 2008 and early Fitch assigned a base case RR of 45.0% for the NV and balloon loans (both categories of loans relate to the purchase of a new vehicle) and 40.0% for the UV loans, taking into account the originator specific data, peer comparison data and the French economic outlook. Figure 11 Base Case Default and Recovery Assumptions Product (%) Size (%) Default base case (%) Recovery base case (%) Loss base case (%) NV loans UV loans Balloon loans Source: Fitch In line with the EMEA consumer ABS criteria, Fitch has applied rating dependant stresses to the base case default and recovery levels. The agency applied multiple stresses to the default base case between the lower and median band (x 4.5 at AAAsf ) taking into account the quality of the data used to derive such base case figures, the level of the base case compared to the originator s historical data and, in particular, the fact the default base case incorporates elements of economic stress (capturing a period of significant rises in unemployment). Auto ABS FCT Compartiment June

240 Structured Finance With respect to recovery stress haircuts, Fitch applied a median haircut at each rating level (eg 50% haircut at AAAsf ), taking into account the fact the recovery base case incorporates elements of economic stress (capturing a period of drops in used vehicle prices and a period of high unemployment) but, on the other hand, accounting for the limitation of recovery data being provided by vintage of origination rather than vintage of default. Aggregated View Worst Case Portfolio Fitch then determined a worst case portfolio, ie a reachable portfolio in terms of composition (given the portfolio composition at closing and the constraints imposed by the eligibility criteria which apply at closing and during the revolving period) built on the view of maximising the WA DR of the global portfolio. This worst case portfolio composition would be reached at a certain point in time during the revolving period and consists of 50% of UV loans, 8% of balloon loans and 42% of NV loans. Fitch arrived at the rating default, recovery and loss rate assumptions described in the Default and Recovery Stressed Assumptions figure below. Figure 12 Default and Recovery Stressed Assumptions (%) Base case AAA Rating DR Rating RR Rating loss rate Source: Fitch Prepayment Risk The transaction is exposed to prepayment risk on the basis that the asset pool generates positive excess spread (WA yield of 8.9% at closing), which would be reduced if average coupon compression on prepayments is assumed. Additionally, Fitch will test the resilience of the structure to different prepayment assumptions (low and high), the prepayment assumption being the main driver of the speed of deleveraging for the class A notes. For more details, see the Financial Structure and Cash Flow Modelling section below. Fitch reviewed historical dynamic prepayment data (monthly data available from January 2004 to December 2010). Figure 13 Monthly Annualised Dynamic Prepayments (%) 50 NV UV Balloons Jan 04 Oct 04 Jul 05 Apr 06 Jan 07 Nov 07 Aug 08 May 09 Feb 10 Dec 10 New Vehicle Loans => NV Loans; Used Vehicle Loans => UV Loans; Balloons Loans => Balloon Loans Source: Fitch, Credipar Based on a static portfolio, Fitch assumed a base case constant prepayment rate (CPR) assumption of 20%. The agency tested high and low prepayment assumptions as per the figure below. Auto ABS FCT Compartiment June

241 Structured Finance Figure 14 Prepayment Rate Assumptions (%) Base case AAAsf High Low 5 5 Source: Fitch Financial Structure and Cash Flow Modelling Fitch used its proprietary cash flow model to test the ability of the asset pool to make interest and principal payments due under the rated notes. It modelled the static asset pool taking into account the scheduled amortisation profile, as well as the stressed default, recovery and prepayment assumptions. The liability structure was configured to reflect the transaction structure, specifically with respect to the capital structure, interest rate swaps and priority of payments (including trigger events). Fitch modelled assumed note margins provided by the transaction parties and applied a standard stressed servicing fee assumption of 1.0% at AAAsf. The model used a default definition of five month delinquency, in line with the transaction default definition. In view of the relatively high underlying yield on the receivables, excess spread can contribute to covering a certain portion of the defaulted receivables, even in high rating scenario. Fitch s cash flow modelling however gave limited credit to excess spread, due to the weighted average coupon compression (WAC compression) assumption used, whereby the available coupon earned on the asset balance is stressed with a 100% compression for defaulted loans and a 50% compression for prepaying loans, combined with a high prepayment scenario and the high levels of defaults assumed. Furthermore, under the agency modelling, some excess spread is released rather than trapped by the structure through the PDL mechanism at the start of the life of the transaction, ie while the yield is at a maximum whereas the bulk of defaulted loans are not yet provisioned for, due to their actual timing of arrival (driven, in particular, by the time of migration to the defaulted status). In light of available static historical default data, Fitch has derived two default rate timings, a normal timing and a more front loaded one, and tested the resilience of the structure to both assumptions. For recoveries, Fitch assumed that the issuer receives recovered amounts six months after the default has occurred. The agency also analysed the sensitivity to such an assumption by testing other recovery assumptions. Due to the interest swap arrangement, there was very little sensitivity to interest rates, as the issuer receives from the swap counterparties the exact floating amount due to the class A notes. According to Fitch s modelling results, sufficient cash flows will be generated in the relevant rating scenario to make timely payment of interest and payment of principal to the class A notes by the final maturity date in accordance with the transaction documents. Asset Outlook Fitch has a stable outlook for both asset performance and rating performance. Stable performance of credit losses is expected, due to the improving unemployment outlook in France and stable used car prices. Auto ABS FCT Compartiment June

242 Structured Finance Counterparty Risk Servicing No back up servicer will be appointed at closing of the transaction. Nevertheless, the agency drew comfort from a number of operational and structural features in place that mitigate servicing discontinuity risk. Upon the occurrence of a servicer termination event (STE, which includes the insolvency of the servicer), the management company will be entitled to identify a new servicer and negotiate a replacement servicing agreement with such new servicer. Following the termination of the appointment of the servicer, the management company will notify the debtors of the assignment of the relevant receivables to the issuer and instruct them to pay into an account specified by it. Such a notification will be made possible by the mechanism under which the seller delivers to the management company, on a monthly basis, an encrypted data file containing the debtors information (in compliance with the applicable confidentiality and data protection laws). Such data can be decrypted thanks to the delivery of a decryption key upon the occurrence of a STE. Furthermore, the servicer will have to transfer to the new servicer all necessary information in order to effectively transfer the servicing functions. Fitch s view is that the management of loans data and information, together with the operational steps in place at transaction level and the defined responsibility of the management company to find a replacement servicer should reduce the servicing transfer time. In addition, the structure provides several mitigants as regard liquidity and commingling risk, which are described in the Commingling and Liquidity sections below. In Fitch s opinion, the different arrangements adequately mitigate the servicing continuity risk, in accordance with the criteria, Servicing Continuity Risk Criteria for Structured Finance Transactions. Account Bank and Specially Dedicated Bank Account From closing, Crédit Agricole Corporate and Investment Bank and Crédit Agricole S.A. will act, respectively, as account bank, holding the various issuer accounts, and specially dedicated bank account, holding the servicer accounts which are specially dedicated accounts (see Commingling section below). The transaction documentation provides that in the event that the account bank or the specially dedicated bank account is downgraded below either F1 or A, or is placed on A Rating Watch Negative, then a replacement will be appointed. In Fitch s opinion, this arrangement adequately mitigates the counterparty risk related to the account bank and to the specially dedicated bank account, in accordance with the criteria, Counterparty Criteria for Structured Finance Transactions. Commingling All the payments made with respect of the receivables are credited to the servicer account which is a specially dedicated account (SDA) opened on the name of the issuer. The French Monetary and Financial Code provides that the creditors of the seller/servicer will have no right over the sums credited to the SDA since these sums are for the exclusive benefit of the issuer. Under the servicing agreement, the servicer has undertaken vis à vis the issuer that all direct debits shall be directly credited into the SDA and to promptly transfer to the SDA any amount of collections standing to the credit of any other of its bank accounts. The servicer furthermore undertakes to transfer to the issuer account any amount standing to the credit of the SDA within five business days. Auto ABS FCT Compartiment June

243 Structured Finance Upon termination of the appointment of the servicer, the management company will instruct the debtors to pay into any account specified by the management company. In any case, the part of the collections not credited directly to the SDA but transiting via other accounts of the servicer (ie cheques payments) are potentially subject to commingling. To mitigate the commingling risk as regard these payments, a commingling reserve has been established and will be adjusted on a dynamic basis to cover approximately six weeks of prepayment amounts. Taking this into account, Fitch considers that the risk is adequately mitigated, in accordance with the criteria, Counterparty Criteria for Structured Finance Transactions. Liquidity The risk of liquidity outage in case of servicing disruption will be first mitigated by the availability of the general reserve, at any time, aimed at liquidity and that is sufficient to cover approximately three months of senior fees and interest on the notes. Furthermore, the applicable priorities of payments provide that principal can be used to make payments with respect of any interest deficiency (see Priority of Payments section above). Such feature implies that either the scheduled payments made by direct debits and directly credited to the SDA prior to the debtors notification or the amounts available in the commingling reserve and that can be drawn to compensate for any instalments not credited to the issuer account (see commingling section above) would be available to provide liquidity support if needed. Fitch considers that the liquidity risk is adequately mitigated, in accordance with the criteria, Counterparty Criteria for Structured Finance Transactions. Set Off The originator does not offer deposit accounts in France. Therefore, set off risk does not exist and Fitch considers it very unlikely that any set off risk may arise during the transaction term. Swap Counterparty The issuer is expected to enter into two interest rate swap agreements. BNP Paribas and Société Générale will act as the interest rate swap counterparties. Replacement downgrade language and other mechanisms, in line with Fitch s criteria, have been put in place in the documentation in respect of BNP Paribas and Société Générale acting as interest rate swap counterparties. Performance Analytics Throughout the life of the transaction, Fitch will monitor the performance of the collateral and any changes at the servicer, or with the structure, that may influence the ratings of the notes. Fitch will receive monthly servicer reports detailing the performance of the portfolio. These will provide the basis for the agency s surveillance of the performance of the transaction against both base case expectations and the performance of the industry as a whole. The ratings on the notes issued under the Auto ABS FCT Compartiment transaction will be reviewed by a committee, on average, every 12 months, or where considered appropriate (eg in the event of a deterioration in performance, an industry wide development, or a change at Credipar or BPF that may influence the transaction) with any affirmation or change in the ratings disseminated publicly. Auto ABS FCT Compartiment June

244 Structured Finance Fitch s quantitative analysis will focus on monitoring the key performance parameters (delinquencies, defaults, recoveries and prepayments) against the base case assumptions. The agency s structured finance performance analytics team ensures that the assigned ratings remain, in the agency s view, an appropriate reflection of the issued notes credit risk. Details of the transaction s performance are available to subscribers at Please call the Fitch analysts listed on the first page of this report with any queries regarding the initial analysis or the ongoing performance. Auto ABS FCT Compartiment June

245 Structured Finance Appendix: Transaction Overview Auto ABS FCT Compartiment Figure 15 Capital Structure France/ABS Class Expected ratings a Size (%) Size (EURm) CE (%) Interest rate PMT Freq Final maturity ISIN/CUSIP A AAAsf Euribor + TBD bp Monthly December 2022 FR B NRsf Euribor + TBD bp Monthly December 2022 n.a. Total 1, General reserve 10.50m a All rated classes have a Stable Outlook Source: Fitch Key Information Details Closing date TBD Seller/originator Credipar Country of assets and type French auto loans Servicer Credipar Country of SPV France Account bank Crédit Agricole Corporate and Investment Bank Analyst Paul Peyré Specially dedicated bank account Crédit Agricole S.A Interest rate swap counterparties BNP Paribas and Société Générale paul.peyre@fitchratings.com Management company France Titrisation Custodian Banque PSA Finance Source: Fitch Parties Summary Key rating drivers Performance of underlying receivables: Fitch Ratings analysed obligor credit risk by forming base case default and recovery assumptions and then stressing these assumptions according to the rating level of the class A notes. The agency has identified three sub portfolios which are homogeneous in terms of DR, RR and term to maturity: new vehicle amortising loans (54% of the loan book), used vehicle amortising loans (40% of the loan book) and balloon loans (6% of the loan book). Revolving period: The transaction has a maximum 16 months revolving period, after which, the portfolio will become static and will amortise. Fitch has analysed the early amortisation triggers with reference to historical information provided. Fitch s view is that such triggers, along with the eligibility criteria and the available credit enhancement, will adequately mitigate the risk added by the revolving period. In any case, Fitch has analysed potential pool mix shifts during this period and modelled a worst case portfolio. Interest rate risk: All the loans pay fixed interest rates while the notes will pay a floating interest rate. To hedge the interest rate mismatches on the class A notes, the issuer will enter into two senior interest rate swap agreements. Servicing continuity risk: Credipar will the loans servicer. No back up servicer will be appointed at closing of the transaction. However servicing continuity risks are mitigated by the combination of several operational elements, among which the different steps to be undertaken by the management company to identify and appoint a replacement servicer as well as appropriate arrangements as regard loans data and borrower information transfer. Furthermore, several factors mitigate the commingling risk, including the frequent sweep of collections to the issuer accounts, the use of specially dedicated collection accounts and the availability of a dedicated commingling reserve. Lastly, an adequately sized reserve fund (the general reserve) will be made available to cover liquidity shortfalls. Counterparty risk: In terms of the direct counterparty exposures, Crédit Agricole Corporate and Investment Bank (CACIB, rated AA /Stable/ F1+ ) and Crédit Agricole S.A. (CASA, rated AA /Stable/ F1+ ) will hold respectively the issuer accounts and the specially dedicated servicer accounts, while BNP Paribas (rated AA /Stable/ F1+ ) and Société Générale (rated A+ /Stable/ F1+ ) will jointly act as the interest rate swap counterparties. Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. However, although it forecasts French economic activity to remain weak over the next two years, characterised by high unemployment, defaults are likely to remain within base case expectations as they already incorporate Fitch s short term macroeconomic expectations. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector. Source: Fitch Simplified Structure Diagram Obligors Servicer: Crédipar Originator/ Seller: Crédipar Senior Interest Rate Swap Counterparties: BNP Paribas and Société Générale Source: Transaction documents, Fitch Cash Manager: Banque PSA Finance Issuer: Auto ABS FCT Compartiment Account Bank: Crédit Agricole Corporate and Investment Bank Management Company: France Titrisation Class A Notes Class B Notes Specially Dedicated Bank Account: Crédit Agricole S.A. Auto ABS FCT Compartiment June

246 Structured Finance ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. Copyright 2011 by Fitch, Inc., Fitch Ratings Ltd. and its subsidiaries. One State Street Plaza, NY, NY Telephone: , (212) Fax: (212) Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings, Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. 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247 APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY S 197

248 JUNE 24, 2011 INTERNATIONAL STRUCTURED FINANCE PRE-SALE REPORT Auto ABS FCT Compartiment ABS / Auto Loans / France Closing Date [July 13, 2011] Table of Contents PROVISIONAL (P) RATINGS 1 ASSET SUMMARY (CUT OFF DATE AS OF 27/05/2011) 1 LIABILITIES, CREDIT ENHANCEMENT AND LIQUIDITY COUNTERPARTIES PARAMETER SENSITIVITIES FOR TRANCHE A COMPOSITE V SCORE STRENGTHS AND CONCERNS STRUCTURE, LEGAL ASPECTS AND ASSOCIATED RISKS ORIGINATOR PROFILE, SERVICER PROFILE AND OPERATING RISKS COLLATERAL DESCRIPTION 12 CREDIT ANALYSIS 15 BENCHMARKING ANALYSIS 17 PARAMETER SENSITIVITIES 22 MONITORING 22 RELATED RESEARCH 23 APPENDIX 1 APPENDIX 2 Analyst Contacts Virginie Marraud des Grottes Analyst Virginie.MarrauddesGrottes@moodys.com Stephan Richtering Stephan.Richtering@moodys.com 24 26» contacts continued on the last page ADDITIONAL CONTACTS: Client Services Desks: London: clientservices.emea@moodys.com Monitoring: Monitor.rmbs@moodys.com Website: Provisional (P) Ratings Series Rating Amount (Million) % of [Notes/ Assets] Legal Final Maturity Coupon Subordination* Reserve Fund** Total Credit Enhancement*** A (P)Aaa(sf) [956] [91.1] [Dec 2022] [1mE] +[.]% [8.9]% [1]% [9.9]% B NR [94] [8.9] [Dec 2022] [1mE] + [.]% [0]% [0]% [0]% Total [1,050] [100.00] The ratings address the expected loss posed to investors by the legal final maturity. [In Moody s opinion the structure allows for timely payment of interest and ultimate payment of principal at par on or before the rated final legal maturity date.] Moody s ratings address only the credit risks associated with the transaction. Other non-credit risks have not been addressed, but may have a significant effect on yield to investors. * At close. ** As a % of [total] notes *** No benefit attributed to excess spread, includes the support from amortising reserve fund. V Score for the sector ([German/French Auto Loans sector]): V Score for the subject transaction: Low/Medium Low/Medium The subject transaction is a revolving cash securitisation of auto loans extended by Crédipar (99.9% owned by Banque PSA Finance (Baa1/P-2)) to obligors located in France. Asset Summary (Cut off date as of 27/05/2011) Seller(s)/Originator(s): Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2) Servicer(s): Crédipar NR(99.9% subsidiary of Banque PSA Finance Baa1/P-2) Receivables: Loans granted to individuals resident in France to finance the purchase of new and used vehicles Methodology Used:» Moody s Approach to Rating European Auto ABS: More Rubber Set to Hit European Roads (SF17579)» The Lognormal Method Applied to ABS Analysis, June 2000 (SF 8827)»» V Scores and Parameter Sensitivities in the non-u.s. Vehicle ABS Sector (SF151508) Historical Default Data Analysis for ABS Transactions in EMEA, December 2005 (SF64042) Total Amount:: [ 1,058 million] Length of Revolving [16 months Revolving] Period: Number of Borrowers: [ ] Borrower [Largest borrower: 0.005%] Concentration: This pre-sale report addresses the structure and characteristics of the proposed transaction based on the information provided to Moody s as of [ ]. Investors should be aware that certain issues concerning this transaction have yet to be finalised. Upon conclusive review of all documents and legal information as well as any subsequent changes in information, Moody s will endeavour to assign definitive ratings to this transaction. The definitive ratings may differ from the provisional ratings set forth in this report. Moody s will disseminate the assignment of definitive ratings through its Client Service Desk. This report does not constitute an offer to sell or a solicitation of an offer to buy any securities, and it may not be used or circulated in connection with any such offer or solicitation.

249 INTERNATIONAL STRUCTURED FINANCE Asset Summary (Continued) Type of Obligors (as% of total pool): [100%] individuals Type of Vehicles: Peugeot [48.98%]; Citroen [47.07%]; Renault [1.54%] Status of Vehicles: New [60.04%]; Used [39.96%] Loan / Vehicle Sale Price: [58.6%] (Original LTV) WA Remaining Term: [43.31] months WA Seasoning: [12.88 ]months WAL of Portfolio in Years: [1.98] (from scheduled amortisation; no pre-payments) Interest Basis: [100%] fixed rate Delinquency Status: Current and delinquent loans with strictly less than two unpaid installments are included in the portfolio Historical Portfolio Performance Data Loss Rate Observed: New with balloon: [0.58%]; New no balloon: [0.77%]; Used no balloon: [1.94%] Delinquencies Observed: days [0.59%]; days [0.59%] (as of December 2010) Coefficient of Variation Observed: New with balloon: [38%]; New no balloon: [7.7%]; Used no balloon: [7.8%] Recovery Rate Observed: Not Available Liabilities, Credit Enhancement and Liquidity Excess Spread at Closing: Credit Enhancement/Reserves: Form of Liquidity: Number of Interest Payments Covered by Liquidity: Interest Payments: Principal Payments: Payment Dates: Hedging Arrangements: [4.64%] (wa asset margin at closing minus (wa note margin + all contractual cost+ swap costs)) annualised excess spread at closing Excess spread [2.07%] commingling reserve if case of breach of servicer duty [1%] liquidity reserve available also to cover losses in excess of the reserve fund required amount Subordination of the Class B notes Liquidity facility, Excess spread, principal to pay interest mechanism [3 ]months of senior expenses and Class A notes coupons Monthly in arrears on each payment date Pass-through on each payment date 25th calendar day of each month First payment date: [25 September 2011] Fix-to-Floating Swap with Société Générale and BNP Paribas Counterparties Issuer: Auto ABS FCT Compartiment Sellers/Originators: Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2) Servicer(s): Crédipar NR (99.9% subsidiary of Banque PSA Finance Baa1/P-2) Back-up Servicer(s): None Back-up Servicer Facilitator(s): France Titrisation (NR) Cash Manager: France Titrisation (NR) and Banque PSA Finance (Baa1/P-2) Back-up Cash Manager: None Calculation Agent/Computational France Titrisation (NR) Agent: Back-up Calculation/Computational None Agent: Seniro Swap Counterparties: Société Générale (Aa2/P-1) and BNP Paribas (Aa2/P-1) Junior Swap Counterparty: Banque PSA Finance (Baa1/P-2) Issuer Account Bank: CA CIB (Aa3/P-1) Collection Account Bank: Banque PSA Finance (Baa1/P-2) Paying Agent: CACEIS Management Company France Titrisation(NR) Issuer Administrator/Corporate France Titrisation (NR) Service Provider: Specially Dedicated Account Holder: Crédit Agricole S.A (Aa1/P-1) Joint Lead Arranger(s): BNP Paribas and Société Générale Data Protection Agent: BNP Paribas Securities Services Custodian: Banque PSA Finance (Baa1/P-2) 2 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

250 INTERNATIONAL STRUCTURED FINANCE Moody s View Rating France Outlook for the Sector: Aaa Stable Unique Feature: Degree of Linkage to Originator: Asset type and structure previously seen in market The originator acts as servicer. Therefore the performance of the pool will also be linked to the quality of servicing the loans, collecting on delinquencies as well as conducting recoveries upon default. There are no provisions made for the appointment of a back-up servicer to reduce the originator linkage. Originator s Securitisation History: # of Precedent Transactions in 4 previous transactions in France Sector: % of Book Securitised: 19.8% as of 31 December 2010 Behaviour of Precedent Transactions: Delinquencies and losses reported on prior transactions of this issuer are in line with the average delinquency reported in the French market. The two outstanding transactions are performing well within our initial assumptions. Key Differences Between Subject and The transaction structure is very similar compared to previous auto loan ABS from Banque PSA Finance Precedent Transactions: Portfolio Relative Performance: Default Rate Assumed/Ranking: Coefficient of Variation Assumed on Default Rate/Ranking: Recovery Rate Assumed/Ranking: [3]%/ in line with peer group [45]%/in line with peer group [30]%/ in line with peer group Parameter Sensitivities for Tranche A Table Interpretation: Factors Which Could Lead to a Downgrade: At the time the rating was assigned, the model output indicated that Class A would have achieved [Aa3] if the cumulative mean default probability (DP) had been as high as 3.50%, and the recovery rate as low as 20% (all other factors being constant). Worse than anticipated portfolio performance in terms of defaults and recoveries. Breach of certain triggers, if no mitigating actions from the issuer observed. TABLE 1* Tranche [A] Recovery Rate Mean Default [30]% [25]% [20]% [3.00]% Aaa* [Aa1] (1) [Aa1] (1) [3.25]% [Aa1] (1) [Aa2] (2) [Aa2] (2) [3.50]% [Aa1] (1) [Aa3] (3) [Aa3] (3) Results under base case assumptions indicated by asterisk ' * '. Change in model output (# of notches) is noted in parentheses. Results are model outputs, which are one of the many inputs considered by rating committees, which take quantitative and qualitative factors into account in determining actual ratings. The analysis assumes that the deal has not aged. The model output does not intend to measure how the rating of the security might migrate over time, but rather, how the initial rating of the security might have differed if key rating input parameters were varied. 3 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

251 INTERNATIONAL STRUCTURED FINANCE Composite V Score Breakdown of the V Scores Assigned To Sector Transaction Remarks Composite Score: (L/M) [ (L/M) ] 1 Sector Historical Data Adequacy and Performance Variability L/M L/M 1.1 Quality of Historical Data for the Sector L/M L/M» Same as sector score 1.2 Sector's Historical Performance Variability L L» Same as sector score 1.3 Sector's Historical Downgrade Rate L L» Same as sector score 2 Issuer/Sponsor/Originator Historical Data Adequacy, Performance Variability and Quality of Disclosure L/M L/M 2.1 Quality of Historical Data for the Issuer/Sponsor/ Originator 2.2 Issuer/Sponsor/Originator's Historical Performance Variability L/M L/M» The originator provided historical information from 2004 to 2010 on net losses, default and delinquencies.» Information on recoveries was not provided. L L» In line with market index.» Securitized portfolios are performing well within Moody s initial expectations. 2.3 Disclosure of Securitization Collateral Pool Characteristics L/M L/M» We received stratification tables for the portfolio covering the main characteristics.» In line with auto loan securitizations. 2.4 Disclosure of Securitization Performance L L» In line with auto loan securitizations.» Performance data is condensed in one single report and available on a monthly basis.» Detailes stratification data will be received periodically by the management company.» The servicer report is fully compliant for monitoring purposes. 3 Complexity and Market Value Sensitivity L/M L/M 3.1 Transaction Complexity L/M L/M» In line with a typical transaction in the sector» Two swaps adds legal and potential operational complexity.» Two different types of amortizations including partial amortization.» Straightforward sequential pay after revolving period 3.2 Analytic Complexity L/M L/M» Model is well tested and well understood.» Additional analysis done to reflect specific credit risk aspects of balloon loans. 3.3 Market Value Sensitivity L L» In line with a typical transaction in the sect 4 Governance L/M L/M 4.1 Experience of, Arrangements Among and Oversight of Transaction Parties L L» Originator and servicer has 10 years of securitisation experience (first securitization in 2001) 4.2 Back-up Servicer Arrangement L L» None -Crédipar is a 99.9% subsidiary of Banque PSA Finance rated Baa1» The management company acts as Back-up servicer facilitator 4.3 Alignment of Interests L L» In line with a typical transaction in the sector» Banque PSA Finance retains the Class B 4.4 Legal, Regulatory, or Other Uncertainty L/M L/M» In line with a typical transaction in the sector 4 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

252 INTERNATIONAL STRUCTURED FINANCE Strengths and Concerns Strengths:» Granular portfolio composition Securitised portfolio is highly granular with the largest and 20 largest borrowers representing [0.005%] and [0.052]% respectively. It also benefits from a good geographic diversification in France.» Financial strength of Banque PSA Finance: Crédipar (N/R) acting as originator and servicer in the transaction is a 99.9% owned subsidiary of Banque PSA Finance rated (Baa1/P-2). The bank is regulated by Banque de France. The bank sound credit profile limits deal exposure to operational issues like portfolio servicing disruption.» Performance of previous transactions: The previously Moody s rated Auto ABS transactions are generally performing in line with or better than expectations: Auto ABS Compartiment and Auto ABS Compartiment » Credit enhancement: The transaction benefits from several sources of credit enhancement provided through (i) a high level of excess spread which provides a significant amount of credit enhancement on top of the (ii) class subordination, (iii) amortising reserve fund and (iv) a deferred purchase price mechanism during the revolving period.» Estimates equivalent for payment allocation: Under the contractual documents, the management company will only continue to make payments of senior fees, senior swaps amounts and Class A interest amounts due, and it will not pay any principal in the event a servicer report is not available. This reduces the risk of any technical non payment of interest on the Class A notes. Indeed no estimation is needed as the fees, interests calculations and swap amount due can be done without the servicer report. However the structure allows to continue to revolve after one servicer report default. In case of bankruptcy of the servicer the structure will start amortising and in case of a second servicer report default the accelerated amortization is triggered.» Liquidity arrangements: The transaction has a funded liquidity facility to cover potential liquidity shortfalls. Potential liquidity shortfalls are mitigated by a principal to pay interest mechanism, the fully funded at closing and amortising reserve fund of [1.00%] and the seniority of the reserve fund replenishment in the interest priority of payments (reserve fund replenishment ranks senior to the PDL and the interest on the Class B notes). Concerns and Mitigants: Moody s committees particularly focused on the following factors, listed in order of those most likely to affect the ratings:» Banque PSA Finance as the junior swap counterparty: There are no replacement triggers and no requirement for junior swap counterparty to post collateral under the Junior swap. The risk would materialize upon default of Banque PSA Finance currently rated Baa1/P-2 and would leave the transaction potentially un-hedged for an amount equivalent to the outstanding balance of the Class B. Moody s has taken into consideration these specific features of the junior swap while deriving its modeling assumptions as further explained under Credit Analysis.» Senior swap agreements: The swap framework is FBF. The senior swap agreements are not yet fully in line with Moody s criteria. However, we received confirmation by the swap counterparties that their intention is to have the swap framework fully in line with Moody s swap criteria.» No back-up servicing at close: However the management company will act as back up servicer facilitator to replace the servicer upon insolvency and undertakes most cash administration functions (except for investments of available cash). The borrowers details will be made available to the management company on a monthly basis through an encrypted file in order to have such information available for the back-up servicer.» Limited historical information: Although historical default and net loss data provided by Crédipar cover the period from Q1/2004 to Q4/2010 it does not include any information about recoveries. Moody s has factored this when deriving its modeling assumptions as further explained under Credit Analysis.» Balloon loan: The portfolio is limited to [8%] balloon loans (as per the global portfolio limit) with an average balloon installment of up to [ 55%] of the total principal balance. Moody s has treated this in its quantitative analysis.» Commingling risk: Borrowers are not notified of the transfer of the receivables from Credipar to the FCT at closing but only upon the change of servicer. However, commingling risk on collections is partially mitigated by (i) the specially dedicated account and (ii) a commingling reserve funded at closing and adjusted on a monthly basis covering prepayments (6 weeks).» The large proportion of used cars: The large proportion of used cars in the initial portfolio [39.96]% as well as the 5 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

253 INTERNATIONAL STRUCTURED FINANCE proposed limits on used cars up to [50]% would translate into higher default rate. However, Moody s has taken into account the impact of the larger proportion in loans backed by used cars in the default rate assumptions used in its modeling approach. 6 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

254 INTERNATIONAL STRUCTURED FINANCE Structure, Legal Aspects and Associated Risks CHART 2 Structure Chart France Titrisation Management Company CA S.A. Specially Dedicated Account Bank Banque PSA Finance Custodian CACEIS Paying Agent Banque PSA Finance Compartment Cash Manager CACIB Compartment Account Bank BNP Paribas Securities Services Data Protection Agent Receivables Assignment Crédipar Seller & Servicer Purchase Price (& Deferred Purchase Price) Auto ABS FCT Compartment Issuer Note Interest & Principal Issuance Proceeds Class A Notes Class B Notes Residual Units BNP Paribas & Société Générale Class A Notes Interest Rate Swap Counterparties Banque PSA Finance Class B Notes Swap Provider Liabilities: Allocation of payments/pre-accelerated interest waterfall: On each monthly payment date, the issuer s available funds (i.e. interest amounts received from the portfolio, the reserve fund, the senior and junior swap net amounts, and interest earned from authorized investments from the general collection account) will be applied in the following simplified order of priority: 1. Senior expenses; 2. Net swap amounts due to the swap counterparty and swap termination payments if the issuer is the defaulting party; 3. Interest on Class A; 4. Reserve fund replenishment; 5. Combined PDL for Class A and Class B 6. Swap termination payments if the swap counterparty is the defaulting party; 7. Net junior swap amounts due to the swap counterparty 8. Interest on Class B; 9. Payment of the deferred purchase price Allocation of payments/ pre-accelerated principal waterfall: On each monthly payment date, the principal amounts received from the portfolio together with the amount paid to cover any PDL under item 5 of the interest waterfall will be applied in the following simplified order of priority: 1. Any uncovered amount from the items 1, 2 and 3 of the interest waterfall; 2. During the revolving period, purchase of additional receivables; 3. During the amortisation period, principal payments (subject to pro-rata amortisation trigger) until repaid in full to Class A; 4. Any uncovered amount from the items 8 of the interest waterfall; 7 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

255 INTERNATIONAL STRUCTURED FINANCE 5. During the amortisation period, principal payments (subject to pro-rata amortisation trigger) until repaid in full to Class B Allocation of payments/pdl-like mechanism: A PDL is based on defaults. A default is defined as a loan terminated or written off by the servicer or a loan for which the borrowers are in arrears for 150 days or more. Over-indebted borrowers will not be not classified as defaulted nor delinquent solely as a result of the start of this procedure. The number of days unpaid will prevail. Performance Triggers: Trigger Conditions Remedies/Cure Stop purchase An Amortisation Event occurs; or An Accelerated Amortisation Event occurs; or The revolving period will be terminated and the notes will start amortising Reduced payment date The servicer has failed to deliver the monthly servicer report No principal payment is made and only items 1,2 and 3 of the interest waterfall are paid Amortisation Event Partial Amortisation Event Accelerated Amortisation Event The ratio between the performing portfolio and the outstanding balance of the notes is below [80%] for two consecutive purchase date; or The commingling reserve is not at the commingling reserve required amount; or The occurrence of an uncovered PDL; or The average delinquency ratio exceeds [3.5]% (average for 3 consecutive months of the ratio equal to the sum of the receivables overdue for more than 30 days but strictly less than 150 days over the outstanding balance of the performing receivables); or Crédipar is insolvent; or Banque PSA Finance is insolvent; or A servicer Termination event has occurred; or The Seller has breached its obligation under the Data Protection Agreement; or The senior swap counterparty is downgraded below the relevant swap counterparty required ratings and is not replaced The ratio between the performing portfolio and the outstanding balance of the notes is below [90]% but strictly above [80]% for three consecutive purchase dates. A Class A interest remains unpaid for [5] business days; or The PDL is higher than [50%] of the outstanding balance of the Class B notes; or A reduced payment date has occurred and the servicer has failed to deliver the monthly servicer report to the management company before the next payment date If any of the conditions are met, the revolving period will stop and the amortization of the notes will start according to the pre-accelerated waterfall If the condition is met, Class A and Class B notes will amortise by an amount equal to 10% of the initial Class A and B notes, on a pro-rata basis. If any of the conditions are met, principal and interest receipts will be allocated sequentially until fully redemption of Class A and then to Class B; Reserve Fund - Liquidity:» Principal to pay interest mechanism» Liquidity facility provided by Banque PSA Finance (Baa1/P-2): Initially funded at [1%] of initial note balance, amortising to: [1%] of current notes.» The reserve fund will be replenished after the interest payment of the Class A note.» Any amount released above the reserve fund required amount will be used to cover any outstanding PDL and therefore serve as credit enhancement for the transaction. Subordination of interest: The payment of interest on Class B will be brought to a more junior position during an accelerated amortization period. Assets: Asset transfer:» True Sale to a second compartiment of a French securitisation vehicle (fonds commun de titrisation) Revolving period: The structure includes a revolving period of [16] months, during which the seller has the option to sell additional portfolios on a monthly basis. A long revolving period potentially exposes note-holders to additional losses. However such risk is mitigated by tight replenishment criteria, as well as early amortisation triggers. Negative Carry: During the revolving period there could be a period of up to [3]months before the issuer purchases new receivables or amortise the notes. Therefore there will be a drop in the interest expected to be received by the issuer due to the difference between the asset yield generated and the financial incomes received from the investments made with the cash of the issuer accounts or between the financial incomes received and the coupons to be paid under the notes. 8 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

256 INTERNATIONAL STRUCTURED FINANCE This is mitigated by a partial amortization of notes and the high level of excess spread in the transaction. Excess spread: The transaction benefits from an estimated [4.64%] of excess spread, which represents the first layer of credit enhancement as well as a limited liquidity cushion to the transaction. Such excess spread will however vary depending on actual portfolio amortisation, prepayment and default level. In addition during the revolving period only part of the receivables purchase price might be deferred in time (Deferred Purchase Price DPP) to provide further credit enhancement to the Class A and Class B notes. Interest rate mismatch: [100% ]of the pool comprises fixed rate loans while the notes are floating rate liabilities. As a result, the issuer is exposed to fixed-floating rate mismatch. Mitigant: To mitigate the base rate mismatch, the Issuer has entered into three swap agreements: The senior swap agreements are entered with Société Générale (Aa2/P-1) and BNP Paribas (Aa2/P-1) under which:» The issuer will pay a fixed swap rate of [.]%.» The swap counterparty will pay 1 month Euribor.» The notional is the lower between the outstanding performing balance of the portfolio and the outstanding balance of the Class A notes.» The swap framework is FBF. The senior swap agreements are not yet fully in line with Moody s criteria. However, we received confirmation by the swap counterparties that their intention is to have the swap framework fully in line with Moody s swap criteria. The junior swap agreement is entered with Banque PSA Finance (Baa1/P-2) under which:» The issuer will pay a swap rate of [.]%.» The swap counterparty will pay 1 month Euribor.» The notional is the outstanding balance of the Class B notes.» There are no replacement triggers and no requirement for junior swap counterparty to post collateral under the junior swap. The risk would be that a portion of the portfolio equivalent to the Class B notes outstanding balance would potentially become un-hedged. However the risk would materialise upon the default of Banque PSA Finance rated Baa1/P-2 currently. In addition, Class B represent a limited portion equivalent at closing to 8.9% of the portfolio and junior swap payments are junior to the Class A notes payments at all times. Cash commingling: All of the scheduled payments under the loans in this pool are collected by the servicer under a direct debit scheme into a specially dedicated accounts opened in the name of the servicer for the sole benefit of the issuer held by Crédit Agricole S.A (Aa1/P-1). The funds are further transferred by no later than the 5 th business day after their credit to the specially dedicated account to the issuer account opened in the name of the issuer held by CA CIB (Aa3/P-1). Mitigant:» Under French Law, the creditors of the servicer cannot have claim against monies deposited on this dedicated account even upon bankruptcy of the servicer.» If CA CIB (Aa3/P-1) is downgraded below P-1 it will transfer the specially dedicated accounts to a P-1 rated entity. Hence, Moody s has not sized for commingling risk in relation to monthly collections paid by direct debit given all the aspects above is in line with the current rating of the notes. On the other hand, prepayments are generally received by cheque or postal order and remitted on the specially dedicated account by no later than 5 business days from their receipt by the servicer. The portion of the prepayments received may be subject to commingling shall the servicer being bankrupt. Mitigant:» Payments not arriving on the specially dedicated account are remitted by no later than 5 business days into the specially dedicated account.» A commingling reserve fund is initially funded at [2.07]% of the initial balance of the Class A and Class B notes and adjusted on a monthly basis to achieve the commingling reserve required amount. The commingling reserve required amount will be equivalent to 6 weeks of prepayments. The commingling reserve required amount is an amount equal to the outstanding balance of the performing receivables (including new purchases for that month)*maximum monthly CPR of the past 12 months*[138]% (6/52*12 to cover 6 weeks of prepayments). Set-off: Obligors do not have deposit accounts with the seller which is not a deposit taking institution. Therefore no set off risk should apply to the transaction. 9 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

257 INTERNATIONAL STRUCTURED FINANCE Originator Profile, Servicer Profile and Operating Risks Date of Operations Review: 22 March 2011 Originator Background: Crédipar Rating: Financial Institution Group Outlook for Sector: Ownership Structure: Asset Size: % of Total Book Securitised: 19.8% as of 31 December 2010 Transaction as % of Total Book: % of Transaction Retained: Class B notes 8.9% NR but 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2) Stable Crédipar is a 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2) itself 100% owned by the group PSA Peugeot-Citroen Originator Assessment Main Strengths (+) and Challenges(-)» First market player (32.66%) on the French auto loan market.» Average quality in terms of underwriting and collection management» (+) borrower income always verified» (+) automatic risk scoring» (+) actively managed its portfolio during the crisis» (-) no publicly available indebtedness data and no positive score can be obtained from the credit bureau Servicer Background: Crédipar Rating: Regulated by: Total Number of Receivables Serviced: Number of Staff:» NR but 99.9% owned subsidiary of Banque PSA Finance (Baa1/P-2)» Bank of France» Not available» Not available Servicer Assessment: Main Strengths and Challenges» (+)100% of loans are payable by direct debit» (+)Servicing operations audited regularly by both Crédipar and Banque PSA Finance» ( +)Extensive experience of management and staff» (+) Use and monitoring of External lawyers Back-up Servicer Background: [None Appointed at Closing] Rating: Ownership Structure: Regulated by: Total Number of Receivables Serviced: Number of Staff: Strength of Back-up Servicer Arrangement: Receivables Administration Method of Payment of Borrowers in the Pool: % of Obligors with Account at Originator: Distribution of Payment Dates: [None appointed] [Not applicable] [Not applicable] [Not applicable] [Not applicable] [Not applicable] 100% direct debit, prepayments made by cheques or postal order 0% Not available 10 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

258 INTERNATIONAL STRUCTURED FINANCE Cash Manager Background: France Titrisation Rating: Main Responsibilities: Calculation Timeline: Not Rated (fully owned by BNP PARIBAS Securities Services which is fully owned by BNP PARIBAS (Aa2/P-1) Preparation of investor report Obligation to make payments according to waterfall Draw on reserve fund Calculations of amounts due to the noteholdersnotification to obligors to change payment instructions Collection period: monthly Calculation date: 5 th preceding day before each IPD IPD:25th day of every month Back-up Cash Manager Background: [None Appointed at Closing] Back-up Cash Manager and Its Rating: Main Responsibilities of Back-up Cash Manager: [Not applicable] [Not applicable] [Other Key Counterparty] Cash manager/delegated role from the management company]: Banque PSA Finance (Baa1/P-2) Manage the available cash standing on the issuer s account according to the management company instructions and investment criteria defined in the documentation Originator/Servicer/Cash Manager Related Triggers Key Servicer Termination Events: Appointment of Back-up Servicer Upon: Key Cash Manager Termination Events: Notification of Obligors of True Sale: Conversion to Daily Sweep (if original sweep is not daily): Notification of Redirection of Payments to SPV s Account: Accumulation of Set Off Reserve: Accumulation of Liquidity Reserve : Set up Liquidity Facility: Insolvency, Payment Default, breach obligations, incorrect representations & warranties Servicer Termination Events Replacement at the request of the Management Company, upon compartment liquidation Servicer replacement Not Applicable Servicer replacement Not Applicable Not Applicable Not Applicable 11 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

259 INTERNATIONAL STRUCTURED FINANCE Collateral Description (securitized portfolio as of 27 May 2011) CHART 3 Portfolio Breakdown by Original Principal Balance( EUR) 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% , , , , , Source: Banque PSA Finance 6, , , , , , , , , , , , , , , , CHART 5 Portfolio Breakdown by Original LTV 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% 22, , , , , , , , , , , , , , , , , , , , CHART 4 Portfolio Breakdown by Outstanding Principal Balance ( EUR) 30.00% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% , , , , , Source: Banque PSA Finance 6, , , , , , , , , , , , CHART 6 Portfolio Breakdown by Original Term to Maturity (Months) 80.00% 70.00% 60.00% 50.00% 40.00% 30.00% 20.00% 10.00% 0.00% , , , , , , , , , , , , , , , , , , , , , , , , Source: Banque PSA Finance Source: Banque PSA Finance CHART 7 CHART 8 Portfolio Breakdown by Remaining Term to Maturity (Months) Portfolio Breakdown by Seasoning (Months) 30.00% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% 30.00% 25.00% 20.00% 15.00% 10.00% 5.00% 0.00% Source: Banque PSA Finance Source: Banque PSA Finance 12 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

260 INTERNATIONAL STRUCTURED FINANCE CHART 9 Portfolio Breakdown by Contractual Interest Rate 25.00% 20.00% 15.00% 10.00% 5.00% CHART 10 Portfolio Breakdown by Region of Residence 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% 0.00% Source: Banque PSA Finance CHART 11 Portfolio Breakdown by Car Brand 60.00% 50.00% 40.00% 30.00% 20.00% 10.00% Source: Banque PSA Finance CHART 12 Portfolio Breakdown by Purpose of Financing 70.00% 60.00% 50.00% 40.00% 30.00% 20.00% 10.00% 0.00% 0.00% PEUGEOT CITROEN OTHERS Vehicle New Vehicle Old Source: Banque PSA Finance CHART 13 Portfolio Breakdown by Amortisation Type % % 80.00% 60.00% 40.00% 20.00% Source: Banque PSA Finance CHART 14 Portfolio Breakdown by Origination Date 1,100,000, ,080,000, ,060,000, ,040,000, ,020,000, ,000,000, ,000, ,000, ,000, % Amortising Loans Balloon Loans 920,000, Source: Banque PSA Finance Source: Banque PSA Finance 13 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

261 INTERNATIONAL STRUCTURED FINANCE Product description: The portfolio consists of standardised loans granted by Crédipar - through its French dealer network - to private individuals in France. Data and information on the portfolio set out in this report are based on the Provisional Portfolio (as described in the prospectus). Similar data and information for the final portfolio has not been provided to Moody s. Portfolio balance (present value) is [1.058]billion, for a total number of [230,189] loans. The portfolio is collateralised by [60.04]% new cars, and [39.96]% used cars, whereby the vast majority of vehicles relate to the Peugeot and Citroen brands. The auto loans are all fixed rate loans amortising with equal monthly installments [91.03%] or with variable monthly installments [3.37]% or with equal monthly installment and a final mandatory balloon payment [5.6]% (new cars only) of the initial portfolio. The weighted average yield of the overall portfolio is around [8.9]%. As is common for French auto loan contracts, the vehicle is registered in the name of the obligor but has been assigned, for security purpose (reserve of title clause and automobile pledge) to the originator (that in turn has assigned the security title registration of the vehicle to the issuer for the purpose of this transaction). Further characteristics are in line with the French auto loan market and can be summarised as follows:» Maximum maturity up to 75 months; generally, the maturity is 36, 48 or 60 months. The maturity of balloon loans is typically shorter; loan extensions are generally not granted.» Loans are either fully amortising loans with equal or variable installments or loans with equal installments and a final balloon payment, which needs to be paid in any case by the obligor at the maturity date; any change of the installment amount is at the demand of the obligor and subject to Credipar s approval.» Prepayments are possible for all loans and during the life of the loan as long as the prepayments represent an amount at least equivalent to 3 monthly installments; a penalty fee may be applied.» No grace period is embedded in the loan product. Eligibility criteria:. The key individual eligibility criteria are as follows:» Denominated and payable in euro.» Will be outstanding for less than [75] months.» Not subject to any right of revocation, set-off or counter-claim of the debtors.» Yielding an effective interest rate of at least [4.0]%.» Delinquent by strictly less than two installments.» Originated under French law.» Not due from a non-insolvent debtor, and no proceedings for the commencement of insolvency proceedings are pending in any jurisdiction.» The debtor is not an employee, officer or an affiliate to the seller.» Payable in monthly loan installments or any period shorter than one month.» The payment of the receivable is made by automatic direct debit.» The outstanding balance of the receivable shall be between [500] and [60,000] Euros.» Balloon loans relate to only new cars.» The loan is not subject to any grace period.» The loan yield a fixed interest.» The loans refers to an amortising or balloon loan contract.» At least [1] installment has been paid under the loan and [2] installments are scheduled after the purchase date. Global key eligibility criteria are as follows:» The weighted average interest rate of the portfolio is not less than [8.25]%.» The maximum used car receivables ratio does not exceed [50]%.» The maximum balloon receivables ratio does not exceed [8]%.» The maximum Debtor concentration does not exceed [0.05]%. Additional information on Borrowers: Top Debtor Concentration [0.0054]% Top 5 Debtors [0.0144]% Top 10 Debtors [0.0230]% Top 20 Debtors [0.0523]%» Not yet terminated.» Fully drawn by the relevant debtor. 14 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT

262 INTERNATIONAL STRUCTURED FINANCE Additional information on Portfolio: Number of Contracts [ ] Number of Borrowers [ ] Contract Amortisation Type [94.40]% amortising / [5.60]% balloon WA Interest Rate [8.88]% Average outstanding balance (EUR) [4596] Weighted Average Remaining [43.31] Maturity in Months Weighted Average Seasoning in [12.88] Months Car Make [48.98]% Peugeot/ Citroen [47.07]%/Others [3.95]% Geographic Diversification [11.31]% Ile de France/ [10.22]% Provence-Alpes-Côte-d'Azur/ [9.65]% Rhône-Alpes Replenishment conditions The key replenishment criteria are as follows: Maximum Used Cars % [50]% Maximum of balloon loans [8]% Maximum debtor concentration [0.05]% Minimum Portfolio Yield [8.25]% Credit Analysis Precedent transactions performance:» The performance of the originator s precedent transactions Auto ABS Compartiment and Auto ABS Compartiment are within and even better than Moody s expectations. CHART 15 Defaults/arrears for ABS Compartiment transaction CHART 16 Defaults/arrears for Auto ABS Compartiment transaction Source: Moody s Investors Service Data quantity and content» Moody s has received data from Q to Q reflecting (gross default/ and net losses). In compiling the data, the same default definition as in the transaction has been applied. According to Crédipar net losses are calculated after the sale of a vehicle and any ancillary recoveries.» The data received covers a full economic cycle.» Moody s was not provided with recovery data.» The historical data provided shows a mean net loss rate for vehicle new (with balloon loans) of [0.58]%, vehicle new (no balloon loans) of [0.77]%, and vehicle used (no balloon loans) [1.94]%. CHART 17 Default vintage data vehicle new (no balloons) 04Q1 04Q2 04Q3 04Q4 05Q1 05Q2 05Q3 05Q4 06Q1 06Q2 06Q3 06Q4 07Q1 07Q2 07Q3 07Q4 08Q1 08Q2 08Q3 08Q4 09Q1 09Q2 09Q3 09Q4 10Q1 10Q2 10Q3 10Q4 3.00% Cumulative default rate 2.00% 1.00% 0.00% Source: Moody s Investors Service Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 Source: Banque PSA Finance 15 JUNE 24, 2011 PRE-SALE REPORT: AUTO ABS FCT COMPARTIMENT