PROSPECTUS

JOINT ARRANGERS AND JOINT LEAD MANAGERS

BNP PARIBAS LONDON BRANCH

NATIXIS

VISA DE L’AUTORITE DES MARCHÉS FINANCIERS

En application des articles L. 412-1 et L. 621-8 du Code monétaire et financier et de son Règlement Général, notamment ses articles 211-1 à 216-1 et 421-17-1 et suivants, l’Autorité des Marchés Financiers a apposé le visa numéro FCT N°13-11en date

du 30 octobre 2013 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. 621-8-1 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. 412-1 and L. 621-8 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 211-1 to 216-1 and 421-17-1 et seq. thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on 30 October 2013 under number FCT N°13-11. 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. 621-8-1 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.

COMPARTIMENT 2013-A

AUTO ABS2 FCT FONDS COMMUN DE TITRISATION A COMPARTIMENTS

(articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235 of the French Monetary and Financial Code)

€ 522,000,000 Class A Asset-Backed Floating Rate No tes due 29 October 2022 (Private Placement / Issue Price: 100 per cent.)

€ 51,500,000 Class B Asset-Backed Floating Rate Not es due 29 October 2022 (Private Placement / Issue Price: 100 per cent.)

France Titrisation Management Company

Banque PSA Finance Custodian

COMPARTIMENT 2013-A (the “Compartment ”) is the first compartment of the French fonds commun de titrisation à compartiments Auto ABS2 FCT (the “FCT”) to be established jointly by France Titrisation (the “Management Company ”) and Banque PSA Finance (the “Custodian ”) on the Closing Date. The FCT is governed by the provisions of articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235 of the French Monetary and Financial Code and by the general regulations entered into on or before the Closing Date 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 a French entity 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. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235of the French Monetary and Financial Code, 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 receivables arising from auto long term lease contracts (the “Auto LTL Contracts ”) entered into by the Seller with certain lessees in respect of cars produced by Automobiles Peugeot or Automobiles Citröen (the “Cars ”) and the receivables arising from the sale of cars to dealers under repurchase undertakings or, as the case may be, to third parties (the “Receivables ”). The Receivables will be exclusively allocated to the Compartment by the Management Company.

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The FCT will issue in respect of the Compartment € 522,000,000 Class A Asset-Backed Floating Rate Notes (the “Class A Notes ”), € 51,500,000 Class B Asset-Backed Floating Rate Notes (the “Class B Notes ”, and together with the Class A Notes, the “Listed Notes ”) and € 161,500,000 Class C Asset-Backed Fixed Rate Notes (the “Class C Notes ”, and together with the Listed Notes, the “Notes ”). This 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.411-1 of the French Monetary and Financial Code and articles 211-1 et seq. of the AMF General Regulations (Règlement general de l’Autorité des Marchés Financiers). The Listed 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 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. 411-2-II of the French Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents). Application has been made to the Autorité des Marchés Financiers in its capacity as competent authority under French law for the Class A Notes and the Class B Notes to be listed on the Paris Stock Exchange (Euronext Paris). The Class C Notes will not be listed and will only be subscribed by Banque PSA Finance. The FCT will also issue 2 asset-backed units in respect of the Compartment (in the denomination of € 150 each) (the “Residual Units ”), which will be subscribed by Crédipar.

The Class A Notes are expected, on issue, to be assigned an AAA (sf) rating by DBRS Ratings Limited (“DBRS”) and an Aaa (sf) rating by Moody’s Investors Service Ltd (“Moody’s ” and, together with DBRS, the “Rating Agencies ”). The Class B Notes are expected, on issue, to be assigned a A (sf) rating by DBRS and a A2 (sf) rating by Moody’s. 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 (see Section “Ratings ”). As of 3 June 2013, “DBRS Ratings Limited” and “Moody’s Investors Service Ltd” are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the “CRA Regulation ”) according to the list published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs).

The Seller has undertaken, for so long as the Listed Notes are outstanding, to retain, on an ongoing basis, a material net economic interest not less than five per cent. (5%) in the securitisation transaction described in this Prospectus as contemplated by Article 122a of the Capital Requirement Directive and implemented by Article 217-1(a) of arrêté dated 20 February 2007 (as amended) relating to capital adequacy requirements of credit institutions and investment companies (relatif aux exigences de fonds propres applicables aux établissements de crédit et aux entreprises d’investissement).

For a discussion of certain significant factors aff ecting investments in the Notes, see Sections “RISK FACTORS – SPECIAL CONSIDERATIONS” and “SUBSCRIPTION AND SALE” on pages 62 and 227 of this Prospectus.

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The Listed Notes will be issued in denominations of € 100,000 each and will at all times be represented in book entry form (dématérialisée), in compliance with article L. 211-4 of the French Monetary and Financial Code. No physical documents of title will be issued in respect of the Notes. The Listed Notes will, upon issue, be registered in the books of Clearstream Banking Luxembourg, Société Anonyme (“Clearstream Banking ”) and Euroclear France, S.A. (“Euroclear ” and, together with Clearstream Banking, the “Clearing Systems ”, as defined by article L. 330-1 of the French Monetary and Financial Code) (see Section “TERMS AND CONDITIONS OF THE NOTES – Form, Denomination and Title”).

The Notes and the Residual Units are backed by the Receivables purchased by the FCT from time to time 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 units issued in respect of any compartment of the FCT will only be repaid from the moneys and proceeds arising from the assets allocated to that 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 by reference to successive Interest Periods. During the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period, each Listed Note bears interest on each 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 1-month EURIBOR and 2-month EURIBOR) plus the Relevant Margin as set out below and each Class C Note bears interest on each Payment Date at an annual interest rate as set out below (see Section “DESCRIPTION OF THE NOTES”, “TERMS AND CONDITIONS OF THE NOTES – Interest”).

Class of Notes Initial Principal Amount Interest Rate

Class A Notes € 522,000,000 1 month EURIBOR (*) + 0.90 per cent. p.a.

Class B Notes € 51,500,000 1 month EURIBOR (*) + 1.60 per cent. p.a.

Class C Notes € 161,500,000 4.00 per cent. p.a.

(*) or, in respect of the first Interest Period, the annual rate resulting from the linear interpolation of 1-month EURIBOR and 2-month EURIBOR. On each Payment Date, payments of interest due in respect of the Class B Notes will be subordinated to payments of interest due in respect of the Class A Notes and payments of interest due in respect of the Class C Notes will be subordinated to payments of interest due in respect of the Class B Notes.

During the Revolving Period, the Notes will not be subject to redemption, except in case of a Partial Early Amortisation with respect to the Listed Notes. During the Amortisation Period, the Notes are subject to mandatory partial redemption on each Payment Date (other than an Interim Payment Date), subject to the amounts collected from the Purchased 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 and provided that if, on any Payment Date during the Amortisation Period, the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Notes and the Class B Notes will be redeemed on a pro rata and pari passu basis and if on any such Payment Date, the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, the Class B Notes will not amortise if any Class A Notes remains outstanding and that the Class C Notes will start to be redeemed only after the Class A Notes and the Class B Notes have been redeemed in full.

During the Accelerated Amortisation Period, the Notes are subject to mandatory partial redemption on each Payment Date on a sequential basis, subject to the amounts collected from the Purchased 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 and provided that the Class B Notes will start to be redeemed only after the Class A Notes have been redeemed in full and that the Class C Notes will start to be redeemed only after the Class A Notes and the Class B Notes have been redeemed in full (see Sections “DESCRIPTION OF THE CLASS A NOTES” 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 earliest to occur of (i) the Payment Date falling in 29 October 2015, (ii) the date on which an Amortisation Event occurs, (iii) the date on which an Accelerated Amortisation Event occurs and (iv) the date on which a Compartment Liquidation Event occurs. Such Additional Receivables will be exclusively allocated to the Compartment by the Management Company (see Section “DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT”).

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This Prospectus constitutes a prospectus within the meaning of article 5 of Directive 2003/71/EC as amended. This Prospectus has been prepared by the Management Company and the Custodian solely for use in connection with the listing of the Listed Notes on the Paris Stock Exchange (Euronext Paris). This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Listed 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 Lead Managers or the Joint Arrangers, that shall permit a public offer of the Listed Notes in any jurisdiction.

Neither the Joint Lead Managers, the Joint Arrangers nor any of their respective affiliates have authorised the whole or any part of this Prospectus 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 Prospectus nor, for the avoidance of doubt any other rating documents expressed to be appended hereto. No Joint Lead Manager or Joint Arranger accepts any liability in relation to the information contained or incorporated by reference in this Prospectus nor, for the avoidance of doubt any other documents referred to herein and expressed to be appended hereto or any other information provided by the Management Company, the Custodian and the Seller in connection with the transactions described in this Prospectus.

In connection with the issue and sale of the Listed Notes, no person has been authorised to give any information or to make any representations other than those contained in this Prospectus 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 Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers named on the front page.

The distribution of this Prospectus and the offering or sale of the Listed Notes in certain jurisdictions may be restricted by law or regulations. Persons coming into possession of this Prospectus are required to enquire regarding, and to comply with, any such restrictions. In accordance with the provisions of article L. 214-170 of the French Monetary and Financial Code, the Listed Notes and the Residual Units issued by the FCT in relation to the Compartment may not be sold by way of brokerage (démarchage), save with qualified investors within the meaning of article L. 411-2 of the French Monetary and Financial Code.

This Prospectus should not 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 Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers to any recipient of this Prospectus, or any other information supplied in connection with the issue of Listed Notes, to subscribe or acquire any such Listed Notes. Each potential investor should conduct an independent investigation of the financial terms and conditions of the Listed Notes, and an assessment of the creditworthiness of the FCT, with respect to the Compartment, the risks associated with the Listed Notes and of the tax, accounting and legal consequences of an investment in the Listed Notes and should consult an independent legal tax or accounting adviser to this effect.

THE LIABILITIES IN CONNECTION WITH LISTED NOTES ARE EXCLUSIVELY BORNE BY THE FCT AND ARE LIMITED TO THE COMPARTMENT. NEITHER THE LISTED 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 INTEREST RATE SWAP COUNTERPARTIES, THE SPECIALLY DEDICATED ACCOUNT BANK, THE DATA PROTECTION AGENT, 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 AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THE SPECIALLY DEDICATED ACCOUNT BANK, THE DATA PROTECTION AGENT, THE JOINT ARRANGERS OR THE JOINT LEAD MANAGERS WILL BE LIABLE, OR PROVIDE ANY GUARANTEES FOR, THE LISTED NOTES ISSUED BY THE FCT IN

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RESPECT OF THE COMPARTMENT. ONLY THE MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF LISTED NOTES AGAINST THIRD PARTIES.

IN THE EVENT OF ANY WITHHOLDING TAX OR DEDUCTION IN RESPECT OF THE NOTES, PAYMENTS OF PRINCIPAL AND INTEREST IN RESPECT OF THE NOTES WILL BE MADE NET OF SUCH WITHHOLDING OR DEDUCTION. NEITHER THE FCT, THE COMPARTMENT NOR THE PAYING AGENT WILL BE LIABLE TO PAY ANY ADDITIONAL AMOUNTS OUTSTANDING (SEE "RISK FACTORS - SPECIAL CONSIDERATIONS RELATING TO THE NOTES - 4. TAX AND OTHER CONSIDERATIONS - WITHHOLDING TAX").

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 OFFERING OF THE NOTES – United States of America”).

No guarantee can be given to any potential investor with respect to the private placement of the Listed Notes, as to the creation or development of a secondary market for the Listed 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 founders of the FCT and the Compartment, assumes responsibility for the information contained in this Prospectus, as set out in Section “ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS”.

Each of the Seller and Banque PSA Finance accepts responsibility for the information contained in Sections “SUMMARY OF THE TRANSACTION - RETENTION AND DISCLOSURE REQUIREMENTS UNDER THE CAPITAL REQUIREMENTS DIRECTIVE”, “DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEIVABLES”, “STATISTICAL INFORMATION RELATING TO THE PROVISIONAL PORTFOLIO OF RECEIVABLES”, “HISTORICAL PERFORMANCE DATA”, “UNDERWRITING AND MANAGEMENT PROCEDURES” and “DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER ” of this Prospectus (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 S.A. only accepts responsibility for that information set out in Section “DESCRIPTION OF BNP PARIBAS S.A. AS INTEREST RATE SWAP COUNTERPARTY” of this Prospectus (the ‘‘BNP Paribas Information ’’). To the best of the knowledge and belief of BNP Paribas S.A. (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 S.A. accepts no responsibility for any other information contained in this Prospectus and has not separately verified any such other information.

Natixis only accepts responsibility for that information set out in Section “DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTERPARTY” of this Prospectus (the ‘‘Natixis Information ’’). To the best of the knowledge and belief of Natixis (having taken all reasonable care to ensure that such is the case), the Natixis Information is in accordance with the facts and does not omit anything likely to affect the import of the Natixis Information. Natixis accepts no responsibility for any other information contained in this Prospectus and has not separately verified any such other information.

Neither the delivery of this Prospectus, nor the offering of the Listed Notes shall, under any circumstances, constitute or create any representation or imply that the information (whether financial or otherwise) contained in this Prospectus regarding the FCT, the Compartment, the Seller, the Data Protection Agent, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties the Joint Arrangers, the Joint Lead Managers or any other entity involved in the distribution of the Notes, shall remain valid at any time subsequent to the date of this Prospectus. While the information set out in this Prospectus comprises a description of certain provisions of the Transaction

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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.

In this Prospectus, 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.

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PROCEDURE OF ISSUE AND PLACEMENT OF THE LISTED NOTE S SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION

This Prospectus relates to the placement procedure for Listed Notes issued by a French fonds commun de titrisation à compartiments as governed by the provisions of the AMF General Regulations (Règlement general de l’Autorité des Marchés Financiers).

The purpose of this Prospectus 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

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 both may be amended from time to time by any amendments to any of the General Regulations and the Compartment Regulations 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 Notes and of the identity of the parties participating to the management of the FCT and the Compartment.

This Prospectus 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 the Master Definitions Agreement, may request a copy from the Management Company with effect from the date of distribution of this Prospectus.

Defined Terms

For the purposes of this Prospectus, capitalised terms will have the meaning assigned to them in Appendix I of this Prospectus.

Information

A hard copy of this Prospectus shall be made available free of charge during normal business hours at the registered office of each of the Custodian, the Management Company and the Paying Agent and an electronic version of the Prospectus shall be sent by email by the Management Company upon request by any person. In addition, the Management Company shall publish the Prospectus on its website.

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TABLE OF CONTENTS

SECTIONS PAGE

PROCEDURE OF ISSUE AND PLACEMENT OF THE LISTED NOTE S SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION.......................... ..............................................................................................7

ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTU S............................................................. 15

STATUTORY AUDITOR OF THE COMPARTMENT............... ........................................................................... 16

STRUCTURE DIAGRAM OF THE TRANSACTION............................................................................................ 19

OVERVIEW OF THE TRANSACTION ................................................................................................................. 20

GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTME NT...................................................... 44 Legal Framework ................................................................................................................................................... 44 General Regulations ............................................................................................................................................... 44 Funding and Hedging Strategy of the FCT............................................................................................................... 45 Compartment Principles ......................................................................................................................................... 45 The Compartment “COMPARTIMENT 2013-A” .................................................................................................... 46 Funding and Hedging Strategy of the Compartment................................................................................................. 47 Litigation ............................................................................................................................................................... 47 Financial statements ............................................................................................................................................... 47

DESCRIPTION OF THE RELEVANT ENTITIES............... .................................................................................. 49 The Management Company .................................................................................................................................... 49 The Custodian........................................................................................................................................................ 53 The Seller............................................................................................................................................................... 54 The Servicer........................................................................................................................................................... 55 The Pledgor............................................................................................................................................................ 56 The Specially Dedicated Account Bank................................................................................................................... 56 The Compartment Account Bank ............................................................................................................................ 57 The Compartment Cash Manager............................................................................................................................ 58 The Paying Agent................................................................................................................................................... 58 The Data Protection Agent...................................................................................................................................... 59 The Interest Rate Swap Counterparties....................................................................................................................59 The Joint Lead Managers........................................................................................................................................ 60 The Statutory Auditor............................................................................................................................................. 60 The Rating Agencies .............................................................................................................................................. 60 The Legal Advisers ................................................................................................................................................ 60

RISK FACTORS - SPECIAL CONSIDERATIONS................................................................................................ 62 1. Risks relating to the assets and the Transaction Documents ............................................................................. 62

Limited Recourse to the Assets Allocated to the Compartment.............................................................................. 62 Historical and Other Information........................................................................................................................ 62 Geographical Concentration .............................................................................................................................. 62 Forecasts and Estimates..................................................................................................................................... 62 Obligors’ Ability to Pay...................................................................................................................................... 63 No notification of the Assignment to the Obligors ................................................................................................ 63 Market value of the Purchased Receivables......................................................................................................... 64 Sale of the Cars.................................................................................................................................................. 64 Credit Risk of the Parties to the Transaction Documents ..................................................................................... 65 Servicer Substitution Risk ................................................................................................................................... 65 No independent investigation - Representations and Warranties .......................................................................... 65 Certain Conflicts of Interest................................................................................................................................ 66 Authorised Investments....................................................................................................................................... 68 French Rules Regarding Personal Data.............................................................................................................. 68 Ability to obtain the Decryption Key ................................................................................................................... 68 Individual Insurance Contract ............................................................................................................................69

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2. Risks relating to the French Law aspects......................................................................................................... 69 Selected French law aspects ............................................................................................................................... 69 Selected French insolvency law aspects .............................................................................................................. 70 Change of Law................................................................................................................................................... 74

3. Risks relating to the Notes..............................................................................................................................74 General.............................................................................................................................................................. 74 Credit Enhancement Provides Only Limited Protection Against Losses................................................................ 75 Greater Risk for the Class B Notes and Class C Notes......................................................................................... 75 Other Account only for Specific Purposes ........................................................................................................... 75 Yields to Maturity and Weighted Average Life of the Listed Notes........................................................................ 76 Interest Rate Risk ............................................................................................................................................... 76 Early Liquidation of the Issuer............................................................................................................................ 77 Interest Shortfall ................................................................................................................................................ 77 No Liquidity on the Secondary Market – Transfer Restrictions............................................................................. 77 Rating of the Listed Notes................................................................................................................................... 77

4. Tax and other considerations .......................................................................................................................... 78 Withholding Tax................................................................................................................................................. 78 Withholding pursuant to the U.S. Foreign Account Tax Compliance Act............................................................... 79 European Market Infrastructure Regulation........................................................................................................ 79 EU Directive on the taxation of savings income................................................................................................... 80 Retention and disclosure requirements................................................................................................................ 80 Eurosystem Eligibility ........................................................................................................................................ 82 Transparency Directive...................................................................................................................................... 83 Banking resolution ............................................................................................................................................. 83 Liability under the Notes – Direct Exercise of Rights........................................................................................... 84 Financial Transaction Tax.................................................................................................................................. 85

OPERATION OF THE COMPARTMENT, REMUNERATION AND AMOR TISATION OF THE NOTES DEPENDING ON THE PERIODS........................................................................................................................... 86

General .................................................................................................................................................................. 86 Periods of the Compartment.................................................................................................................................... 86

Revolving Period................................................................................................................................................ 86 Partial Early Amortisation ................................................................................................................................. 90 Amortisation Period ........................................................................................................................................... 90 Accelerated Amortisation Period ........................................................................................................................ 93

Calculations of Available Collections...................................................................................................................... 94 Allocation of Available Collections in respect of each Collection Period .................................................................. 95

Allocation to the Principal Account..................................................................................................................... 95 Allocation to the Interest Account .......................................................................................................................95 Accelerated Amortisation Period ........................................................................................................................ 95

Instructions of the Management Company............................................................................................................... 95 Compartment Accounts .......................................................................................................................................... 95 Interim Payment Date............................................................................................................................................. 96 Information ............................................................................................................................................................ 96 Calculations and Determinations – Duties of the Management Company.................................................................. 96 Distributions .......................................................................................................................................................... 96 Priorities of Payments during the Revolving Period and the Amortisation Period...................................................... 97

Interest Priority of Payments .............................................................................................................................. 97 Principal Priority of Payments............................................................................................................................ 98

Priority of Payments during the Accelerated Amortisation Period ............................................................................ 98

DESCRIPTION OF THE NOTES AND THE RESIDUAL UNITS.... ................................................................... 101 General ................................................................................................................................................................ 101

Transferable Securities and Financial Instruments ............................................................................................ 101 Book-Entry Securities and Registration............................................................................................................. 101 Transfer........................................................................................................................................................... 101 Regulatory Capital Treatment of the Listed Notes.............................................................................................. 101 Issue and Listing .............................................................................................................................................. 102

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Placement and subscription.............................................................................................................................. 102 Paying Agency Agreement ................................................................................................................................ 103 Rating.............................................................................................................................................................. 103

WEIGHTED AVERAGE LIFE OF THE LISTED NOTES.......... ........................................................................ 104 General ................................................................................................................................................................ 104 Weighted Average Life of the Listed Notes........................................................................................................... 104

DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTM ENT................................................. 106 General Characteristics of the Assets Allocated to the Compartment ...................................................................... 106

General Description of the Assets Allocated to the Compartment....................................................................... 106 Allocation of the cash flows generated by the Assets Allocated to the Compartment............................................ 106

DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEI VABLES.............................................107 Transfer of Receivables to the FCT.......................................................................................................................107 Eligibility Criteria ................................................................................................................................................ 107

Contracts Eligibility Criteria............................................................................................................................ 108 Receivables Eligibility Criteria.........................................................................................................................111 Undertakings with respect to the Receivables - Global Portfolio Limits.............................................................. 111 Ancillary Rights ............................................................................................................................................... 112

STATISTICAL INFORMATION RELATING TO THE PROVISIONAL PORTFOLIO OF RECEIVABLES. 114 General Financial Characteristics .......................................................................................................................... 114 Information relating to the provisional portfolio of Receivables ............................................................................. 114

HISTORICAL PERFORMANCE DATA.............................................................................................................. 122

DESCRIPTION OF THE MASTER PURCHASE AGREEMENT....... ................................................................ 126 Introduction.......................................................................................................................................................... 126 Assignment of the Receivables.............................................................................................................................. 126

Assignment of Initial Receivables on the First Purchase Date............................................................................ 126 Transfer of Additional Receivables on the Subsequent Purchase Dates .............................................................. 126

Repurchase Option ............................................................................................................................................... 126 Representations and Warranties of the Seller ......................................................................................................... 127

Representations and warranties relating to the Seller ........................................................................................ 127 Representations and Warranties relating to the conformity of the Series of Receivables...................................... 128

Covenants of the Seller......................................................................................................................................... 128 Sale of the Cars................................................................................................................................................ 128 Other covenants ............................................................................................................................................... 130

Purchase Price of the Receivables ......................................................................................................................... 134 Failure to conform and remedies ........................................................................................................................... 134

General............................................................................................................................................................ 134 Remedies in case of non-conformity .................................................................................................................. 134 Limits of the remedies in case of non-conformity ............................................................................................... 135

General Reserve ................................................................................................................................................... 136 Benefit of the Master Purchase Agreement ............................................................................................................ 137 Seller Performance Undertakings and Performance Reserve................................................................................... 138 Assignment of Purchased Receivables which are due or accelerated....................................................................... 140 Termination of the Master Purchase Agreement..................................................................................................... 140 Governing Law .................................................................................................................................................... 140

DESCRIPTION OF THE MASTER SERVICING AGREEMENT ...... ................................................................ 141 Appointment of the Servicer ................................................................................................................................. 141 Duties of the Servicer ........................................................................................................................................... 141

Servicing Procedures ....................................................................................................................................... 141 Collection of the Purchased Receivables........................................................................................................... 141 Custody of the Documents ................................................................................................................................ 142 Information...................................................................................................................................................... 143 Sub-contracts ................................................................................................................................................... 143

Servicing Fees...................................................................................................................................................... 143

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Representation and warranties of the Servicer........................................................................................................ 143 Covenants of the Servicer ..................................................................................................................................... 144

Individual Insurer ............................................................................................................................................ 144 Other covenants ............................................................................................................................................... 144

Renegotiations...................................................................................................................................................... 147 Contentious Renegotiations .............................................................................................................................. 147 Commercial Renegotiations.............................................................................................................................. 147

Commingling Reserve .......................................................................................................................................... 148 Servicer Termination Events................................................................................................................................. 149 Termination of the Master Servicing Agreement.................................................................................................... 150 Governing Law .................................................................................................................................................... 151

DESCRIPTION OF THE CARS PLEDGE AGREEMENT ( CONVENTION DE GAGE DE MEUBLES CORPORELS SANS DEPOSSESSION).................................................................................................................. 152

Undertaking to grant a pledge without dispossession (gage de meubles corporels sans dépossession) ...................... 152 Perfection of the Cars Pledge ................................................................................................................................ 152 Enforcement of the Cars Pledge ............................................................................................................................ 152 Release ................................................................................................................................................................ 153 Governing Law and Jurisdiction............................................................................................................................ 153

DESCRIPTION OF THE DATA PROTECTION AGREEMENT....... ................................................................. 154 Appointment of the Data Protection Agent ............................................................................................................ 154 Encrypted Data..................................................................................................................................................... 154 Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data Protection Agent ...... 154 Delivery of the Decryption Key by the Data Protection Agent................................................................................ 155 Termination of the Data Protection Agreement...................................................................................................... 155 General ................................................................................................................................................................ 156 Governing Law .................................................................................................................................................... 156

SPECIALLY DEDICATED BANK ACCOUNT................... ................................................................................. 157 Specially Dedicated Account Bank Agreement...................................................................................................... 157 Operation until notification by the Management Company..................................................................................... 157

Credit .............................................................................................................................................................. 157 Debit................................................................................................................................................................ 157

Change of Specially Dedicated Account Bank....................................................................................................... 159 Governing Law .................................................................................................................................................... 159

UNDERWRITING AND MANAGEMENT PROCEDURES ............. ................................................................... 160 General Information ............................................................................................................................................. 160

Organisation.................................................................................................................................................... 160 Description of Credipar's regional network....................................................................................................... 160

Underwriting and validation of the lease applications ............................................................................................ 161 Underwriting procedures..................................................................................................................................161

Risk assessment.................................................................................................................................................... 161 Credit scoring.................................................................................................................................................. 161 Behavioural scoring ......................................................................................................................................... 162 Assessment of the financial solvency of the Lessees............................................................................................ 162 External databases........................................................................................................................................... 162 Levels of decision making................................................................................................................................. 163 Validation of applications................................................................................................................................. 163

Management of performing leases and collection procedures ................................................................................. 163 Late payments and litigation.............................................................................................................................163 Sale of the vehicles........................................................................................................................................... 164

DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER..................................................... 165 Banque PSA Finance in France.............................................................................................................................166 Crédipar............................................................................................................................................................... 166 Key Figures of the Seller ...................................................................................................................................... 167 French State’s guarantee for Banque PSA Finance................................................................................................. 167

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Retention and disclosure requirements under the Capital Requirements Directive ................................................... 168

USE OF PROCEEDS ............................................................................................................................................. 169

TERMS AND CONDITIONS OF THE NOTES.................................................................................................... 170 1. Form, Denomination and Title...................................................................................................................... 170 2. Status and Relationship between the Notes.................................................................................................... 171

(a) Status .................................................................................................................................................. 171 (b) Relationship between the Class A Notes, the Class B Notes, the Class C Notes and the Residual Units ...171 (c) Priorities of Payments.......................................................................................................................... 172

3. Interest ........................................................................................................................................................ 175 (a) General ............................................................................................................................................... 175 (b) Payment Dates and Interest Periods..................................................................................................... 175 (c) Rate of Interest on the Notes................................................................................................................. 176 (d) Determination of rate of Interest and calculation of the interest amount ................................................ 177 (e) Interest Rate Swap Agreements ............................................................................................................ 177

4. Redemption ................................................................................................................................................. 178 (a) Revolving Period ................................................................................................................................. 178 (b) Partial Early Amortisation................................................................................................................... 178 (c) Amortisation Period............................................................................................................................. 178 (d) Accelerated Amortisation Period.......................................................................................................... 179

5. Payments ..................................................................................................................................................... 181 (a) Method of Payment .............................................................................................................................. 181 (b) Initial Paying Agent............................................................................................................................. 182 (c) Payments made on Business Days ........................................................................................................ 182

6. Prescription.................................................................................................................................................. 182 7. Representation of the Noteholders ................................................................................................................ 183

(a) The Masse ........................................................................................................................................... 183 (b) Status of each Masse............................................................................................................................ 183 (c) Noteholder Representative ................................................................................................................... 183 (d) Noteholders' Meetings.......................................................................................................................... 185

8. Notice to Noteholders................................................................................................................................... 186 9. Non Petition, Limited Recourse and Assets Allocated to the Compartment .................................................... 186

(a) Non Petition ........................................................................................................................................ 186 (b) Limited Recourse and Assets Allocated to the Compartment.................................................................. 186

10. Further Issues .......................................................................................................................................... 187 11. Governing Law and Submission to Jurisdiction......................................................................................... 187

(a) Governing Law.................................................................................................................................... 187 (b) Submission to Jurisdiction.................................................................................................................... 187

FRENCH TAXATION REGIME........................................................................................................................... 189 EU Directive on the Taxation of Savings Income............................................................................................... 190

DESCRIPTION OF THE COMPARTMENT ACCOUNTS............ ...................................................................... 191 Compartment Account Bank Agreement ............................................................................................................... 191

The Compartment Accounts.............................................................................................................................. 191 Opening of Collateral Accounts ........................................................................................................................ 195 Release of the General Reserve......................................................................................................................... 195 Release of the Commingling Reserve................................................................................................................. 196 Release of the Performance Reserve ................................................................................................................. 196 Allocation of the Compartment Accounts........................................................................................................... 196 Downgrading of the Rating and Resignation of the Compartment Account Bank................................................. 196 Governing Law ................................................................................................................................................ 197

Credit and debit of the Compartment Accounts...................................................................................................... 197

NO RECOURSE OR LIMITED RECOURSE AGAINST THE FCT.... ................................................................ 198

CREDIT STRUCTURE.......................................................................................................................................... 199 Excess Spread and Hedging Mechanisms .............................................................................................................. 199

Representations and warranties related to the Purchased Receivables ............................................................... 199

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Excess Spread .................................................................................................................................................. 199 Interest Rate Swap Agreements......................................................................................................................... 199

Subordination....................................................................................................................................................... 206 General Reserve ................................................................................................................................................... 207

General Reserve Cash Deposit.......................................................................................................................... 207 Purpose of the General Reserve Cash Deposit and the General Reserve............................................................. 207 Investment of the General Reserve Cash Deposit............................................................................................... 207 General Reserve Required Amount ................................................................................................................... 207 Reimbursement of the General Reserve Cash Deposit........................................................................................ 208

Credit Enhancement ............................................................................................................................................. 208 Class A Notes................................................................................................................................................... 208 Class B Notes................................................................................................................................................... 208

Global Level of Credit Enhancement..................................................................................................................... 208

DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP COUNTERPARTY..................................... 209

DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTE RPARTY.............................................. 210

COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES ... ..................................................... 211 Introduction.......................................................................................................................................................... 211 Authorised Investments ........................................................................................................................................ 211 Investment rules ................................................................................................................................................... 212 Compartment Cash Management Agreement......................................................................................................... 212 Termination of the Compartment Cash Management Agreement............................................................................ 213 Resignation of the Compartment Cash Manager .................................................................................................... 213 Governing law...................................................................................................................................................... 213

LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES ..................................................................................................................................................... 214

Introduction.......................................................................................................................................................... 214 Liquidation........................................................................................................................................................... 214 Clean-up Offer ..................................................................................................................................................... 214 Repurchase of the Purchased Receivables.............................................................................................................. 214 Liquidation Procedure of the Compartment ........................................................................................................... 215

MODIFICATIONS TO THE TRANSACTION................... .................................................................................. 217

GOVERNING LAW – SUBMISSION TO JURISDICTION......... ........................................................................ 218 Jurisdiction........................................................................................................................................................... 218 Governing Law .................................................................................................................................................... 218

GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPART MENT.......................................... 219 Purchased Receivables and income ....................................................................................................................... 219 Issued Notes and income ...................................................................................................................................... 219 Expenses, fees and income related to the operation of the Compartment................................................................. 219 Interest Rate Swap Agreements............................................................................................................................. 220 Amount standing to the credit of the General Reserve Account .............................................................................. 220 Amount standing to the credit of the Commingling Reserve Account ..................................................................... 220 Amount standing to the credit of the Performance Reserve Account ....................................................................... 220 Compartment Cash............................................................................................................................................... 220 Income................................................................................................................................................................. 220 Liquidation Surplus .............................................................................................................................................. 220 Duration of the accounting periods........................................................................................................................ 220 Accounting information in relation to the FCT ...................................................................................................... 220 Accounting information of the Compartment......................................................................................................... 221

THIRD PARTY EXPENSES.................................................................................................................................. 222 Management Company......................................................................................................................................... 222 Custodian............................................................................................................................................................. 222 Servicer................................................................................................................................................................ 222 Compartment Account Bank.................................................................................................................................223

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Compartment Cash Manager.................................................................................................................................223 Paying Agent........................................................................................................................................................ 223 Data Protection Agent........................................................................................................................................... 223 Interest Rate Swap Counterparties......................................................................................................................... 224 Rating Agencies ................................................................................................................................................... 224 General Expenses................................................................................................................................................. 224

INFORMATION RELATING TO THE COMPARTMENT............ ..................................................................... 225 Annual Information .............................................................................................................................................. 225 Half-yearly Information........................................................................................................................................ 226 Additional Information ......................................................................................................................................... 226

SUBSCRIPTION AND SALE ................................................................................................................................ 227 Subscription of the Notes...................................................................................................................................... 227 Transfer Restrictions ............................................................................................................................................ 227

Belgium ........................................................................................................................................................... 227 France............................................................................................................................................................. 227 Ireland............................................................................................................................................................. 228 Italy................................................................................................................................................................. 228 Japan............................................................................................................................................................... 228 Jersey .............................................................................................................................................................. 229 Luxembourg..................................................................................................................................................... 229 Netherlands...................................................................................................................................................... 229 United Kingdom............................................................................................................................................... 229 United States of America .................................................................................................................................. 230 General............................................................................................................................................................ 230

GENERAL INFORMATION................................................................................................................................. 231

INDEX OF APPENDICES..................................................................................................................................... 232

APPENDIX I – GLOSSARY OF DEFINED TERMS............................................................................................ 233

APPENDIX II - NOTES DESCRIPTION TABLE .............. .................................................................................. 264

APPENDIX III - RATINGS ...................................................................................................................................265

APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY DBRS................................................... 266

APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY’S............................................267

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STATUTORY AUDITOR OF THE COMPARTMENT

MAZARS Statutory Auditor

(represented by Jean-Luc Mendiela and Pierre Masiéri) 61 rue Henri Regnault

92075 Paris La Défense Cedex France

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COMMISSAIRE AUX COMPTES DU COMPARTIMENT

MAZARS Commissaire aux comptes

(represented by Jean-Luc Mendiela and Pierre Masiéri) 61 rue Henri Regnault

92075 Paris La Défense Cedex France

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STRUCTURE DIAGRAM OF THE TRANSACTION

FCT AUTO ABS2 2013-A

Long term lease

contracts €735m

Class A Notes

€522m

Class C Notes

€161,5m

Class B Notes

€51,5m

Initial Subscriber

Banque PSA

Finance

Interest

& Principal

Interest

& Principal

Paying Agent

(BP2S)

Management

Company

(France Titrisation)

Compartment Account

Bank (BP2S)

Custodian

(Banque PSA Finance)

Data Protection

Agent (BP2S)

Seller & Servicer

(Crédipar)

Sale

of receivables

Pledge over

the cars

Interest Rate Swap

Counterparties (Class

A & B Notes)

Specially

Dedicated

Account

(CASA)

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OVERVIEW OF THE TRANSACTION

The attention of potential investors in Listed 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 detailed information provided in this Prospectus. In addition, as the nominal amount of the Listed Notes will be at least equal to EUR 100,000, the following section is not, and is not to be regarded as, a “résumé” in the sense of article 212-8 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 Prospectus.

FCT Auto ABS2 FCT, is a French fonds commun de titrisation à compartiments jointly established on the Closing Date by the Management Company and the Custodian.

The FCT is governed by the provisions of articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235of the French Monetary and Financial Code and by its General Regulations.

In accordance with article L. 214-180 of the French 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 French Civil Code relating to the rules of co-ownership (indivision) nor to the provisions of articles 1871 to 1873 of the French Civil Code relating to partnerships (sociétés en participation).

Compartment COMPARTIMENT 2013-A is the first compartment of the FCT. The Compartment is governed by the provisions of articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235of the French 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.

Management Company France Titrisation, a French société par actions simplifiée with a share capital of € 240,160, whose registered office is located at 41, Avenue de l’Opéra, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed by the AMF (Autorité des Marchés Financiers) as management company of French securitisation vehicles (organismes de titrisation).

References in this Prospectus 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.

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Custodian Banque PSA Finance, a French société anonyme with a share capital of € 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution) in its capacity as 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.

Seller Compagnie Générale de Crédit aux Particuliers or Crédipar, a French société anonyme with a share capital of € 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a 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 et de Résolution). 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 Listed Notes or that such substitution limits such downgrading or avoids such withdrawal.

Servicer Crédipar, a French société anonyme with a share capital of € 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a 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 et de Résolution). Crédipar is 99.99% owned by Banque PSA Finance. In accordance with the provisions of article L. 214-172 of the French Monetary and Financial Code, the Management Company, with the prior approval of the Custodian, has 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 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

PAR3757440 22

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 Listed Notes or that such substitution limits such downgrading or avoids such withdrawal.

Specially Dedicated Account Bank

Crédit Agricole SA, a French société anonyme with a share capital of € 7,494,061,611, whose registered office is located at 91, Boulevard Pasteur, 75015 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416, 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 et de Résolution).

Pursuant to the Specially Dedicated Account Bank Agreement, if the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Servicer will either (i) appoint, with the prior approval of the Management Company (such approval not to be unreasonably withheld or delayed), a new specially dedicated account bank within thirty (30) Business Days with the Account Bank Required Ratings, provided that the conditions precedent set out in are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated bank account has been opened with a new specially dedicated account bank) or (ii) be required to increase within thirty (30) Business Days after the downgrade of the ratings of the Specially Dedicated Account Bank below the Account Bank Required Ratings, the Commingling Reserve up to the applicable Commingling Reserve Augmented Required Amount,

where “Account Bank Required Ratings” means, in respect of any entity, (i) a DBRS Long-Term Rating at least as high as A or a Deemed Rating between 1 and 6 and (ii) the P-1 (short-term) rating assigned by Moody’s to the unsecured, unsubordinated and unguaranteed debt obligations of such relevant entity or the minimum rating level as per the most recently published Rating Agency criteria or any other rating level that does not adversely affect the then current ratings of the highest rated Listed Notes. If, at any time, any entity does not have a DBRS Long-term rating and the Deemed Rating of such entity cannot be determined, then such entity will be deemed not to have at least the Account Bank Required Ratings. .

Moreover, either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior written 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 bank account has been opened with an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account bank with the Account Bank Required Ratings).

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Pledgor Compagnie Générale de Crédit aux Particuliers or Crédipar, a French société anonyme with a share capital of € 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a 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 et de Résolution). Crédipar is 99.99% owned by Banque PSA Finance.

Pursuant to the Cars Pledge 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 Cars Pledge 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 Listed Notes or that such substitution limits such downgrading or avoids such withdrawal.

Compartment Account Bank

BNP Paribas Securities Services, a French société en commandite par actions, whose registered office is located at 3, rue d’Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France).

Pursuant to the Compartment Account Bank Agreement:

(a) the Management Company (i) may on giving a 30-day prior written notice (including, without limitation, in case of a breach by the Compartment Account Bank of its representations, warranties and undertakings pursuant to the Compartment Account Bank Agreement) or (ii) shall within fifteen (15) Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings (as defined above), terminate the appointment of the Compartment Account Bank; and

(b) the Compartment Account Bank may resign on giving a 30-day 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 effectively appointed).

PAR3757440 24

Compartment Cash Manager

Banque PSA Finance, a French société anonyme with a share capital of € 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution).

Pursuant to the Compartment Cash Management Agreement, at any time during the lifetime of the Compartment:

(a) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Compartment Cash Manager; and

(b) the Compartment Cash Manager may resign on giving a 30-day 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 cash manager has been effectively appointed).

Paying Agent BNP Paribas Securities Services, a French société en commandite par actions, whose registered office is located at 3, rue d’Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France).

Pursuant to the Paying Agency Agreement, at any time during the lifetime of the Compartment:

(a) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Paying Agent; and

(b) the Paying Agent may resign on giving a 30-day 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 effectively appointed).

Interest Rate Swap Counterparties

Each of:

(a) BNP Paribas S.A., a French société anonyme, whose registered office is located at 16 boulevard des Italiens, 75009 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 662 042 449; and

(b) Natixis, a French société anonyme acting through its London branch located at Cannon Bridge House, 25 Dowgate Hill, London EC4R 2YA, United Kingdom.

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Each of the Interest Rate Swap Counterparties will enter into on or before the Closing Date an Interest Rate Swap Agreement with the FCT, 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).

Joint Arrangers Each of:

(a) BNP Paribas S.A., a French société anonyme, whose registered office is located at 16 boulevard des Italiens, 75009 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 662 042 449, acting through its London branch at 10 Harewood Avenue, London NW1 6AA, United Kingdom; and

(b) Natixis, a French société anonyme whose registered office is located at 30, avenue Pierre Mendès-France, 75013 Paris, France.

Joint Lead Managers Each of:

(a) BNP Paribas S.A., a French société anonyme, whose registered office is located at 16 boulevard des Italiens, 75009 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 662 042 449, acting through its London branch at 10 Harewood Avenue, London NW1 6AA, United Kingdom;

(b) Natixis, a French société anonyme whose registered office is located at 30, avenue Pierre Mendès-France, 75013 Paris, France.

Data Protection Agent BNP Paribas Securities Services, a French société en commandite par actions with a share capital of € 165,279,835, whose registered office is located at 3, rue d’Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France), in its capacity as data protection agent under the terms of the Data Protection Agreement.

Pursuant to the Data Protection Agreement, at any time during the lifetime of the Compartment:

(a) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Data Protection Agent; and

(b) the Data Protection Agent may resign on giving a 30-day prior written notice to the Management Company (with copy to the Custodian, the Seller and the Servicer),

provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new data protection agent has been

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effectively appointed).

Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the Compartment) 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 substitute servicer or any third party appointed by it 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 Residual 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) to) (i) notify the Obligors of the assignment of the relevant Purchased Receivables to the Compartment and (ii) instruct the Obligors to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification.

Assets Allocated to the Compartment

Pursuant to the Compartment Regulations, the Assets Allocated to the Compartment by the Management Company comprise:

(a) all Purchased Receivables that the Compartment may have purchased from time to time under the terms of the Master Purchase Agreement;

(b) any Ancillary Rights attached to the Purchased Receivables;

(c) the Compartment Cash;

(d) 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;

(e) any Authorised Investments and income relating to any Authorised Investments; and

(f) any other rights transferred or attributed to the Compartment under the terms of the Transaction Documents.

Available Collections means in respect of any Collection Period and on any Settlement Date an amount equal to the aggregate of:

(a) all cash collections collected by the Servicer during such Collection Period under the Purchased Receivables (to the exclusion, for the avoidance of doubt, of any amount related to VAT, any insurance premium or services fees related thereto), (including (aa) all Recoveries, (bb) all amounts paid by the Seller, in connection with any non-compliant Purchased Receivables and the termination of the assignment of the corresponding Series of Purchased Receivable or in connection with the repurchase of any Series of Receivables pursuant to the Master Purchase Agreement, (cc) any amounts paid to Crédipar by the Collective Insurers under the Collective Insurance Contracts and (dd) in respect of any Performing Series of Receivables, the proceeds of the sale by the Seller to

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a PSA Car Dealer or to any third party of the relevant Car );

(b) any amount debited by the Management Company from the Commingling Reserve on that Settlement Date in the event of a breach by the Servicer during that Collection Period of a Commingling Reserve Secured Obligation (it being understood that the Commingling Reserve shall not form part of Available Collections in any other circumstances); and

(c) any amount debited by the Management Company from the Performance Reserve on that Settlement Date in the event of a failure by the Seller to pay any due and payable Compensation Payment Obligation during that Collection Period (it being understood that the Performance Reserve shall not form part of Available Collections in any other circumstances),

plus or minus, as the case may be any Collections Adjustments.

Compartment Accounts All payments received or to be received by the Compartment shall be credited to the Compartment Accounts opened with the Compartment Account Bank in accordance with the terms of the Compartment Account Bank Agreement. The Compartment Accounts comprise:

(a) the General Collection Account;

(b) the Principal Account;

(c) the Interest Account;

(d) the General Reserve Account;

(e) the Commingling Reserve Account;

(f) the Performance Reserve Account; and

(g) the Collateral Accounts.

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 and subject to the provisions of the Reserve Cash Deposits Agreement.

In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code and with the provisions of the Reserve Cash Deposits Agreement, as security for the full and timely payment 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.

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Under the performance guarantee referred to above, the financial obligations (obligations financières) of the Seller towards the FCT will consist of the obligation to make a payment to the FCT if and to the extent where the FCT is not able to make any of the following payments on any relevant Payment Date based on the amount standing to credit of the Interest Account:

(a) during the Revolving Period and the Amortisation Period: any of the payments set out in paragraphs (a) to (d) of the Interest Priority of Payments; and

(b) during the Accelerated Amortisation Period: any of the payments set out in paragraphs (a) to (g) of the Accelerated Priority of Payments,

provided that in any case, whatever the amount of any such payments which the FCT would not be able to make, the amount of the corresponding financial obligation (obligation financière) of the Seller under its performance guarantee shall be equal to the minimum of (i) the amount of that payment and (ii) the amount of the General Reserve Cash Deposit still outstanding as of the date on which that financial obligation (obligation financière) becomes due and payable in accordance with the provisions of the Reserve Cash Deposits Agreement, so that the aggregate of all financial obligations (obligations financières) of the Seller under its performance guarantee will never exceed the General Reserve Cash Deposit.

The General Reserve Cash Deposit will be equal to one point twenty five (1.25) per cent. of the aggregate of the Initial Principal Amounts of the Class A Notes, the Class B Notes and the Class C Notes. The General Reserve Cash Deposit will constitute the initial balance standing to the credit of the General Reserve Account.

The General Reserve will constitute the amount standing to the credit of the General Reserve Account at any time and shall be applied by the FCT as described below (it being understood that all amounts of interest received from the investment of the General Reserve and standing, as the case may be, to the credit of the General Reserve Account, shall not be taken into account).

During the Revolving Period and the Amortisation Period, the General Reserve Account will be:

(a) on each Settlement Date, debited in full in order to credit the Interest Account with the amount of the General Reserve; and

(b) on each Payment Date, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the Interest Account to the General Reserve Account, in accordance with and subject to the Interest Priority of Payments.

On the Settlement Date immediately preceding the General Reserve Final Utilisation Date, the General Reserve Account will be debited in full in order to credit the General Collection Account with the amount of the General Reserve.

Upon the liquidation of the Compartment and subject to the full payment of

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any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller.

In accordance with 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 General Reserve Account and paying to the Seller the financial proceeds resulting from such investment being credited to the General Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments.

Performance Reserve Account

The Performance Reserve aims at guaranteeing the financial obligations of the Seller to indemnify the FCT in case of a breach of any of its “Seller Performance Undertakings ” in respect of any of the Auto LTL Contract, being the undertakings to ensure:

(a) the continuation of such Auto LTL Contract in accordance with the usual management and operational procedures of the Seller and the provisions of the Transaction Documents (including but not limited to the covenants as set out in Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Other covenants – Continuation of the Auto LTL Contracts and the Car Buy Back Contracts”);

(b) the compliance with the provisions set out in Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Covenants – Sale of the Cars” of this Prospectus; and

(c) the compliance with the provisions set out in Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Benefit of the Master Purchase Agreement” of this Prospectus,

by paying to the FCT an amount equal to:

(A) in case of a breach by the Seller of the Seller Performance Undertaking (a) in respect of any of the Auto LTL Contract, the Contract Outstanding Balance of the corresponding Series of Receivables as of the date of termination of the relevant Auto LTL Contract;

(B) in case of a breach of the Seller Performance Undertaking (b) in respect of any of the Auto LTL Contract:

− if the relevant Car was due to be sold to the relevant PSA Car Dealer pursuant to such Seller Performance Undertaking (b), the Contract Outstanding Balance of the corresponding Series of Receivables as of the date of termination of the relevant Auto LTL Contract; and

− if the relevant Car was due to be sold to a third party pursuant to such Seller Performance Undertaking (b), the applicable Delay Indemnity in respect of the relevant Car;

(C) in case of a breach of the Seller Performance Undertaking (c) in respect of any of the Auto LTL Contract, the Contract Outstanding

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Balance of the corresponding Series of Receivables corresponding to the Car that would have been transferred in breach of that covenant,

together, the “Compensation Payment Obligations ”.

Any Compensation Payment Obligation shall be paid by the Seller no later than on the Settlement Date immediately following the occurrence of the relevant breach. Following the credit of the full amount of the Compensation Payment Obligation in respect of a given Car to the General Collection Account and the provision of a solvency certificate by the Seller on that date, the Car Sale Proceeds and all Recoveries related to such Car shall be transferred by the FCT to the Seller.

The Performance Reserve will constitute the amount standing to the credit of the Performance Reserve Account at any time (it being understood that all amounts of interest received from the investment of the Performance Reserve and standing, as the case may be, to the credit of the Performance Reserve Account, shall not be taken into account).

On the Closing Date, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Initial Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the Closing Date, as security for the due and timely payment of all Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie).

On each Settlement Date during the Revolving Period, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Additional Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the immediately preceding Purchase Date, as security for the due and timely payment of all corresponding additionnal Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie).

On any Payment Date and absent any failure by the Seller to pay any due and payable Compensation Payment Obligation (and again after the occurrence of a failure by the Seller to pay any due and payable Compensation Payment Obligation, if the Management Company decides to resume with such release of the Performance Reserve considering the interest of the Noteholders and the Unitholders), the amount of the Performance Reserve to be released to the Seller outside any Priority of Payments, will be calculated as follows:

(a) if any Car has been sold to the relevant PSA Car Dealer in accordance with the relevant Car Buy Back Contract and the relevant sale price has been paid to the FCT during the Collection Period preceding the relevant Settlement Date, 1.5 per cent. of the Purchase Price of the relevant Series of Receivables;

(b) if any Car is sold to a party other than the relevant PSA Car Dealer and the relevant Car Sale Proceeds have been paid to the FCT during the Collection Period preceding the relevant Settlement Date, 5 per cent. of the Car Sale Proceeds effectively received by the FCT in respect of the relevant Auto LTL Contract during that Collection Period, limited to 1.5 per cent. of the

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Purchase Price of the relevant Series of Receivables; and

(c) if any Series of Receivables has been repurchased by the Seller in accordance with section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT - Commercial Renegotiation” or “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Repurchase Option” or the sale of the relevant Series of Receivables has been rescinded in accordance with section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Remedies in case of non conformity”: 1.5 per cent. of the Purchase Price of the relevant Series of Receivables.

In the event of a failure by the Seller to pay any due and payable Compensation Payment Obligation, there shall no longer be any release of the Performance Reserve to the Seller, until and unless the Management Company decides otherwise considering the interest of the Noteholders and the Residual Unitholders. In the event of a failure by the Seller to pay in full a Compensation Payment Obligation on its due date, the Management Company will be entitled (i) to set-off the restitution obligations of the FCT under the Performance Reserve Cash Deposit against the then due and payable Compensation Payment Obligations, up to the lowest of such two amounts, in accordance with articles L. 211-38 et seq. of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce its rights under the Performance Reserve (sans mise en demeure préalable) and (ii) in any case, use the Performance Reserve as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the Specially Dedicated Bank Account.

As long as the Seller has paid in a timely manner all of its due and payable Compensation Payment Obligation, it has been expressly agreed that the Performance 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 Obligors’ defaults.

Upon liquidation of the Compartment and subject to the Seller having paid in full all due and payable Compensation Payment Obligations, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller.

In accordance with 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 Performance Reserve Account and paying to Crédipar the financial proceeds resulting from such investment being credited to the Performance Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments.

Commingling Reserve Account

The Commingling Reserve is made available to protect the Compartment against the risk of a failure by the Servicer to meet its payment obligations towards the FCT, in relation to the Compartment, arising under the Master Servicing Agreement as limitatively described in Section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT – Collection of the

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Purchased Receivables” (the “Commingling Reserve Secured Obligations ”).

The Commingling Reserve will constitute the amount standing to the credit of the Commingling Reserve Account at any time and 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 security for the full and timely payment of any and all the Commingling Reserve Secured Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie).

On any 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. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie), the necessary amounts to the Commingling Reserve Account on such 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 any 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 Commingling Reserve Secured Obligation, up to the lowest of (i) the unpaid amount in respect of such Commingling Reserve Secured Obligation; and (ii) the amount then standing to the credit of the Commingling Reserve Account, in accordance with the article L. 211-38 of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), 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 the Commingling Reserve Secured Obligations 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

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to cover any Obligors’ defaults.

Upon liquidation of the Compartment and subject to the Servicer having complied in full with all Commingling Reserve Secured Obligations, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer.

In accordance with 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 Crédipar on each Payment Date outside any Priority of Payments.

Specially Dedicated Bank Account

In accordance with articles L. 214-173 and D. 214-228 of the French 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) that all Rental Instalments paid by Lessees 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 corresponding VAT, and the insurance premium and generally the services fees owed by the relevant Lessee, as applicable; and

(ii) to transfer to the Specially Dedicated Bank Account within three (3) 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 the sale price of any Car sold by any duly licensed auctioneer (commissaire-priseur) in accordance with the procedure set out in Section “Description of the Master Purchase Agreement – Sale of the Cars” standing to the credit of any other of its bank accounts as of the close of business, shall be transferred to the Specially Dedicated Bank Account on the Business Day following its receipt), it being provided that the corresponding VAT shall be included in the amounts so transferred.

Amounts corresponding to VAT and the insurance premium and generally the services fees credited to the Specially Dedicated Bank Account pursuant to paragraph (i) and (ii) above, shall be debited from the Specially Dedicated Bank Account in accordance with the provisions of the Specially Dedicated Account Bank Agreement.

The Servicer has undertaken to transfer to the General Collection Account, within three (3) Business Days after receipt, any amount of

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Available Collections standing to the credit of the Specially Dedicated Bank Account (excluding, for the avoidance of doubt, any amount of the corresponding VAT, and the insurance premium and generally the services fees credited to the Specially Dedicated Bank Account with any such Available Collections), provided in addition that if the Servicer has failed to deliver to the Management Company the Monthly Servicer Report on any Information Date, it shall be bound to advance to the FCT on each of the following Settlement Date (as long as any missing Monthly Servicer Report has not been provided) an amount equal to the then applicable Commingling Reserve Required Amount less the sum of any amount transferred under (ii) above in the course of the immediately preceding Collection Period.

The Servicer has further undertaken to pay to the General Collection Account no later than on each Settlement Date, all Available Collections collected in respect of the Collection Period immediately preceding such Settlement Date that have not otherwise been transferred from the Specially Dedicated Bank Account to the General Collection Account as of that date, for any reason whatsoever (be it because of a failure by the Servicer to credit the relevant Available Collection to the Specially Dedicated Bank Account or to give the necessary instructions to the Specially Dedicated Account Bank or the failure by or incapacity of the Specially Dedicated Account Bank to comply with such instructions or make such transfers or otherwise).

Cars Pledge Under the terms of the Cars Pledge Agreement, Crédipar, as Pledgor, has undertaken to constitute in favour of the Compartment a pledge without dispossession (gage sans dépossession) pursuant to article 2333 of the French Civil Code, over the Cars corresponding to the Series of Receivables transferred to the Compartment on the Closing Date and on any Subsequent Purchase Date, as security for the due and timely performance of the Pledge Secured Obligations, being all present and future payment obligations of Crédipar, as Seller and Servicer, under the Performance Undertakings, within the limit of a maximum amount of EUR 582,000,000.

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, as the case may be, the Accelerated Amortisation Period, payments are made, to the extent of the Available Distributable 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 relevant 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 and the Paying Agent.

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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 on the earliest to occur of (i) the Payment Date falling in 29 October 2015, (ii) the date on which an Amortisation Event occurs, (iii) the date on which an Accelerated Amortisation Event occurs and (iv) the date on which a Compartment Liquidation Event occurs) arise from the Auto LTL Contracts, the Car Buy-Back Contract or the Car Sale Contract or the Original Car Purchase Contract entered into in respect of the corresponding Car. The Purchased Receivables purchased by the FCT, on any Purchase Date, shall be exclusively allocated to the Compartment.

On the Initial Selection Date, the selected initial portfolio of Receivables related to 64,766 Auto LTL Contracts (and the same number of Cars) and the aggregate outstanding principal amount of the corresponding Rental Instalment Receivables was € 734,999,911.71 excluding VAT.

Description of the Notes and the Units

The Compartment will issue the Class A Notes, the Class B Notes, the Class C Notes and the Residual Units backed by the Assets Allocated to the Compartment. The Class C Notes and the Residual Units are not offered for sale in accordance with this Prospectus.

Form and Denomination

On the Closing Date:

5,220 Class A Notes of € 100,000 each with an aggregate amount of € 522,000,000 due on 29 October 2022 are issued by the Compartment 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.

515 Class B Notes of € 100,000 each with an aggregate amount of € 51,500,000 due on 29 October 2022 are issued by the Compartment 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.

1,615 Class C Notes of € 100,000 each with an aggregate amount of € 161,500,000 due on 29 October 2022 are issued by the Compartment and are backed by the Assets Allocated to the Compartment. The Class C Notes are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount.

Two (2) Residual Units of € 150 each with an aggregate amount of € 300 with unlimited duration are issued by the Compartment 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.

The Compartment will not issue any further Notes or Residual Units after the Closing Date.

Closing Date

On or about 31 October 2013.

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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 29 October 2022, subject to the relevant Priority of Payments to the extent of the Assets Allocated to the Compartment.

Use of Proceeds

The proceeds arising from the issue of the Notes and the Residual Units are equal to € 735,000,300 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 Principal Amount.

Rate of Interest

The Rate of Interest payable in respect of the Class A Notes and the Class B Notes 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 relevant EURIBOR Reference Rate plus the Relevant Margin.

The Rate of Interest on the Class A Notes is the aggregate of the relevant 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 relevant EURIBOR Reference Rate plus the Relevant Margin of 1.60 per cent. per annum.The Rate of Interest on the Class C Notes is fixed. The Rate of Interest on the Class C Notes is 4.00 per cent. per annum.

Ratings

It is a condition precedent to the issuance of the Class A Notes that the Class A Notes are assigned, upon issue, a rating of AAA (sf) by DBRS and a rating of Aaa (sf) by Moody’s.

It is a condition precedent to the issuance of the Class B Notes that the Class B Notes are assigned, upon issue, a rating of A (sf) by DBRS and a rating of A2 (sf) by Moody’s.

The Class C Notes and the Residual Units will not be rated.

There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by either or both of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. 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. As of 3 June 2013, “DBRS Ratings Limited” and “Moody’s Investors Service Ltd” are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the “CRA

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Regulation ”) according to the list published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs).

Transferable Securities and Financial Instruments

The Notes and the Units are transferable securities (valeurs mobilières) within the meaning of article L.228-1 of the French Commercial Code and financial instruments (instruments financiers) within the meaning of article L. 211-1 of the French Monetary and Financial Code. The Notes are bonds (obligations) within the meaning of article L. 213-5 of the French Monetary and Financial Code.

Book-Entry Securities and Clearing Systems

The Notes and the Residual Units are issued in book entry form (dématérialisées). No physical documents of title will be issued in respect of the Notes or the Units.

The Listed 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. ”). Title to the Listed Notes passes upon the credit of those Listed Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of the Listed 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.

The Class C Notes and the Units will not be cleared. Title to the Class C Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effected through registration of the transfer in such register.

Listing

Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes and the Class B Notes.

The Class C Notes and the Residual Units will not be listed.

Payment Dates and Redemption of the Notes

Revolving Period

During the Revolving Period, on each Payment Date, the Noteholders shall receive payments of interest, in accordance with and subject to 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 four (4) successive

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Purchase Dates, the aggregate of the Contract Outstanding Balance in respect of all Performing Series of Receivables, as calculated on the Determination Date immediately preceding each such Purchase Date (including the aggregate of the Contract Outstanding Balance of the related Series of Receivables which are sold by the Seller on the relevant Purchase Date) is less than or equal to ninety (90) per cent. (but strictly greater than eighty (80) per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes, the Initial Principal Amount of the Class B Notes and the Initial Principal Amount of the Class C Notes, then, on the immediately following Payment Date, the Class A Notes, the Class B Notes and the Class C 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 Payment Date, for the purpose of such Partial Early Amortisation, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes, Class B Notes and the Class C Notes, on a pari passu basis and pro rata the Principal Amount Outstanding of the Class A Notes, the Class B Notes and the Class C Notes.

For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes, Class B Notes and the Class C 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 Payment Date commencing on the Payment Date falling in 30 November 2015 (or, if the Amortisation Period start further to the occurrence of an Amortisation Event , on the first Payment Date on or after such an Amortisation Event) and in accordance with and subject to the relevant 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, provided that if, on any Payment Date during the Amortisation Period, the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Notes and the Class B Notes will be redeemed on a pro rata and pari passu basis and if on any such Payment Date, the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, the Class B Notes will not amortise if any Class A Notes remains outstanding and that the Class C Notes will start to be redeemed only after the Class A Notes and the Class B Notes have been redeemed in full.

By way of exception to the above, on an Interim Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder. The Interim Payment Date shall only occur once per year.

Accelerated Amortisation Period

During the Accelerated Amortisation Period:

(a) the Class A Noteholders will receive, in addition to payments of interest, payments of principal on each Payment Date until the

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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;

(b) 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 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;

(c) provided that the Class B Notes have been redeemed in full, the Class C Noteholders will receive, in addition to payments of interest, payments of principal on each Payment Date falling on or after the date upon which the Class B Notes have been redeemed in full until the earlier of the date on which the Principal Amount Outstanding of each Class C Note is reduced to zero and the Final Legal Maturity Date;

(d) 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; and

(e) payments of principal and interest due on the Class B Notes will rank prior to payments of principal and interest due in respect of the Class C Notes.

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 may decide to declare the dissolution of the Compartment and carry out the liquidation procedure. In such case, the Management Company will request that an entity or entities different from the Seller purchase all the 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 addition, at the request of the Seller, the Management Company may decide to declare the dissolution of the Compartment and carry out the liquidation procedure in the event that (i) the aggregate of the outstanding balances (capital restant dû) of the undue (non échue) Performing Receivables falls below ten (10) per cent. of the maximum aggregate amount of the outstanding balances (capital restant dû) of the undue (non échue) Performing Receivables, as stated since the Closing Date or (ii) the Listed Notes have been redeemed in full. In such case, the Management Company will propose to the Seller or to any other entity or entities of the PSA Group to purchase all the Receivables comprised within the Assets Allocated to the Compartment in a single transaction.

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 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

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the Compartment Cash but excluding the amount of the Commingling Reserve, the General Reserve and the Performance Reserve) must be sufficient to enable the FCT to repay 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 Accelerated Priority of Payments.

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 no later than on the Settlement Date preceding the relevant Payment Date.

In the event that the Management Company decides to declare the dissolution of the Compartment and carry out the liquidation procedure and if:

(a) the Listed Notes have been redeemed in full; and

(b) the Seller sends to the Management Company a letter in which it undertakes to accept the relevant clean-up call offer made by the Management Company and to repurchase the Purchased Receivables in accordance with the above on the relevant Payment Date,

the Servicer shall be entitled to stop the transfers of Available Collections to the General Collection Account from the last calendar day (excluded) of the month immediately preceding that Payment Date, provided that (i) if the Available Collections standing to the credit of the General Collection Account as at such calendar day are inferior, on a pro rata temporis basis, to the amount of Available Collections as at the immediately preceding Calculation Date, the Servicer shall transfer to the General Collection Account, one (1) Business Day before the Compartment Liquidation Date, an amount equal to that difference and (ii) the determination of repurchase price shall take into consideration such Available Collections (as resulting from (i) above) to reduce the fair market value of the relevant Purchased Receivables.

The Seller will 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 remaining Assets Allocated to the Compartment, to any credit institution qualified to acquire these Purchased Receivables under the same terms and conditions.

On the Compartment Liquidation Date:

(a) the Noteholders will be repaid all amounts owing to them on the immediately succeeding Payment Date subject to and in accordance with the Accelerated Priority of Payments;

(b) upon liquidation of the Compartment and subject to the Servicer having complied in full with all Commingling Reserve Secured Obligations under the Master Servicer Agreement, the amount

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standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer;

(c) upon liquidation of the Compartment and subject to the Seller having paid in full all due and payable Compensation Payment Obligation under the Master Purchase Agreement, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller; and

(d) upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller.

Credit Enhancement Class A Notes

Credit enhancement for the Class A Notes is provided by (a) during the Amortisation Period and the Accelerated Amortisation Period, the subordination of payments of principal due in respect of the Class B Notes (provided that if, on any Payment Date during the Amortisation Period, the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Notes and the Class B Notes will be redeemed on a pro rata and pari passu basis) and of the Class C Notes to payments of principal due in respect of the Class A Notes and at all times, the subordination of payments of interest due in respect of the Class B Notes and of the Class C Notes to payments of interest due in respect of the Class A Notes, (b) the General Reserve (including the General Reserve Cash Deposit and any monies debited from the Interest Account and credited to the General Reserve Account to the extent of the General Reserve Required Amount in accordance with the Interest Priority of Payments and subject to the Available Distributable Amount) and (c) the Residual Units.

Class B Notes

Credit enhancement for the Class B Notes is provided by (a) during the Amortisation Period and the Accelerated Amortisation Period, the subordination of payments of principal due in respect of the Class C Notes to payments of principal due in respect of the Class B Notes and at all times, the subordination of payments of interest due in respect of the Class C Notes to payments of interest due in respect of the Class B Notes, (b) the General Reserve (including the General Reserve Cash Deposit and any monies debited from the Interest Account and credited to the General Reserve Account to the extent of the General Reserve Required Amount in accordance with the Interest Priority of Payments and subject to the Available Distributable Amount) and (c) the Residual Units.

Excess Spread

In addition, the primary source of credit enhancement for the Notes will come from the excess cash flow resulting on any Payment Date, from the amount by which (a) the Available Interest Amount, excluding the General Reserve exceeds (b) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Net Swap Amount due, as the case may be, by the Compartment to the Interest Rate Swap Counterparties and the Class A Interest Amount, the Class B Notes Interest Amount, the Class C

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notes Interest Amount (the “Excess Spread ”).

Withholding Tax Payments of interest and principal in respect of the 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.

Retention and disclosure requirements under the Capital Requirements Directive

Banque PSA Finance, in its capacity as Class C 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 Prospectus 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 ”)) (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation), by the holding of all of the Class C Notes and all of the Residual Units issued by the FCT in relation with the Compartment which will represent as of the Closing Date not less than 5% of the nominal amount of the securitised exposures. 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 C Notes and the Residual Units, that Banque PSA Finance holds all of the Class C Notes and Crédipar holds all of the Residual Units.

In each of the Listed Notes Subscription Agreement and the Class C Notes and Residual Units Subscription Agreement, each of Banque PSA Finance and Crédipar has (i) undertaken to subscribe for all the Class C Notes (as far as Banque PSA Finance is concerned) and all Residual Units (as far as Crédipar is concerned) and (ii) undertaken to retain on an on-going basis all the Class C Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned) until the full amortisation of the Listed Notes and (iii) represented and warranted not to transfer, sell or benefit from a guarantee or otherwise hedge any of the Class C Notes and the Residual Units before the full amortisation of the Listed Notes. Any change to the manner in which such material net economic interest is held by each of Banque PSA Finance and Crédipar will be immediately notified to the Management Company and the relevant representative of the Class A Noteholders and Class B Noteholders.

Furthermore the Seller has undertaken to provide (or cause to be provided) all information to the relevant representative of the Class A Noteholders and Class B Noteholders that is required to enable the Class A Noteholders and Class B Noteholders to comply with Article 122a of the Capital Requirements Directive (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation).

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”).

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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 (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation) and its own situation and obligations in this respect.

Governing Law The Prospectus and the Transaction Documents relating to the FCT will be governed by and interpreted in accordance with French Law.

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.

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GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTME NT

LEGAL FRAMEWORK

Auto ABS2 FCT is a French fonds commun de titrisation à compartiments jointly established by the Custodian and the Management Company on the Closing Date. The sole purpose of Auto ABS2 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. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235of the French Monetary and Financial Code. The FCT is governed by the provisions of articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235of the French Monetary and Financial Code and by its General Regulations.

GENERAL REGULATIONS

The Custodian and the Management Company shall enter into, on or before the Closing 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) Banque PSA Finance (acting from its head office or any foreign branch);

(b) any member of the PSA Group; or

(c) 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. 214-169 of the French Monetary and Financial Code:

(i) receivables of any kind whatsoever (subject to any applicable laws) as contemplated in article D.214-219 1° of the French 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

(ii) debt securities (titres de créances) as contemplated by article D.214-219 2° of the French 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 “AMF” ) the specific activity programme referred to in article L.214-183 I of the French Monetary and Financial Code and all other requirements of the French Monetary and Financial Code have been complied with.

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FUNDING AND HEDGING STRATEGY OF THE FCT

Funding Strategy of the FCT

In accordance with article R. 214-217 2° of the French Monetary and Financial Code and pursuant to the terms of the General Regulations, the funding strategy (stratégie de financement) of the FCT is to issue debt securities and/or units and/or to borrow any sums in order to purchase auto loan and auto lease receivables from Crédipar.

Hedging Strategy of the FCT

In accordance with Article R. 214-217 2° and Article R. 214-224 of the French Monetary and Financial Code, pursuant to the General Regulations and the applicable compartment regulations, the FCT in respect of any compartment may enter into agreements relating to forward financial instruments (instruments financiers à terme) in order to hedge any liabilities pursuant to its hedging strategy (stratégie de couverture).

COMPARTMENT PRINCIPLES

Establishment and Operation of the compartments

Pursuant to the provisions of article L. 214-169 of the French 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 French 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. 214-169 of the French Monetary and Financial Code, as amended, by derogation from article 2285 of the French 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, and on this basis, the unitholders and, as applicable, the noteholders of a compartment shall be responsible for the debts of the FCT only to the extent of the assets allocated to that compartment and pro rata by reference to their proportionate share in such compartment.

Liquidation of compartments

The Management Company may decide to liquidate a compartment, without having any obligation to liquidate any other compartment or the FCT.

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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, irrespective of the compartment to which the receivables have been exclusively allocated.

Pursuant to article L. 214-175 III of the French Monetary and Financial Code, Book VI of the French Commercial Code (which govern insolvency proceedings in France) is not applicable to the FCT.

In accordance with article L. 214-175 III of the French Monetary and Financial Code, each compartment shall be liable for its debts (n’est tenu de ses dettes) to the extent of its assets (qu'à concurrence de son actif) and in accordance with the rank of its creditors as provided by law (selon le rang de ses créanciers défini par la loi) or, pursuant to article L. 214-169 of the French Monetary and Financial Code, in accordance with the provisions of the relevant compartment regulations.

In accordance with article L. 214-169 of the French Monetary and Financial Code, a compartment’s assets may only be subject to civil proceedings (mesures civiles d'exécution) to the extent of the applicable priority of payments.

In accordance with Article L. 214-169 of the French Monetary and Financial Code, holders of the units and, as applicable the notes issued by a given compartment, shall be bound by each of the applicable priorities of payments as set out in the relevant compartment regulations even if the compartment is liquidated in accordance with the relevant provisions of the relevant compartment regulations.

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) 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;

(b) expressly and irrevocably acknowledge that they shall have no rights in any assets allocated to any other compartment of the FCT;

(c) 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

(d) expressly and irrevocably waive all their rights of recourse against the FCT with respect to its contractual liability.

THE COMPARTMENT “COMPARTIMENT 2013-A”

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 (x) to purchase from the Seller Receivables arising from (i) the Auto LTL Contracts and (ii) as the case may be, the Car Buy Back Contract or the Car Sale Contract or the Original Car Purchase Contract entered into in respect of the corresponding Car, and (y) to issue Notes and Residual Units backed by such Receivables.

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.

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

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Revolving Period, in accordance to the provisions of the Master Purchase Agreement and subject to the satisfaction of the conditions precedent contained in this Prospectus.

Except in case of a Partial Early Amortisation, the Notes will be amortised after 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”.

Limitations and Waiver of Recourse

Pursuant to the provisions of the Compartment Regulations, the Management Company has expressly and irrevocably undertaken, upon the conclusion of 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 shall acknowledge and agree to non petition and limited recourse provisions in substantially similar terms as those set out in the Master Definitions Agreement.

FUNDING AND HEDGING STRATEGY OF THE COMPARTMENT

Funding Strategy of the Compartment

In accordance with article R. 214-217 2° of the French Monetary and Financial Code and pursuant to the terms of the Compartment Regulations, the funding strategy (stratégie de financement) of the Compartment is to issue debt securities and/or units in order to purchase Series of Receivables.

Hedging Strategy of the Compartment

In accordance with Article R. 214-217 2° and Article R. 214-224 of the French Monetary and Financial Code, pursuant to the Compartment Regulations, the Compartment may enter into agreements relating to forward financial instruments (instruments financiers à terme) in order to hedge any liabilities pursuant to its hedging strategy (stratégie de couverture).

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 threatening, which could adversely affect the Compartment’s business, results of operations or financial condition.

FINANCIAL STATEMENTS

The provisional Compartment’s indebtedness when it is established (taking into account the issue of the Notes and the Residual Units) will be as follows:

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Indebtedness (on the Closing Date, subject to, and taking into account, the issue of the Notes and the Residual Units)

EUR

Class A Notes 522,000,000

Class B Notes 51,500,000

Class C Notes 161,500,000

Residual Units 300

Total Indebtedness 735,000,300

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DESCRIPTION OF THE RELEVANT ENTITIES

THE MANAGEMENT COMPANY

France Titrisation 41, Avenue de l’Opéra 75002 Paris France

General

The Management Company is a French société par actions simplifiée with a share capital of € 240,160, whose registered office is located at 41, Avenue de l’Opéra, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed and supervised by the French Financial Market Authority (Autorité des Marchés Financiers).

The sole corporate purpose of France Titrisation is to manage French debt mutual funds (fonds communs de créances) and French securitisation vehicles (organismes de titrisation) in accordance with the provisions of articles L. 214-180 to L. 214-186 of the French Monetary and Financial Code and of the AMF General Regulations (Règlement general de l’Autorité des Marchés Financiers). As of the date of this Prospectus, 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) the Seller complies with the provisions of the Master Purchase Agreement; and

(ii) the Servicer complies with the provisions of the Master Servicing Agreement and in particular with the Servicing Procedures;

(b) allocating to the Compartment on any Purchase Date, the assets purchased by the FCT;

(c) allocating the expenses, costs or debts to be borne by the Compartment;

(d) 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;

(e) 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;

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(f) allocating any payment received by the FCT in respect of the Compartment in accordance with the Compartment Regulations;

(g) determining, on each Interest Rate Determination Date, the Rate of Interest used to determine the interest amounts due to the holders of Listed Notes on each relevant Payment Date;

(h) determining the principal due to the Noteholders on each relevant Payment Date;

(i) determining in respect of each Payment Date on the basis of the information provided in the Monthly Servicer Report, the Principal Deficiency Amount;

(j) 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;

(k) appointing and, if applicable, replacing the statutory auditor of the FCT pursuant to article L. 214-185 of the French Monetary and Financial Code;

(l) preparing, under the supervision of the Custodian, the documents required, under article L. 214-175, articles D. 214-227 to D. 214-229 and R. 214-230 to R. 214-235 of the French 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 S.A.) 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) taking the decision to liquidate the Compartment in accordance with applicable laws and regulations and, upon any liquidation of the Compartment, releasing any Liquidation Surplus to the Residual Unitholders as payment of principal and interest under the Residual Units;

(n) replacing, with the assistance of the Custodian, 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) the substitute servicer assumes the rights and obligations of the original Servicer with respect to the servicing of the Purchased Receivables and acknowledges and agrees to non petition and limited recourse provisions in substantially similar terms as those set out in the Master Definitions Agreement;

(ii) the Autorité des Marchés Financiers has received prior notice of such replacement;

(iii) 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 Listed Notes, or that the said replacement limits such downgrading or avoids such withdrawal; and

(iv) 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, with the assistance of the Custodian, 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;

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(p) 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;

(q) providing any relevant data and information in its possession to the substitute servicer;

(r) notifying (or instructing any authorised third party to notify) the Obligors in accordance with the provisions of the Master Servicing Agreement;

(s) replacing, if applicable, with the assistance of the Custodian, 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 Account Bank 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;

(t) supervising the investment of the Compartment Cash made by the Compartment Cash Manager in the Authorised Investments pursuant to the Compartment Cash Management Agreement;

(u) replacing, if applicable, with the assistance of the Custodian, 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;

(v) giving such instructions, subject to the prior approval and co-signing of the Custodian, as are necessary to 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 Account Bank Agreement – The Compartment Accounts”;

(w) 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;

(x) 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 Prospectus;

(y) notifying to each Interest Rate Swap Counterparty, the applicable Swap Notional Amount on each Interest Rate Determination Date;

(z) preparing and providing to the Custodian the Investor Report and the Annual Activity 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;

(aa) 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;

(bb) 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 217-1 of the 2007 Order) (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation);

(cc) controlling any evidence brought by the Servicer in relation to sums standing to the credit of the Specially Dedicated Bank Account but which would correspond to amounts not owed (directly or indirectly) to the FCT;

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(dd) verifying that the conditions precedent to the purchase of Additional Receivables are satisfied on or prior to the relevant Subsequent Purchase Date;

(ee) register the initial pledge statement and any supplemental pledge statement, in accordance with the Cars Pledge Agreement;

(ff) enforce the rights of the Compartment under the Cars Pledge, if and when applicable, pursuant to the Cars Pledge Agreement; and

(gg) to the extent they apply to the Management Company or the Compartment, complying with the requirements deriving from the European Market Infrastructure Regulation (European Regulation 648/2012).

The Management Company may terminate all Transaction Documents if (i) the entire issue of the Notes and Residual Units has not been completed on the Closing Date or at any later date agreed between the parties to the agreement or (ii) the total amounts received in respect of the subscription of the Class A Notes, the Class B Notes, the Class C Notes and the Residual Units is less than the aggregate of the 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 Compartment and, more generally 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) 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;

(b) such sub-contracting, delegation, agency or appointment complying with the applicable laws and regulations;

(c) the Autorité des Marchés Financiers having received prior notice, if required by the AMF General Regulations (Règlement general de l’Autorité des Marchés Financiers);

(d) 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 Listed Notes or that such sub-contract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and

(e) 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.

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Substitution of the Management Company

The cases and conditions of substitution of the Management Company are provided for in the General Regulations.

THE CUSTODIAN

Banque PSA Finance 75, Avenue de la Grande Armée 75116 Paris France

General

The Custodian is a French société anonyme with a share capital of € 177,408,000 whose registered office is located at 75, avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution 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 et de Résolution) in its capacity as 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, has jointly established 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 assist the Management Company in appointing the Servicer, the Paying Agent, the Data Protection Agent and the Cash Manager on or before the Closing Date and, until the Compartment Liquidation Date and ensure that 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, for 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 Noteholders and of the Residual Unitholders. The Custodian irrevocably waives all its rights of recourse against the FCT with respect to the contractual liability of the FCT.

In order to allow the Custodian to perform its supervisory duties, the Management Company has undertaken to provide the Custodian with:

(a) an Annual Activity Report concerning the Compartment, the contents of which shall be determined by the Custodian pursuant to the events which have occurred;

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(b) 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 Account Bank Agreement and the Compartment Cash Management Agreement, respectively; and

(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:

(i) 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;

(ii) such sub-contracting, delegation, agency or appointment complying with applicable laws and regulations;

(iii) the Autorité des Marchés Financiers having received prior notice;

(iv) 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 Listed Notes or that the such sub-contract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and

(v) 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.

Replacement of the Custodian

The cases and conditions for the replacement of the Custodian are provided for in the General Regulations.

The Custodian will be replaced with respect to all the compartments of the FCT and the new custodian will automatically, and without any formality, replace the Custodian as regards its rights and obligations with respect to the custody of the assets allocated to the compartments of the FCT and to the FCT, generally.

THE SELLER

Compagnie Générale de Crédit aux Particuliers - Crédipar 12, Avenue André Malraux

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92300 Levallois Perret France

The Seller is a French société anonyme with a share capital of € 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, 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 et de Résolution). The Seller is 99.99% owned by Banque PSA Finance.

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 during the Revolving Period, the Seller will be entitled to sell Additional Receivables which comply with the Eligibility Criteria.

Pursuant to the Compartment Regulations and the relevant Transaction Documents, the Seller includes any other entity, existing or newly created, intended to take over the activities of the Seller by way of merger, demerger, contribution in part or in whole of assets or in any other way between the Seller and any entity within the PSA Group including any change into another corporate form or branch, provided that the conditions precedent set out in the Compartment Regulations are satisfied.

THE SERVICER

Compagnie Générale de Crédit aux Particuliers - Crédipar 12, Avenue André Malraux 92300 Levallois Perret France

The Servicer is a French société anonyme with a share capital of € 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, 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 et de Résolution). The Servicer is 99.99% owned by Banque PSA Finance.

In accordance with the provisions of article L. 214-172 of the French Monetary and Financial Code, the Management Company, with the prior approval of the Custodian, has appointed the Seller as Servicer in relation of the Purchased Receivables under the Master Servicing Agreement.

As Servicer, pursuant to the Master Servicing Agreement, Crédipar 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 Compartment Regulations and the relevant Transaction Documents, the Servicer includes any other entity, existing or newly created, intended to take over the activities of the Servicer by way of merger, demerger, contribution in part or in whole of assets or in any other way between the Servicer and any entity within the PSA Group including any change into another corporate form or branch, provided that the conditions precedent set out in the Compartment Regulations are satisfied.

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Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the Compartment), 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 substitute servicer or any third party appointed by it 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 Residual 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) (i) notify the Obligors of the assignment of the relevant Purchased Receivables to the Compartment and (ii) instruct the Obligors to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification.

THE PLEDGOR

Compagnie Générale de Crédit aux Particuliers - Crédipar 12, Avenue André Malraux 92300 Levallois Perret France

The Pledgor is a French société anonyme with a share capital of € 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, 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 et de Résolution). The Pledgor is 99.99% owned by Banque PSA Finance.

Under the terms of the Cars Pledge Agreement, the Pledgor has undertaken to constitute in favour of the Compartment a pledge without dispossession (gage sans dépossession) pursuant to article 2333 of the French Civil Code, over the Cars corresponding to the Series of Receivables transferred to the Compartment on the Closing Date and on any Subsequent Purchase Date, as security for the due and timely performance of the Pledge Secured Obligations, being all present and future payment obligations of Crédipar, as Seller and Servicer, under the Performance Undertakings.

Pursuant to the Compartment Regulations and the relevant Transaction Documents, the Pledgor includes any other entity, existing or newly created, intended to take over the activities of the Pledgor by way of merger, demerger, contribution in part or in whole of assets or in any other way between the Pledgor and any entity within the PSA Group including any change into another corporate form or branch, provided that the conditions precedent set out in the Compartment Regulations are satisfied. For the avoidance of doubt, in the event that any other entity, existing or newly created, intends to take over the activities of the Seller by way of merger, demerger, contribution in part or in whole of assets or in any other way including any change into another corporate form or branch, the new entity acting as seller shall grant a pledge without dispossession (gage sans dépossession) pursuant to article 2333 of the French Civil Code over the Cars corresponding to the Series of Receivables transferred to the Compartment on any Subsequent Purchase Date in the same terms as the Cars Pledge Agreement.

THE SPECIALLY DEDICATED ACCOUNT BANK

Crédit Agricole SA 91 boulevard Pasteur 75015 Paris France

The Specially Dedicated Account Bank is a French société anonyme with a share capital of € 7,494,061,611, whose registered office is located at 91 boulevard Pasteur, 75015 Paris (France), registered

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with the Trade and Companies Registry of Paris (France) under number 784 608 416, 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 et de Résolution).

The Specially Dedicated Account Bank is the bank in the books of which the Specially Dedicated Bank Account is opened in accordance with articles L. 214-173 and D. 214-228 of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement.

If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Servicer will either (i) appoint, with the prior approval of the Management Company (such approval not to be unreasonably withheld or delayed), a new specially dedicated account bank within thirty (30) Business Days with the Account Bank Required Ratings, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated bank account has been opened with a new specially dedicated account bank) or (ii) be required to increase within thirty (30) Business Days after the downgrade of the ratings of the Specially Dedicated Account Bank below the Account Bank Required Ratings, the Commingling Reserve up to the applicable Commingling Reserve Augmented Required Amount.

Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior written 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 an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated bank account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings).

THE COMPARTMENT ACCOUNT BANK

BNP Paribas Securities Services 3, rue d’Antin 75002 Paris France

The Compartment Account Bank is a French société en commandite par actions, whose registered office is located at 3, rue d’Antin, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France).

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 Account Bank Agreement.

Pursuant to the Compartment Account Bank Agreement:

(a) the Management Company (i) may on giving a 30-day prior written notice (including, without limitation, in case of a breach by the Compartment Account Bank of its representations, warranties and undertakings pursuant to the Compartment Account Bank Agreement) or (ii) shall within fifteen (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 a 30-day prior written notice to the Management Company and the Custodian,

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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 75116 Paris France

The Compartment Cash Manager is a French société anonyme with a share capital of € 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, 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 et de Résolution).

The Compartment Cash Manager is appointed by the Management Company, with the prior approval of the Custodian, to manage the amounts standing from time to time to the credit of the Compartment Accounts (other than the Collateral 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 Prospectus (see Section “COMPARTMENT CASH AND INVESTMENT RULES”).

Pursuant to the Compartment Cash Management Agreement, at any time during the lifetime of the Compartment:

(a) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Compartment Cash Manager; and

(b) the Compartment Cash Manager may resign on giving a 30-day 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 cash manager with the Account Bank Required Ratings has been appointed).

THE PAYING AGENT

BNP Paribas Securities Services 3, rue d’Antin 75002 Paris France

The Paying Agent is a French société en commandite par actions, whose registered office is located at 3, rue d’Antin, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France).

The Paying Agent has been appointed by the Management Company, with the prior approval of the Custodian, to make the payment, on the Payment Dates, of the amounts of principal, interest and other amounts (if any) due to the holders of Listed Notes pursuant to the provisions of the Paying Agency Agreement.

Pursuant to the Paying Agency Agreement, at any time during the lifetime of the Compartment:

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(a) the Management Company may on giving a 30-day prior written notice terminate the appointment of the Paying Agent; and

(b) the Paying Agent may resign on giving a 30-day 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 DATA PROTECTION AGENT

BNP Paribas Securities Services 3, rue d’Antin 75002 Paris France

The Data Protection Agent is a French société en commandite par actions with a share capital of € 165,279,835, whose registered office is located at 3, rue d’Antin, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France).

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 Lessees 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 or Defaulted 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 updated 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 INTEREST RATE SWAP COUNTERPARTIES

BNP Paribas S.A. 16 boulevard des Italiens 75009 Paris France

Natixis acting through its London branch located Cannon Bridge House, 25 Dowgate Hill, London EC4R 2YA United Kingdom

The Interest Rate Swap Counterparties are the credit institutions with whom the Custodian and the Management Company will enter into the Interest Rate Swap Agreements on or before the Closing Date. The terms and conditions of the Interest Rate Swap Agreements are described in Section “CREDIT STRUCTURE - Description of the Interest Rate Swap Agreements”.

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THE JOINT LEAD MANAGERS

BNP Paribas, London Branch 10 Harewood Avenue London NW1 6AA United Kingdom

Natixis 30, avenue Pierre Mendès-France 75013 Paris France

Pursuant to the Listed Notes Subscription Agreement, the Joint Lead Managers acting severally but not jointly (sans solidarité), each in its respective capacity as Joint Lead Manager, have agreed to assist in the management, secretarial duties and overall coordination of the issue of the Listed Notes, without any duty or liability to place, underwrite or subscribe the Listed Notes.

THE STATUTORY AUDITOR

MAZARS 61 rue Henri Regnault 92075 Paris La Défense Cedex France

In accordance with article L. 214-185 of the French Monetary and Financial Code and following approval by the Autorité des Marchés Financiers, the statutory auditor of the Compartment is appointed for six (6) financial years by the board of directors, the manager or the executive board of the Management Company. It will perform the audits required by applicable laws and regulations, certify, where applicable, that the accounts are accurate and verify that the information contained in the Annual Activity Report is reliable. 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 periodic information given to the Noteholders and the Residual Unitholders by the Management Company and prepare an annual report on the accounts of the Compartment for the attention of the Noteholders and the Residual Unitholders.

THE RATING AGENCIES

DBRS Ratings Limited 1 Minster Court 10th Floor Mincing Lane London, EC3R 7AA United Kingdom

Moody’s Investors Service Ltd One Canada Square Canary Wharf London E14 5FA United Kingdom

The preliminary rating document relating to the Listed Notes prepared by DBRS is attached in Appendix IV and the preliminary rating document relating to the Listed Notes prepared by Moody’s is attached in Appendix V.

THE LEGAL ADVISERS

Legal adviser to the Joint Lead Managers and Joint Arrangers

Freshfields Bruckhaus Deringer LLP 2, rue Paul Cézanne 75008 Paris France

Legal adviser to the Seller, Servicer and Pledgor

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Linklaters LLP 25 rue de Marignan 75008 Paris France

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RISK FACTORS - SPECIAL CONSIDERATIONS

The following is a summary of certain aspects of the offering of the Listed Notes and the related transactions which prospective investors should consider (together with all of the information detailed in this Prospectus) before deciding to invest in the Listed Notes.

Prospective investors in the Listed Notes should ensure that they understand the nature of such Listed Notes issued by a French debt securitisation fund (fonds commun de titrisation) 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 Listed Notes and that they consider the suitability of such Listed Notes as an investment in the light of their own circumstances and financial condition.

The risks described below are the principal risks inherent in the transaction for the Listed Noteholders, but the inability of the FCT to pay interest, principal or other amounts on or in connection with the Listed Notes may occur for other reasons and the following statements regarding the risk of investing in or holding the Listed Notes are not exhaustive.

1. RISKS RELATING TO THE ASSETS AND THE TRANSACTION DOCUMENTS

Limited Recourse to the Assets Allocated to the Com partment

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 Listed Notes. The Listed Notes represent an obligation of the Compartment solely. Pursuant to the Compartment Regulations, the right of recourse of the 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 the amount invested in the Listed 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 Section “UNDERWRITING AND MANAGEMENT PROCEDURES”, “HISTORICAL PERFORMANCE DATA” and “STATISTICAL INFORMATION RELATING TO THE PROVISIONAL 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 Joint Arrangers, the Joint Lead Managers, the Paying Agent, the Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data Protection Agent nor any of their respective affiliates has undertaken or will undertake any investigation, review or searches to verify the historical information. There can be no assurance as to the future performance of the Purchased Receivables.

Geographical Concentration

There can be no assurance as to the future geographical distribution of the Obligors 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 the Obligors are located, could have an adverse effect on the ability of the Obligors to repay the Purchased Receivables and could trigger losses in respect of the Notes or reduce their yields to maturity.

Forecasts and Estimates

Estimates of the weighted average life of the Listed Notes included in this Prospectus, together with any other projections, forecasts and estimates are supplied for information only and are forward-looking

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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 results. Consequently, the actual results might differ from the projections and such differences might be significant.

Obligors’ Ability to Pay

The Obligors are companies owing or who will owe moneys under the Purchased Receivables.

If the FCT does not receive the full amount due from the Obligors in respect of the Purchased Receivables, the holders of Listed Notes (or the Class C 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 Obligors.

The FCT does not guarantee or warrant full and timely payment by the Obligors of any sums payable under the Purchased Receivables.

The ability of an Obligor 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 Obligor itself (including but not limited to ability to compete in the current industry environment, use of incentives or state aids) or (ii) are more general in nature (such as, without limitation, changes in governmental regulations or fiscal policy, rate of inflation, consumer perception of general economic conditions).

No notification of the Assignment to the Obligors

The assignment of the Purchased Receivables will only be disclosed to the Obligors 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 Obligors have been notified of the assignment of the Purchased Receivables, they may validly discharge their payment obligations by making payments to the Seller. Each Obligor may further raise defences (which may include, as applicable, any set-off right) against the FCT arising from such Obligor’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 Obligor and the Seller which are closely connected with the Purchased Receivable.

In addition, the identity of certain Obligors may not be known until the corresponding Purchased Receivables, being Car Sale Receivables, arise. Accordingly, it may not be possible to notify these Obligors even though one of the 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 has occurred.

For instance, the potential buyer of the Car retrieved from the Lessee (at the maturity of the relevant Auto LTL Contract, or if the Auto LTL Contract is terminated by anticipation for failure of the Lessee to comply with its obligations thereunder), is unknown until the Car is actually sold. For such reason, the Master Purchase Agreement provides that on the Closing Date, the Seller shall provide the FCT with a Declared Auctioneers List and that on each Payment Date, it shall provide the FCT with an updated Declared Auctioneer List (if relevant) for the purpose of selling any such retrieved Car, or a method of sale offering at least as much security to the FCT (see Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Sale of the Cars”).

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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 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.

Sale of the Cars

Ability for PSA Car Dealers to respect their buyback commitments under certain Auto LTL Contracts

All Auto LTL Contracts include a commitment given by a PSA Car Dealer to repurchase the relevant Car at the end of such Auto LTL Contracts. A difficult economic environment, particularly in the automotive sector, or difficulties for the Peugeot and Citroën brands, may result in financial difficulties or bankruptcies amongst such PSA Car Dealers.

However, a simultaneous bankruptcy of many PSA Car Dealers and a reduction in the resale value of the Cars could trigger losses for the FCT.

Market value of Cars

To the extent that, at the end of the corresponding Auto LTL Contract, the relevant PSA Car Dealer is in default under its undertaking pursuant to the Car Buy Back Contract or such Car Buy Back Contract does not apply, the relevant Car is systematically sold by the Seller to third parties. Currently, almost all vehicles, if not sold to a PSA Car Dealer, at the end of the corresponding Auto LTL Contract or following the default of the corresponding Lessee, are sold by way of auction. No assurance can be given that the market for used cars in France will not deteriorate for any reason. Further, no assurance can be given that sale by auction will remain an economically effective method of selling cars nor that the relevant auctioneer will obtain the best possible price for such cars. Such factors may adversely affect the ability of the FCT to make any payments of principal and/or interest due to the Noteholders.

Higher Residual Value risk in case of PSA Group’s bankruptcy

A bankruptcy of the PSA Group may trigger a deterioration of the resale value of the Cars, and a bankruptcy of a certain number of PSA Car Dealers. In such a case, Crédipar or its successor would have to recover a higher number of Cars, which could affect the global resale value of such Cars and trigger losses for the FCT.

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Credit Risk of the Parties to the Transaction Docum ents

The ability of the FCT to make any principal and interest payments in respect of the 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 Notes depends (a) on the ability of the Servicer to service the Purchased Receivables purchased by the Compartment and to recover any amount relating to the Purchased Receivables, (b) the solvency of the Compartment Account Bank, the Specially Dedicated Account Bank and (c) on the ability of the Interest Rate Swap Counterparties to meet their payment obligations under the Interest Rate Swap Agreements.

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 an Interim Payment Date. On an Interim 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, an Interim Payment Date shall only occur once per year 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), (c) and (d) of the 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 (i) on two Information Dates falling in the same calendar year or (ii) on the Information Date immediately following an Interim Payment Date, this shall constitute an Accelerated Amortisation Event.

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. 214-172 of the French Monetary and Financial Code, the Lessees will need to be informed of the change or transfer of all or part of the servicing of the Receivables.

No back-up servicer has been appointed and it may be the case that, if and when the need arises, no substitute servicer could be found that 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. However, the Management Company shall always act in the interest of Noteholders.

No independent investigation - Representations and Warranties

None of the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers have or will make any investigations or searches or verify the characteristics of any of the Purchased Receivables, the Auto LTL Contracts, the Cars or the Obligors or the solvency of the Obligors, each of them relying only on representations made, and on warranties given, by the Seller regarding the Series of Receivables transferred by it to the FCT on each Purchase Date.

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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 Series of 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 French Monetary and Financial Code. Nevertheless, the responsibility for the non-compliance of the Series of 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 Paying Agent, the Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers shall under no circumstance be liable therefor) and the Management Company will therefore rely only on the representations made, and on the warranties given, by the Seller regarding that Series of Receivables.

A specific 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 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 Series of 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 Series of Receivables 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.

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 on-going solvency of the Obligors.

Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Series of 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. 214-175 of the French Monetary and Financial Code to represent the Compartment, and more generally, the FCT as 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 Joint Arrangers, the Joint Lead Managers the Seller, the Servicer, the Obligors, their respective affiliates and the other parties named herein.

For example (but without limitation), such potential conflicts may arise because of the following:

1. In France, Crédipar may hold and/or service claims against the Lessees other than the Purchased Receivables. The interests or obligations of Crédipar 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) 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

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Residual Unitholder, can be considered as economic incentives for Crédipar to comply with its duties under the Transaction Documents;

(b) pursuant to the Master Servicing Agreement:

(i) 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;

(ii) in the event the Compartment and the Seller are respectively the creditors of a same Lessee, and in the absence of any specific instructions from the Lessee in respect of a payment made by the said Lessee to the creditors, the Servicer has undertaken to allocate on a pro rata basis all the amounts paid by the Lessee pari passu between the Seller and the Compartment, in accordance with the respective amounts due to each of them; and

(iii) in the event that Crédipar collects moneys from a Lessee 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 Lessee to that third party (such as any remuneration owed by that Lessee to any maintenance company under any maintenance contract, entered into by that Lessee, as the case may be, in relation to the corresponding Car), the Compartment and the Servicer have agreed that all amounts paid by that Lessee 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 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.

3. 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 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. The fact that Banque PSA Finance will subscribe the Class C Notes on the Closing Date and will undertake not to transfer the Class C Notes may also lead Banque PSA Finance to vote in a manner that may be prejudicial to other Noteholders.

4. 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.

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, the Class C Notes and the Residual Units, (ii) the Class B Notes are senior to the Class C Notes and the Residual Units and (ii) the Class C Notes are senior to the Residual Units.

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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, as the Management Company must act in the interest of all Noteholders and the Residual Unitholders, the agreement of the Residual Unitholders would also be required if such modification affects the interest 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 criteria 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 Personal Data

According to article L. 511-33 of the French 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.

However, pursuant to article L. 511-33 of the French 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 Lessees for the purpose of the transaction described in this Prospectus.

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. 78-17 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) 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 Lessees in relation to the Purchased Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent Purchase Date and to all the outstanding Purchased Receivables (either Performing Receivables or Defaulted Receivables, but excluding such Purchased 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));

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(b) 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 Obligors (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) the possibility to obtain in practice such Decryption Key and to read the relevant data; and

(b) 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 Lessees (as the case may be) before the corresponding Receivables become due and payable (and to give the appropriate payment instructions to the Lessees).

Individual Insurance Contract

Each Auto LTL Contract requires the Lessee to enter into an Individual Insurance Contract relating to the destruction of or damage to the Car, theft of the Car and the personal liability of the Lessee relating to the use of the Car (responsabilité civile illimitée). However, because Crédipar does not track that insurance is maintained on the Car, there can be no assurance that such Individual Insurance Contract is indeed in place or, if in place, will remain in place at all times. However, even if the lessee is not insured or fully insured for the relevant car, his obligation to pay the lease in case of destruction of the car remains the same, which mitigate this risk.

2. RISKS RELATING TO THE FRENCH LAW ASPECTS

Selected French law aspects

Non-arising of some Purchased Receivable

Some of the Purchased Receivables will be future receivables at the time of execution of the corresponding Transfer Document and will not arise unless the Seller takes the necessary action to give rise to such Purchased Receivables; for instance, a Car Sale Receivable will not arise if the Seller does not take the necessary action to sell the relevant Car recovered from the Lessee, as the case may be. For such reason, pursuant to the Master Purchase Agreement, the Seller has undertaken, to the fullest extent possible, to always act in a manner and take the decisions that will lead to the effective arising of the Purchased Receivables which are future receivables as of their Purchase Date (see Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Undertakings of the Seller – Other Undertakings”).

Cars Pledge

The Cars Pledge is created pursuant to, and governed by the general regime regarding pledges over tangible movable assets, which can be without dispossession (sans dépossession) as set out in articles 2333 et seq. of the Civil Code (the “General Regime ”) introduced by Ordinance n°2006-346 dated March 23rd 2006 (the “Ordinance ”). It should be noted that along side the General Regime, the existence of two other sets of provisions, being (i) decree n°53-968 dated September 30th 1953 relating to the credit sale of motor cars (vente à crédit des véhicules automobiles) (the “1953 Decree ”) and (ii) articles 2351 to 2353 of the Civil Code, also introduced by the Ordinance, and which are specifically related to the pledge over terrestrial motor cars and trailers subject to registration (véhicules terrestres à moteurs ou remorques immatriculées) (the “New Specific Regime ”), has raised some debate as to the relevant regime applicable to pledges over motor vehicles of the type of the Cars. Under the Ordinance, the New Specific Regime was to enter in force on a date to be set by a decree and which could not be later than July 1st 2008, but the said decree has not

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been issued yet. The General Regime has been selected as the method for taking a pledge over the Cars given that the New Specific Regime is not in force and the 1953 Decree is not applicable to the Transaction.

The Cars Pledge is granted as security for the due and timely performance of the Pledge Secured Obligations, being all present and future payment obligations of Crédipar, as Seller and Servicer, under the Performance Undertakings, but within the limit of a maximum amount of EUR 582,000,000.

Selected French insolvency law aspects

Specific status of the Seller

The Seller, being licensed as a credit institution (établissement de crédit) by the credit institution by the Credit Institutions and Investment Companies Committee (Comité des Établissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution), is required to comply with specific rules of organisation, reporting requirements and regulatory ratios. In addition, the French Monetary and Financial Code provides that no insolvency proceedings may be opened by a court against a credit institution without having first obtained the opinion (avis) of the French Banking Commission (Commission Bancaire). The latter may also designate a provisory administrator (administrateur provisoire) or a liquidator (liquidateur) of its own, in addition to the administrator (administrateur judiciaire) or, as applicable, the liquidator (liquidateur judiciaire) designated by the relevant court.

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 Lessees 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 Lessees to the Servicer. This risk is mitigated as follows.

In accordance with articles L. 214-173 and D. 214-228 of the French 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 Rental Instalments paid by Lessees 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 corresponding VAT, and the insurance premium and generally the services fees owed by the relevant Lessee, as applicable; and

(ii) to transfer to the Specially Dedicated Bank Account within 3 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 the sale price of any Car sold by any duly licensed auctioneer (commissaire-priseur) in accordance with the procedure set out in Section “Description of the Master Purchase Agreement – Sale of the Cars” standing to the credit of any other of its bank accounts as of the close of business, will be transferred to the Specially Dedicated Bank Account on the Business Day following its receipt), it being provided that the corresponding VAT shall be included in the amounts so transferred.

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Amounts corresponding to VAT and the insurance premium and generally the services fees credited to the Specially Dedicated Bank Account pursuant to paragraph (i) and (ii) above, shall be debited from the Specially Dedicated Bank Account in accordance with the provisions of the Specially Dedicated Account Bank Agreement.

The Servicer has undertaken to transfer to the General Collection Account, by no later than three (3) 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.

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 Commingling Reserve, which shall be equal or greater than the Commingling Reserve Required Amount.

It should be noted that the VAT, and the insurance premium and generally the services fees owed by the relevant Lessee are not being assigned to the FCT and accordingly the FCT will have no right whatsoever on amounts collected in respect of any such amounts, 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 Lessee(s) at the signature date of the Auto LTL Contract.

Continuation of the Auto LTL Contracts – Compliance with the undertakings

As a general matter of French law, in the context of insolvency proceedings, the administrator is allowed to request the judge-in-charge to declare the termination of contracts to which the insolvent entity is a party “if such termination is necessary for the safekeeping of that entity and if such does not excessively affect the interest of the counterparty”(both criteria being subject to the appreciation of the judge), pursuant to article L.622-13-IV. of the French Commerce Code.

However, article L.214-169 of the French Monetary and Financial Code now provides a specific rule for the benefit of the FCT as far as certain types of executory contracts are concerned, as follows: “where the receivable assigned to the securitisation organism results from a simple leasing agreement (contrat de location) or a leasing agreement with purchase option (crédit-bail), the opening of insolvency proceedings as referred to in Book VI of the Commerce Code or of equivalent proceedings pursuant to a foreign law against the renter or the lessor cannot prevent (remettre en question) the continuation of the contract”.

Based on that article, the mere opening of an insolvency proceeding against Crédipar could not prevent the continuation of the Auto LTL Contracts where the corresponding Leasing Receivables have been sold to the FCT.

There is no case law as to the import and interpretation of that specific provision. However, there are arguments which support the view that such specific provision should be interpreted as preventing the administrator to request the termination of the contract pursuant to article L.622-13-IV. of the French Commerce Code, based on the following:

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(i) although that specific provision is older than article L.622-13-IV of the French Commerce Code, it is more specific in nature as it expressly refers to the continuation of the leasing agreements. Because of that specific nature, it should be construed as overruling the more general principle set out in said article L.622-13-IV; and

(ii) the purpose of that specific provision is to make leasing securitisations through FCT more straightforward, by tackling one of the major question surrounding that kind of transactions, being the continuation of the underlying lease contracts. In this respect, the above interpretation is the only way to give some sense and import to that specific provision.

It should be noted that this specific provision does not prevent a Lessee to require the administrator to decide whether it wishes to continue or terminate the Auto LTL Contract pursuant to article L.622-13-III.1° of the French Commerce Code, and, should the Lessee do so, the Auto LTL Contract would be terminated if the administrator does not answer to the Lessee within a one-month period (which period can be decreased or increased up to two months). In practice, a Lessee would not necessarily nor automatically avail itself of taking this available course of action. Regardless of the analysis set out above, the Lessee’s behavior would depend on a number of factors, such as, for instance, whether he is aware of the possibility offered by French law in this respect (bearing in mind that the Transaction would only include businesses, with a cumulated outstanding principal limited to EUR 500,000), whether termination of the Auto LTL Contract makes economic sense for it or how easy it is for the Lessee’s to find a replacement vehicle. Whether maintenance and other services contracts keep on being performed or not after the opening of an insolvency proceedings against Crédipar could also influence the Lessee’s behavior in this respect. In addition, the procedure would be conducted by each Lessee acting individually depending on its own position, it therefore appears as a granular risk.

Transfer of the Cars

The outcome of the insolvency proceedings opened against the Seller may consist of the transfer of the Cars to a third party by way of transfer of the leasing activity of the Seller to that third party. Pursuant to article L.313-8 of the French Monetary and Financial Code, the transferee of an asset being subject to a crédit-bail shall be bound to comply with the provisions of the corresponding lease agreement. However, there is no equivalent legal provision in relation to leasing contracts of the type of the Auto LTL Agreements. Accordingly, it is not possible to foresee from a legal point of view what the consequences of the potential sale of the Cars to a third party would be in the context of Insolvency Proceedings opened against Crédipar.

However, under the terms of the Cars Pledge Agreement, Crédipar, as Pledgor, has undertaken to constitute in favour of the Compartment a pledge without dispossession (gage sans dépossession) pursuant to article 2333 of the French Civil Code, over the Cars corresponding to the Series of Receivables transferred to the Compartment on the Closing Date and on any Subsequent Purchase Date, as security for the due and timely performance of the Pledge Secured Obligations, being all present and future payment obligations of Crédipar, as Seller and Servicer, under the Performance Undertakings, within the limit of a maximum amount of EUR 582,000,000. The Cars Pledge should act as a deterrent for a liquidator or administrator of Crédipar, as the case may be, to attempt to sale the Cars to a third party.

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Economic Incentives

For the purpose of addressing those risks and in particular encouraging (i) the administrator (administrateur judiciaire) or the liquidator (liquidateur judiciaire) of the Seller, to perform the Auto LTL Contracts, in accordance with the provisions thereof, the usual management procedures of the Seller and the provisions of the Transaction Documents, to sell the corresponding Car and to remit the corresponding moneys to the FCT and more generally to comply with the provisions of the Transaction Documents and (ii) a third party purchasing the lease activity of the Seller in the context of insolvency proceedings opened against the Seller, to negotiate with the FCT in order to take on certain of the obligations of the Seller under the Transaction Document, a Performance Reserve shall be funded by the Seller on the Closing Date and adjusted thereafter (although no assurance can be given as to what the results of this economic incentive will actually be).

The amount, timing and conditions of release of such Performance Reserve to the Seller are dependant upon the compliance of the Seller with its obligation to pay to the FCT any amounts due under the Compensation Payment Obligations on the date expected for such payment and structured so as to incentivise the Seller to comply with the said obligation as described above.

Effect of the Cars Pledge in case of insolvency

Impact of hardening period

The Cars Pledge could be challenged in so far has it as been granted or extended during the hardening period (période suspecte), on the basis of article L. 632-1-6° of French Commercial Code, which provides for an automatic nullity of security interest granted during the hardening period to secure past obligations of a debtor and the Compartment would no longer be in a position to enforce the Cars Pledge after the opening of such French Insolvency Proceedings against Crédipar. However, as a mitigant, Crédipar has agreed to deliver a solvency certificate on each Subsequent Purchase Date.

Effect of the Cars Pledge in case of insolvency

During the observation period and, thereafter, in case of safeguard and reorganisation proceedings (procédure de sauvegarde ou de redressement judiciaire) opened in respect of Crédipar, without a sale plan (plan de cession)

In case of safeguard and reorganisation proceedings (procédure de sauvegarde ou de redressement judiciaire), pursuant to article L. 622-7 I indent 2 of the French Commercial Code, the fictive right of lien becomes automatically unenforceable upon the date of the court decision opening the proceedings, and during the observation period (période d’observation) of the proceedings and the period of execution of the safeguard or reorganisation plan (exécution du plan de sauvegarde ou de redressement), as applicable, except if the property is included in a partial sale plan (cession d’activité) pursuant to the terms of article L. 626-1 of the French Commercial Code. Although French law is silent on this point, the main consequences of this unenforceability should be as follows:

(i) the pledgee would have no right to prevent the debtor and/or the insolvency administrator (administrateur judiciaire) from disposing of the property; and

(ii) the creditor would only benefit from its right of priority.

However, to the extent that the proceeds of the sale of the Cars would first be applied to the satisfaction of privileged creditors and then of the FCT, there would be few incentive for the insolvency administrator of Crédipar to attempt to dispose of the Cars, unless it can be satisfied that the sale price will be greater than the outstanding receivables of privileged creditors and of the FCT, which is unlikely to be the case.

In case of the adoption of a sale plan (plan de cession)

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Where, following the observation period (période d’observation), or else directly in liquidation proceedings, the assets being subject to a pledge are included in a sale plan (plan de cession), as a matter of principle, article L. 642-12 §1 to §3 of the French Commercial Code provides that a mere part of the plan proceeds (discretionarily determined by the insolvency court) shall be allocated to the relevant assets for the exercise by the pledgee of its right of priority (droit de préférence). The part of the sale proceeds so allocated is then dispatched in accordance with the legal priorities of payments. However, al. 5 of the same article also provides that such provisions do not impede the exercise by a creditor of its right of lien (droit de rétention) over the relevant assets. This provision, introduced by the Ordinance, reflects the position of the established case law, whereby a pledgee benefiting from a real right of lien (droit de rétention) is entitled to receive full payment of its claim before releasing the relevant assets, notwithstanding the allocation process referred to above.

Article L.642-12 §5 of the French Commercial Code has not yet been tested in court, and it is therefore not possible to give a definitive conclusion on what the import of the fictive right on lien would be in the context of a sale plan, or how practically it would be enforced. However, there are arguments to consider that the aforementioned principles set by case-law for the “real” right of lien, before the introduction of L.642-12 §5, and confirmed by that new provision, should apply to a “fictive” right of lien as well.

In case of liquidation proceeding (procédure de liquidation)

Although French law does not state it clearly, the drafting of article L. 641-3 of the French Commercial Code indicates that in case of liquidation proceedings, the right of lien of the creditor over the property is not affected. In addition, pursuant to article L. 642-20-1 indent 3 of the French Commercial Code, if the relevant property is assigned by the liquidator outside of a sale plan (plan de cession), the effect of the right of lien will be reported on the sale price. Although the law is silent on the effects of this provision, a logical consequence is that the creditor should be satisfied before any other creditor. In a close situation, the French Supreme Court recognized this right to the benefit of the creditor within the framework of a pledge governed by the 1953 Decree, in which the creditor was also granted a “fictive” right of lien.

Change of Law

The structure of the securitisation transaction referred to in this Prospectus is based on French law and French tax, regulatory and administrative practices in effect as at the date of this Prospectus 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 and tax, regulatory or administrative practices which may occur after the date of this Prospectus, 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.

3. RISKS RELATING TO THE NOTES

General

The purchase of the Listed 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 Listed Notes (i) is in compliance with its financial requirements, its targets and situation (or if it is acquiring the Listed 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 Listed Notes for itself or as a trustee); and (iii) is an

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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 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 Listed 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.

Credit Enhancement Provides Only Limited Protection Against Losses

Credit enhancement mechanisms established in respect of the Compartment comprise the subordination of payments to the Class C Noteholders and the Residual Units (and, in respect of the Class A Noteholders only, to the Class B Noteholders) and the existence of a General Reserve. Those mechanisms provide only limited protection to the holders of Listed Notes. Although the credit enhancement mechanisms are intended to reduce the effect of late payments or losses incurred in respect of the Purchased Receivables, the amount of such credit enhancement is limited and, if reduced, the holders of Listed Notes, 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. In the event of an increase of the losses relating to the Purchased Receivables, the General Reserve may be used without the Management Company being in a position to replenish it up to the General Reserve Required Amount. Under such circumstances, the holders of Listed Notes would benefit only from the protection offered by the subordination of payments due to the Class C Noteholders and the Residual Unitholders (and, in respect of the Class A Noteholders only, to the Class B Noteholders).

Greater Risk for the Class B Notes and Class C Note s

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, on any Payment Date during the Amortisation Period on which the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, and on any Payment Date during the Accelerated Amortisation Period, 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, in all circumstances, 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.

The Class C Notes bear greater credit risk than the Listed Notes. This is because payments of principal in respect of the Class C Notes are subordinated to payments of principal in respect of the Listed Notes. In addition, payments of interest in respect of the Class C Notes are subordinated to payments of interest in respect of the Listed Notes (see Section “OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS”).

Other Account only for Specific Purposes

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 of the Servicer only (see Section “RISKS FACTORS – Selected French law aspects – Selected French insolvency law aspects – Commingling”) and shall only be used in case of a breach by the Servicer of a Commingling Reserve Secured Obligation.

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On the Closing Date, the Management Company will ensure that the Custodian, in accordance with the provisions of the Compartment Account Bank Agreement, has opened, in respect of each Interest Rate Swap Counterparty:

(i) a cash account in which any collateral in the form of cash to be transferred by such Interest Rate Swap Counterparty to the FCT, as the case may be, will be held (a “Collateral Cash Account ”); and

(ii) a custody account in which any collateral in the form of securities to be transferred by such Interest Rate Swap Counterparty to the FCT, as the case may be, will be held (a “Collateral Custody Account ” and, both Collateral Custody Accounts together with the Collateral Cash Accounts, 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 and payment of a remuneration on such collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside of any Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest Rate Swap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest Rate Swap Agreement against such amounts (the “Netted Swap Termination Amount ”). Any collateral not applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments.

The proceeds from the liquidation of the collateral corresponding to the Netted Swap Termination Amount may be used by the FCT as deems fit. Collateral amounts will be held separate from and do not form part of the Available Distributable Amount and accordingly, are not available to fund general distributions of the FCT except regarding Netted Swap Termination Amount upon termination of the swap.

Yields to Maturity and Weighted Average Life of the Listed Notes

Although the origination of Rental Instalment Receivables by the Seller has remained stable for the last three years (see Section “DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER”), there is no assurance that in the future the origination of auto leases by the Seller will be sufficient or that all or part of such new leases will meet the Eligibility Criteria. Consequently, the Revolving Period might end prior to its scheduled end date as set out in this Prospectus.

The calculation of the weighted average life of the Listed Notes is subject, among others, to certain assumptions regarding the payment of the Purchased Receivables, the characteristics of the Additional Receivables purchased during the Revolving Period and the hypothetical rates delinquency of the Receivables, which may materially differ from what will be actually observed. The delinquency of the Receivables is influenced by a variety of economic and social factors such as market interest rates, the economic situation of the Lessees and the general economic situation, for which reason it cannot be predicted.

In addition, a high level of deliquency, the occurrence of an Amortisation Event, Accelerated Amortisation Event, Compartment Liquidation Event or Partial Early Amortisation Event may each influence the average lives and the respective yields to maturity of the Notes (see Section “WEIGHTED AVERAGE LIFE OF THE NOTES”).

Interest Rate Risk

The Purchased Receivables corresponding to the Rental Instalments owed under the Auto LTL Contracts incorporate a fixed rate of interest whilst the Listed Notes bear a floating rate of interest based on the relevant EURIBOR Reference Rate. Consequently, the FCT is exposed to an interest rate risk which will be hedged by way of two Interest Rate Swap Agreements, each such Interest Rate Swap Agreement to be entered into between the FCT and an Interest Rate Swap Counterparty. If any of the Interest Rate Swap

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Counterparties does not comply with its undertakings under the relevant Interest Rate Swap Agreement, as applicable, and notwithstanding the substitution mechanism of such Interest Rate Swap Agreement, as applicable, the FCT cannot find a replacement interest rate swap counterparty, the holders of the Listed Notes could be exposed to interest rate risk (see Section “CREDIT STRUCTURE – Description of the Interest Rate Swap Agreements”).

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 Listed Notes, in which case the Listed 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 Listed 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 Distributable 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.

No Liquidity on the Secondary Market – Transfer Res trictions

No assurance can be given as to the development of a secondary market for the Listed Notes (despite the fact that application has been made to list the Class A Notes and the Class B Notes on the Eurolist by Euronext (as operated by Euronext Paris)) or that, if a secondary market does develop, such market will continue for so long as the Listed Notes remain outstanding or will provide holders of Listed Notes 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 Listed Notes.

In addition, the market value of the Listed Notes may fluctuate with changes in prevailing rates of interest. Consequently, any sale of Listed Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of such Listed Notes.

Furthermore, the Listed Notes are subject to certain selling and transfer restrictions, which may further limit their liquidity (see “SUBSCRIPTION AND OFFERING OF THE LISTED NOTES”).

Rating of the Listed Notes

The ratings assigned to the Listed Notes by the Rating Agencies reflect only the views of the Rating Agencies. The ratings address the likelihood of full and timely payment to the holders of Listed Notes of all payments of interest on the Listed Notes and the full and timely payment of principal on the Listed Notes on a date that is not later than the Final Legal Maturity Date. The ratings may not reflect the potential impact of all risks related to the transaction structure, the other risk factors discussed herein, or any other factors that may affect the value of the Listed Notes.

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There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by any of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. Future events, including events affecting the Seller or circumstances relating to the underlying Auto LTL Contracts, or the automobile industry generally, could also have an adverse impact on the ratings of the Listed Notes. A credit rating is not a recommendation to buy, sel l or hold securities and may be subject to revision, suspension or withdrawal at an y time by the assigning rating organisation.

4. TAX AND OTHER CONSIDERATIONS

Withholding Tax

Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificative pour 2009) # 2009-1674 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 French 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 238-0 A of the French Tax Code (a “Non-Cooperative State ”). If such payments under the Notes are made in a Non-Cooperative State, a 75% 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 French Tax Code.

Notwithstanding the foregoing, the Law provides that the 75% withholding tax will not apply if the FCT can prove that the principal purpose and effect of a particular issue of Notes were not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the “Exception “). Pursuant to the official doctrine of the French tax authorities (BOI-RPPM-RCM-30-10-20-50-20120912, §§ 70 and 80), an issue of Notes will be deemed to have a qualifying purpose and effect, and accordingly will be able to benefit from the Exception, if such Notes are:

(i) offered by means of a public offer within the meaning of article L.411-1 of the French 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

(ii) 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

(iii) 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.561-2 of the French 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 the Class B Notes and, subject to their effective listing, the Exception will apply in respect of such Class A Notes and/or Class B Notes.

Consequently, under current law, all payments of principal or interest by the FCT in respect of the Listed Notes will, subject to their effective listing, 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 162. However, there can be no assurance that the law or practice will not change.

Pursuant to Article 9 of the French Finance Act for 2013 (loi de finances pour 2013) # 2012-1509 dated 29 December 2012, subject to certain limited exceptions, interest received from 1 January 2013 by

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French tax resident individuals is subject to a 24% withholding tax, which is deductible from their personal income tax liability in respect of the year in which the payment has been made. Social contributions (CSG, CRDS and other related contributions) are also generally levied by way of withholding tax at an aggregate rate of 15.5% on interest paid to French tax resident individuals.

In the event withholding taxes are imposed in respect of payments due to holders of Notes, neither the FCT, the Compartment, the Paying Agent (in respect of the Listed 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.

Withholding pursuant to the U.S. Foreign Account Ta x Compliance Act

Pursuant to the U.S. Foreign Account Tax Compliance Act (“FATCA”), the FCT, and other non-US financial institutions through which payments on the Notes are made, may be required to withhold U.S. tax on all, or a portion of, payments made after 31 December 2016 on any Notes issued or materially modified on or after the date that is six months following the issuance of final regulations defining "foreign passthru payments" for purposes of FATCA (and on securities which are treated as equity for U.S. federal income tax purposes, whenever issued). Such withholding by the FCT, and other non-US financial institutions through which payments on the Notes are made, may be required, inter alia, where (i) the FCT or such other non-US financial institution is a foreign financial institution (“FFI”) (as defined in FATCA) which enters into and complies with an agreement with the U.S. Internal Revenue Service to provide certain information on its account holders (making the FCT a “Participating FFI ”), and (ii)(a) an investor does not provide information sufficient for the relevant Participating FFI to determine whether the investor is subject to withholding under FACTA, or (b) any FFI through which payment on such Notes is made is not a Participating FFI or otherwise exempt from FATCA withholding. If an amount of, or in respect of, U.S. withholding tax were to be deducted or withheld from interest, principal or other payments on the Notes as a result of FATCA, neither the FCT nor any other person would, pursuant to the respective terms and conditions of the Notes, be required to pay any additional amount as a result of the deduction or withholding of such tax. If the FCT is not a Participating FFI, the FCT also may suffer U.S. withholding tax under FATCA on certain payments it receives. The rules governing FATCA have not yet been fully developed in this regard and the future application of FATCA to the FCT and the Notes is uncertain. Investors should consult their own tax advisors to determine how these rules may apply to payments they will receive under the Notes.

FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE FCT, THE NOTES AND THE HOLDERS IS UNCERTAIN AT THIS TIME. EACH HOLDER OF NOTES SHOULD CONSULT ITS OWN TAX ADVISOR TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT EACH HOLDER IN ITS PARTICULAR CIRCUMSTANCE.

European Market Infrastructure Regulation

On 16 August 2012 the European Market Infrastructure Regulation (European Regulation 648/2012, "EMIR") entered into force. EMIR provides that certain OTC derivatives shall be subject to a central clearing obligation and for, inter alia, additional requirements with regard to regulatory capital, margin posting, reporting and recordkeeping. EMIR will be fully implemented by regulatory technical standards developed by the European Securities and Market Authority ("ESMA"). An exhaustive enumeration of OTC derivatives which will be subject to the clearing obligation, the additional requirements (such as margin posting etc.) and the applicable exemptions thereto is at the date of this Prospectus yet to be finalised. The Compartment may be exempted from certain EMIR requirements; however, it is to date unclear, if and to what extent such exemptions will apply to the Compartment. If the Compartment is not or not fully exempted from EMIR requirements, there is a risk that the Compartment will incur additional costs and expenses in order to comply with the obligations imposed by EMIR and the regulatory technical standards on the Issuer. This may affect the obligations of the Compartment under the Notes.

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The full spectrum of risks resulting of the implementation of EMIR as per the technical standards released by ESMA and, as the case may be, by the French Legislator and the Autorité des Marchés Financiers, is not yet known. Investors should be aware that such risks may be material and that the FCT could be materially and adversely affected thereby. As such, investors should consult their own independent advisers and make their own assessment about the potential risks arising from EMIR and the implementation of technical standards in making any investment decision in respect of the Listed Notes.

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 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 Listed 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.

Retention and disclosure requirements

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 "Basel II Framework ") in June 2004. In November 2005, the Committee issued an updated version of the Basel II Framework. On 4 July 2006, the Committee issued a comprehensive version of the Basel II Framework. This Basel II 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 Basel II 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 were required to be implemented from January 2008.

The Committee announced in April 2008 that it would take steps to strengthen certain aspects of the Basel II 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 2009. 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 2008. 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”).

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In particular, article 122a of the CRD 2 (”article 122a ”), as implemented in France by 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 ”):

- 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; and

- 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,

and failure to comply with one or more of the requirements set out in article 122a results in the imposition of a penalty capital charge on the notes acquired by the relevant investor.

On 16 December 2010 and 13 January 2011, the Committee has approved significant changes to the Basel II Framework (commonly known as “Basel III ”).

In particular, the changes introduced by Basel III refer to, amongst other things:

- a complete review of the capital standards in order to strengthen both the level and quality of Bank capital adequacy;

- the introduction of a minimum leverage ratio for financial institutions; and

- the introduction of short-term and longer-term standards for funding liquidity (referred to as the "Liquidity Coverage Ratio" and the "Net Stable Funding Ratio").

On 20 July 2011, the European Commission published its proposals to implement in Europe the international standards of Basel III. The European Commission’s proposals comprise a draft regulation (“Capital Requirements Regulation ” or “CRR”) and a draft directive (“Capital Requirements Directive ” or “CRD”) (together, “CRD IV”). On 16 April 2013, the European Parliament approved the CRD IV proposals with amendments and on 20 June 2013, CRD IV was adopted by the Council of Ministers. On 27 June 2013, CRR and CRD were published in the Official Journal of the European Union.

CRD IV measures will be implemented by the relevant authorities starting from 1 January 2014. It should be noted that, while Member States have to transpose the CRD into national law, the CRR is directly applicable which means that it should take immediate effect in all Member States in the same way as a national instrument without further action.

Prospective noteholders should, in particular, make themselves aware of the requirements of articles 404 to 410 of the Capital Requirements Regulation, as such articles may replace, amend and/or supplement the provisions of article 122a, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes.

At the date of this Prospectus, the 5% minimum net economic interest referred to above is retained by Banque PSA Finance and Crédipar by the holding of all of the Class C Notes and all of the Residual Units issued by the FCT and, pursuant to the Class C Notes and Residual Units Subscription Agreement, Banque PSA Finance has undertaken in favour of the FCT not to transfer any Class C Note until the Compartment Liquidation Date and Crédipar has undertaken in favour of the FCT not to transfer any Residual Unit until the Compartment Liquidation Date.

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 (as the same may

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be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation) and its own situation and obligations in this respect.

Article 122a (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation) 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.

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 (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation) should seek guidance from their regulator. Similar requirements to those set out in article 122a (as the same may be replaced, amended and/or supplemented by the provisions of articles 404 to 410 of the Capital Requirements Regulation) 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.

The implementation of Basel II and Basel III has and will continue to bring about a number of substantial changes to the current capital requirements, prudential oversight and risk-management systems. The implementation of Basel II and Basel III could affect the risk weighting of the Listed Notes for investors. Accordingly, recipients of this Prospectus should consult their own advisers as to the regulatory capital requirements in respect of the Notes and as to the consequences to and effect on them of the application of Basel II and Basel III as implemented by their own regulator, to their holding of any Listed Notes. The FCT is not responsible for informing the Noteholders of the effects of the changes to risk-weighting which will result for investors from the adoption by their own regulator of Basel II and Basel III.

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 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.

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Transparency Directive

In December 2004, Directive 2004/109/EC (the "Transparency Directive" ) was formally adopted. The Transparency Directive relates to information about the issuers whose securities are admitted to trading on a regulated market in the European Union such as the Eurolist by Euronext. The Transparency Directive is required to be implemented in EU member states by 20 January 2007. Should the Transparency Directive impose requirements on the FCT which the Management Company determines to be unduly burdensome or not in the best interests of the Noteholders, the FCT may request the holders of Listed Notes to vote on a de-listing of the Listed Notes pursuant to the holders of Class A Notes consultation and voting rules set forth in the section “Terms and Conditions of the Notes”. If required by the holders of Listed Notes, the FCT will use its best endeavours to obtain an alternative admission to listing, trading and/or quotation for the Listed Notes by another listing authority, exchange and/or system or market outside the European Union (or on an alternative non-regulated market in the European Union) and outside the United States, as the FCT may decide, so that the Transparency Directive would not apply to the FCT in any case. If such an alternative admission is not available to the FCT or is, in the FCT's reasonable opinion, unduly burdensome, an alternative admission may not be obtained. Although no assurance is made as to the liquidity of the Listed Notes as a result of the listing on the Eurolist by Euronext, de-listing the Listed Notes from such regulated market may have a material effect on the ability to resell the Listed Notes in the secondary market.

Banking resolution

The French Parliament voted in July 2013 a law relating to the separation and regulation of banking activities (Law n°2013-672 of 26 July 2013 relating to the separation and regulation of banking activities) (the “Act ”). The Act anticipates the transposition of the Directive establishing a framework for the recovery and resolution of credit institutions and investment firms which is still in draft and is currently being examined by the EU legislator. The Act includes provisions relating to many regulatory areas such as (i) the separation of activities within banking groups, (ii) transparency over offshore activities and restriction on commodity derivative activities, (iii) the compensation framework within the banking sector, (iv) the banking resolution regime, (v) macro prudential supervision or (vi) powers granted to investigation parliamentary commissions over financial activities. Regarding the banking resolution regime, the Act provides that systemic important credit institutions should prepare (on an individual or consolidated basis) a recovery plan (plan préventif de rétablissement) which would be answered with a resolution plan (plan préventif de résolution) prepared by the Autorité de contrôle prudentiel et de résolution (the “ACPR”) and implementing the tools and measures in a resolution situation. The Act has entered into force on 27 July 2013. However, certain of the implementing rules are to be subsequently decided by the Ministry of finance and enacted by one or several decrees (together, the “Decree ”) which has not been adopted yet. The Decree should provide, in particular, for the thresholds triggering the application of the French banking resolution regime to certain credit institutions and the conditions of such application to groups of credit institutions. The content of the Decree and on the timeline for its adoption are unknown to date and at today’s date, it is uncertain whether the Act is actually applicable to any of the French credit institutions involved or which may be involved in the Programme. The ACPR is granted with wide powers, from removing the executive officers, to the transfer of activities of the institution in default and the write off or write down of capital or debt instruments. In particular, the ACPR may implement the resolution plan of the relevant entity, which may include in particular but without limitation one or several of the following measures:

� a transfer or assign all or part of the business on the basis of an universal transfer of rights and obligations relating to such transferred or assigned business;

� the use of a bridge bank which would receive, for a limited period of time, any or all of the assets or rights of the institution under resolution;

� restrict or prohibit the carrying out of any particular activity (opérations);

� suspend the right to accelerate the term, terminate whole or part of any arrangement and enforce netting provisions governed by Article L. 211-36-1 of the French Monetary and Financial Code until 5.00 p.m. the day following the publication of the decision, in accordance with practicalities which shall be specified in the Decree;

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� assets, rights and obligations subject to agreements including close-out netting provisions governed by Article L. 211-36-1 of the French Monetary and Financial Code and their ancillary rights may only be transferred as a whole; such transfer is effective notwithstanding any contractual provisions to the contrary; and

� the counterparties to agreements including close-out netting provisions governed by Article L. 211-36-1 of the French Monetary and Financial Code shall not enforce the close-out netting provisions for the sole reason that the ACPR has taken one of the resolution measures, except if those measures consist in (i) the transfer or assignment of all or part of the business of the defaulting institution to a third party or the use of a bridge bank and (ii) such agreements fail to be so transferred or assigned to such third party or bridge bank and remain with the defaulting institution.

Should a French credit institution which is a counterparty to the FCT be or become at some point subject to the Act, the above provisions would apply notwithstanding any provision to the contrary in the Transaction Documents, which may affect the enforceability of the Transaction Documents executed by such counterparty.

Liability under the Notes – Direct Exercise of Righ ts

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 Account Bank, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Joint Arrangers, the Joint Lead Managers, the Interest Rate Swap Counterparties 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, the Class B Noteholders Representative and the Class C Noteholder Representative (each, as defined in section "TERMS AND CONDITIONS OF THE NOTES") and the powers of the General Meeting of the Class A Noteholders, the General Meeting of the Class B Noteholders and the General Meeting of the Class C 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 which 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.

The risks described above are the principal risks inherent in the transaction for the Noteholders or the Residual Unitholders, but the inability of the Compartment to pay interest, principal or other amounts on or in connection with the Notes and the Residual Units may occur for other reasons and the Management Company and the Custodian do not represent that the above statements regarding the risks of holding the Notes or the Residual Units are exhaustive. Although the various structural elements described in this Prospectus aim at lessening some of these risks for Noteholders or Residual Unitholders, there can be no assurance that these measures will be sufficient to ensure payment, on a timely basis or at all, to Noteholders or to Residual Unitholders of interest, principal or any other amounts on or in connection with the Notes or the Residual Units.

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Financial Transaction Tax

On 14 February 2013, the EU Commission adopted a proposal for a Council Directive (the “Draft Directive ”) on a common financial transaction tax (“FTT”). According to the Draft Directive, the FTT shall be implemented and enter into effect in eleven EU Member States (Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Spain, Slovakia and Slovenia; the “Participating Member States ”) on 1 January 2014.

Pursuant to the Draft Directive, the FTT shall be payable on financial transactions provided there is a financial institution established or deemed established in a Participating Member State which is a party to the financial transaction, or is acting in the name of a party to the transaction. The FTT shall, however, not apply to (inter alia) primary market transactions referred to in Article 5 (c) of Regulation (EC) No 1287/2006, including the activity of underwriting and subsequent allocation of financial instruments in the framework of their issue.

The rates of the FTT shall be fixed by each Participating Member State but for transactions involving financial instruments other than derivatives shall amount to at least 0.1 per cent. of the taxable amount. The taxable amount for such transactions shall in general be determined by reference to the consideration paid or owed in return for the transfer. The FTT shall be payable by each financial institution established or deemed established in a Participating Member State which is a party to the financial transaction, acting in the name of a party to the transaction or where the transaction has been carried out on its account. Where the FTT due has not been paid within the applicable time limits, each party to a financial transaction, including persons other than financial institutions, shall become jointly and severally liable for the payment of the FTT due.

Prospective holders should therefore note, in particular, that any sale, purchase or exchange of the Notes may be subject to the FTT at a minimum rate of 0.1 per cent. provided the abovementioned prerequisites are met. The holder may be liable to itself pay this charge or reimburse a financial institution for the charge, and/or the charge may affect the value of the Notes.

The Draft Directive is still subject to negotiation between the Participating Member States and therefore may be changed at any time. Moreover, onc e the Draft Directive has been adopted (the “FTT Directive”), it will need to be implemented in to the respective domestic laws of the Participatin g Member States and the domestic provisions implement ing the FTT Directive might deviate from the FTT Directive itself. Once the FTT Directive has be en implemented, it may reduce the liquidity in the secondary market for the Listed Notes. Prospective holders of the Notes should consult their own tax advisers in relation to the consequences of the FTT associated with subscribing for, purchasing, holding and disposing of the Notes.

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OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDIN G 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, as of the Closing Date, 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 Payment Date falling twenty four (24) months after the Closing Date, provided that no Amortisation Event, 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 Subsequent Selection Date, the Seller shall select Additional Receivables which comply with the Eligibility Criteria and which ensure that the Global Portfolio Limits will be complied with on the immediately following Subsequent Purchase Date;

(b) on each Subsequent Purchase Date, the Compartment may purchase from the Seller Additional Receivables which comply with the Eligibility Criteria and which ensure that the Global Portfolio Limits will be complied with on that Subsequent Purchase Date, in accordance with and subject to the terms and conditions of the Master Purchase Agreement and the applicable Priority of Payments (see Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT“ – “Assignment on any Subsequent Purchase Date”);

(c) before any Subsequent Purchase Date, the Management Company will instruct the Custodian and the Compartment Account Bank, as necessary, to pay to the Seller the aggregate of the Purchase Price of the Additional Receivables to be transferred by the Seller to the FCT on such Subsequent Purchase Date, by debiting the Principal Account on the relevant Payment Date, provided that the aggregate of all such 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 Subsequent Purchase Date and such amount shall be paid on the immediately following Payment Date, in accordance with and subject to the applicable Priority of Payments;

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(d) on any Subsequent Purchase Date, the Management Company will allocate exclusively to the Compartment the Additional Receivables purchased from the Seller on that date;

(e) on each Payment Date, according to the applicable Priority of Payments (except following the occurrence of a Partial Early Amortisation Event), the Noteholders shall only be entitled to receive payments of interest, provided that in the event that the Available Distributable Amount is insufficient:

(i) to pay in full the Class A Interest Amounts, the Class B Interest Amounts and the Class C Interest Amounts due on such Payment Date, the Class A Interest Amounts will be paid in priority to the Class B Interest Amounts and the Class C Interest Amounts, and the Class B Interest Amounts will be paid in priority to the Class C Interest Amounts;

(ii) to pay the whole of the Class A Interest Amounts due on such Payment Date, such Class A Interest Amounts will be paid to the Class A Noteholders on a pro rata and pari passu basis;

(iii) to pay the whole of the Class B Interest Amounts due on such Payment Date, such Class B Interest Amounts will be paid to the Class B Noteholders on a pro rata and pari passu basis,

(iv) to pay the whole of the Class C Interest Amounts due on such Payment Date, such Class C Interest Amounts will be paid to the Class C Noteholders on a pro rata and pari passu basis,

and the Management Company will calculate the Class A Notes Interest Shortfall and/or the Class B Notes Interest Shortfall and/or the Class C Notes Interest Shortfall, if any. The Class A Notes Interest Shortfall and/or, as the case may be, the Class B Notes Interest Shortfall and/or, as the case may be, the Class C Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the next Payment Date to the extent of the Available Distributable Amount and subject to the applicable Priority of Payment, provided that neither the Class A Interest Shortfall nor the Class B Notes Interest Shortfall nor the Class C Notes Interest Shortfall bear interest;

(f) on each Payment Date, the Management Company will instruct the Compartment Account Bank, under supervision of the Custodian, to pay directly (1) to the Seller all amounts of interest received from the investment of the General Reserve standing to the credit of the General Reserve Account; and all amounts of interest received from the investment of the Performance Reserve standing to the credit of the Performance Reserve Account and (2) to the Servicer all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account;

(g) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the relevant services providers the Compartment Expenses due and payable on such date;

(h) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Interest Rate Swap Counterparties the relevant amounts due under the relevant Interest Rate Swap Agreement;

(i) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall transfer to the credit of the Principal Account, an amount equal to the Principal Deficiency Amount as calculated by it in respect of such Payment Date;

(j) on the Payment Date following the occurrence of a Partial Early Amortisation Event, the Management Company shall pay to the Noteholders on a pro rata and pari passu basis the Partial Early Amortisation Amount;

(k) on each Payment Date, the Residual Units will only receive payments of interest according to the Interest Priority of Payments; and

(l) 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.

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Conditions Precedent to the purchase of Additional Receivables

According to the provisions of article L. 214-169 of the French Monetary and Financial Code and of the Compartment Regulations, the FCT is entitled to purchase Series of Receivables which comply with the Eligibility Criteria from the Seller after the First Purchase Date for their exclusive allocation to the Compartment by the Management Company. The Series of 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 Series of Receivables originated by the Seller after that First Purchase Date. Consequently, the FCT has agreed to purchase from the Seller additional Series of Receivables which must comply with the Eligibility Criteria, 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 Additional Receivables are or will be satisfied on each Subsequent Purchase Date:

(a) no Amortisation Event has occurred or will occur on such Subsequent Purchase Date;

(b) no Accelerated Amortisation Event has occurred or will occur on such Subsequent Purchase Date;

(c) no Compartment Liquidation Event has occurred or will occur on such Subsequent Purchase Date;

(d) the Seller has duly performed all its obligations towards the FCT under the Transaction Documents and complies with its representations and warranties expressed to be made or repeated thereunder;

(e) the servicing of the Purchased Receivables has not been transferred to any other entity pursuant to the applicable provisions of the Master Servicing Agreement;

(f) 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;

(g) 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, provided, however, that the Management Company, the Seller and the Servicer have agreed that any merger, demerger, contribution in part or in whole of assets or in any other way between the Seller and any entity within the PSA Group including any change into another corporate form or branch, will not constitute a circumstance which may impair the purchase of eligible Series of Receivables from the newly established entity, to the extent that all the other conditions precedent referred to in this section have been fulfilled;

(h) the purchase from the Seller by the FCT of Receivables which comply with the Eligibility Criteria after the First Purchase Date for exclusive allocation by the Management Company to the Compartment 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 Listed Notes;

(i) on any relevant date, the Seller has credited the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount;

(j) on any relevant date, the Servicer has credited 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;

(k) the Servicer has duly performed all its obligations towards the FCT under the Master Servicing Agreement (other than the obligation referred to in paragraph (f) and (j) above) or, in the case of a breach of any such obligations, such breach has been remedied within five (5) Business Days following the relevant Information Date and complies with its representations and warranties expressed to be made or repeated on each Subsequent Purchase Date;

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(l) 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;

(m) immediately following the purchase of the Additional Receivables by the FCT on that Subsequent Date, each Global Portfolio Limit (taking into account any such Additional Receivables) shall be complied with;

(n) no breach of any Pledge Secured Obligations has occurred and is continuing; and

(o) the relevant supplemental pledge statement, for the purpose of the inclusion in the scope of the Cars Pledge (assiette du gage) of the Cars corresponding to the Series of Receivables transferred to the FCT on that Subsequent Purchase Date and the formalisation of the removal from the scope of the Cars Pledge (assiette du gage) of the Cars released in accordance with the Cars Pledge Agreement has been executed by the Management Company, the Custodian and the Pledgor and the previous supplemental pledge statement (or, in relation to the Subsequent Purchase Date immediately following the First Purchase Date, the initial pledge statement) has been registered with the registrar of the Commercial Court (Greffe du Tribunal de commerce) of the place of incorporation of the Pledgor.

Methods of Purchase of Additional Receivables

The procedure for the purchase of Additional Receivables from the Seller after the First Purchase Date 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 will notify the Seller of the Available Purchase Amount on the relevant Subsequent Purchase Date, provided that the total Purchase Price of the Series of Receivables which may be purchased from the Seller in aggregate on any Subsequent Purchase Date shall not be higher than the Available Purchase Amount notified to it by the Management Company no later than two (2) Business Days prior to such Subsequent Purchase Date;

2. on the Subsequent Selection Date, the Seller will send to the Management Company a Purchase Offer including Series of Receivables randomly selected on such Subsequent Selection Date within the series of receivables which comply with the Eligibility Criteria and a Purchase Price which shall not be higher than the Available Purchase Amount;

3. 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 Additional Receivables which are offered for purchase at the relevant Subsequent Purchase Date comply with the applicable Eligibility Criteria as at such Subsequent Purchase Date, 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 therefor);

4. on receipt of the Purchase Offer, the Management Company shall verify whether the conditions precedent set out in the Master Purchase Agreement to the purchase of Series of Receivables on a Subsequent Purchase Date are fulfilled and shall indicate its reasonable intention or reasonable refusal to purchase some or all of the Additional Receivables stated in the Purchase Offer;

5. pursuant to the provisions of articles L. 214-168 to L.214-175 and L. 214-180 to L. 214-186 of the French Monetary and Financial Code, the Additional Receivables shall be assigned by the Seller to the FCT by the delivery by the Seller, on the Subsequent Purchase Date, to the Management Company of a duly signed Transfer Document strictly complying with the form of Transfer Document set out in the Master Purchase Agreement, together with a computer file identifying and individualising (désignant et individualisant) the Additional Receivables;

6. if applicable, the Management Company will accept the Purchase Offer by signing the Transfer Document at the latest on the relevant Subsequent Purchase Date. The Management Company will

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provide the Seller with a certified copy of the duly signed Transfer Document and deliver the original to the Custodian; and

7. the Management Company will give the necessary instructions to the Custodian and the Compartment Account Bank to ensure that in respect of each Series of Receivables the Purchase Price will be debited from the Principal Account on the relevant Payment 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 Series of Receivables originated by the Seller satisfies, temporarily or partially, the Eligibility Criteria applicable to the Series of Receivables or to the extent that the conditions precedent to purchase are not fulfilled. Consequently, the amounts otherwise allocated by the Management Company to the payment of the Purchase Price of such Series of Receivables will be retained by the FCT in the Principal Account for the purpose of subsequent purchases save to the extent that such a suspension becomes definitive due to a Purchase Shortfall, thereby triggering an Amortisation Event.

Partial Early Amortisation

Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on four (4) successive Purchase Dates, the aggregate of the Contract Outstanding Balance in respect of all Performing Receivables, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Contract Outstanding Balance of the related Series of Receivables which are sold by the Seller on the relevant Purchase Date) is less than or equal to ninety (90) per cent. (but strictly greater than eighty (80) per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes, the Initial Principal Amount of the Class B Notes and the Initial Principal Amount of the Class C Notes, then, on the immediately following Payment Date, the Class A Notes, the Class B Notes and the Class C 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 Payment Date, for the purpose of such Partial Early Amortisation, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes, the Class B Notes and the Class C Notes, on a pari passu basis and pro rata the Principal Amount Outstanding of the Class A Notes, the Class B Notes and of the Class C Notes.

For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes, the Class B Notes and the Class C 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 Payment Date falling on 30 November 2015 (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.

Amortisation Event

The occurrence of any of the following events during the Revolving Period shall constitute an “Amortisation Event ”:

(a) a Purchase Shortfall occurs; or

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(b) on a Calculation Date, the Average Delinquency Ratio is in excess of 3.5%; or

(c) at the close of a given Payment Date during the Revolving Period, the Global Portfolio Limits are not complied with; or

(d) Banque PSA Finance (i) becomes insolvent, is subject to one of the proceedings set out in book VI of the French Commercial Code, (ii) has its credit institution license withdrawn or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel et de Résolution due to an insolvency risk; or

(e) 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

(f) a Servicer Termination Event occurs (other than an event constituting an Accelerated Amortisation Event under (i) or (iii) of the definition of Accelerated Amortisation Event); or

(g) a Principal Deficiency Shortfall occurs; or

(h) the termination of any Back-to-Back Swap Agreement where Banque PSA Finance is the defaulting party or the sole affected party; or

(i) the Seller is a subject to a reorganisation, spin-off or transferring of a substantial part of business or assets; or

(j) on a Payment Date during the Revolving Period (after application of the Interest Priority of Payments), the balance of the General Reserve Account is lower than the General Reserve Required Amount on such date; or

(k) Crédipar has breached any of its Pledge Secured Obligations; or

(l) on any Settlement Date, the Seller has failed to credit the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount and has not remedied such default within five (5) Business Days.

Operation of the Compartment during the Amortisation Period

During the Amortisation Period, the Compartment shall operate as follows:

(a) 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;

(b) on each 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 Distributable Amount is insufficient:

(i) to pay in full the Class A Interest Amounts, the Class B Interest Amounts and the Class C Interest Amounts due on such Payment Date, the Class A Interest Amounts will be paid in priority to the Class B Interest Amounts and the Class C Interest Amounts, and the Class B Interest Amounts will be paid in priority to the Class C Interest Amounts;

(ii) to pay in full the Class A Interest Amounts due on such Payment Date, such Class A Interest Amounts will be paid to the Class A Noteholders on a pro rata and pari passu basis;

(iii) to pay in full the Class B Interest Amounts due on such Payment Date, such Class B Interest Amounts will be paid to the Class B Noteholders on a pro rata and pari passu basis;

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(iv) to pay in full the Class C Interest Amounts due on such Payment Date, such Class C Interest Amounts will be paid to the Class C 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 and/or the Class C Notes Interest Shortfall, and provided that if, on any Payment Date, a Class A Interest Shortfall or Class B Interest Shortfall has arisen, this shall constitute an Accelerated Amortisation Event.

(c) on each 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, the Class B Principal Payments and the Class C Principal Payments, respectively, (to the extent of the Available Distributable Amount, as calculated by the Management Company) provided that if, on such Payment Date, the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Notes and the Class B Notes will be redeemed on a pro rata and pari passu basis and if on any such Payment Date, the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, the Class B Notes will not amortise if any Class A Notes remains outstanding and that the Class C Notes will start to be redeemed only after the Class A Notes and the Class B Notes have been redeemed in full (see Section “TERMS AND CONDITIONS OF THE NOTES”);

(d) on each Payment Date, the Management Company will instruct the Compartment Account Bank, under the supervision of the Custodian, to pay directly to Crédipar:

(i) all amounts of interest received from the investment of the General Reserve standing to the credit of the General Reserve Account;

(ii) all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account; and

(iii) all amounts of interest received from the investment of the Performance Reserve standing to the credit of the Performance Reserve Account;

(e) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the relevant services providers the Compartment Expenses due and payable on such date;

(f) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Interest Rate Swap Counterparties the relevant amounts due under the relevant Interest Rate Swap Agreement;

(g) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall transfer to the credit of the Principal Account, an amount equal to the Principal Deficiency Amount as calculated by it in respect of such Payment Date;

(h) on each Payment Date, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to the Seller as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the General Reserve Required Amount applicable on the previous Payment Date over (y) the current General Reserve Required Amount (if any), in accordance with the Interest Priority of Payments;

(i) on each Payment Date, the Management Company shall repay to the Servicer any amount by which the Commingling Reserve exceeds the then applicable Commingling Reserve Required Amount, outside any Priority of Payments; and

(j) on each Payment Date, the Residual Units shall only receive payments of interest in accordance with the Interest Priority of Payments and, on the Compartment Liquidation Date, an amount equal to the Liquidation Surplus as final payment in principal and interest in accordance with the Principal Priority of Payments.

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By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on an Interim 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), (c) and (d) 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 on the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero and (ii) the Final Legal Maturity Date.

Accelerated Amortisation Event

If:

(i) on any Payment Date, a Class A Interest Shortfall or Class B Interest Shortfall has arisen; or

(ii) the Servicer fails to provide the Management Company with its Monthly Servicer Report (i) on two Information Dates falling in the same calendar year or (ii) on the Information Date immediately following an Interim Payment Date; or

(iii) on a Calculation Date, the Principal Deficiency Amount is higher than 50% of the Principal Amount Outstanding of the Class C Notes; or

(iv) Crédipar (a) becomes insolvent, is subject to one of the proceedings set out in book VI of the French Commercial Code, (b) has its credit institution licence withdrawn or (c) is subject to injunctions made by the Autorité de Contrôle Prudentiel et de Résolution due to an insolvency risk,

this shall constitute an “Accelerated Amortisation Event” .

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) 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;

(b) on each Payment Date, the Class A Noteholders, the Class B Noteholders and the Class C 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, of the Principal Amount Outstanding of the Class B Notes, of the Class C Interest Amounts and of the Principal Amount Outstanding of the Class C Notes, respectively as calculated by the Management Company (see Section “TERMS AND CONDITIONS OF THE NOTES – Interest and Redemption”), provided that:

(i) payments of principal in respect of the Class A Notes shall be subordinated to payments of interest in respect of the Class B Notes;

(ii) no payment of principal in respect of the Class B Notes shall take place before the redemption in full of the Class A Notes;

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(iii) payments of interest in respect of the Class C Notes shall be subordinated to payments of principal in respect of the Class B Notes;

(iv) no payment of principal in respect of the Class C Notes shall take place before the redemption in full of the Class B Notes;

(iii) in the event that the Available Distributable Amount is insufficient:

(A) to pay in full the Class A Interest Amounts due on any Payment Date, such Class A Interest Amounts are paid to the Class A Noteholders on a pro rata and pari passu basis with the payment of the fees due to the Paying Agent;

(B) to pay in full the Principal Amount Outstanding of the Class A Notes on any 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;

(C) to pay in full the Class B Interest Amounts due on any Payment Date, such Class B Interest Amounts are paid to the Class B Noteholders on a pro rata and pari passu basis ;

(D) to pay in full the Principal Amount Outstanding of the Class B Notes at any Payment Date, any principal payable to the Class B Noteholders is paid to the Class B Noteholders on a pro rata and pari passu basis;

(E) to pay in full the Class C Interest Amounts due on any Payment Date, such Class C Interest Amounts are paid to the Class C Noteholders on a pro rata and pari passu basis ; and

(F) to pay in full the Principal Amount Outstanding of the Class C Notes at any Payment Date, any principal payable to the Class C Noteholders is paid to the Class C Noteholders on a pro rata and pari passu basis;

(c) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the relevant services providers the Compartment Expenses due and payable on such date;

(d) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Interest Rate Swap Counterparties the relevant amounts due under the relevant Interest Rate Swap Agreement;

(e) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall transfer to the credit of the Principal Account, an amount equal to the Principal Deficiency Amount as calculated by it in respect of such Payment Date; and

(f) on the Compartment Liquidation Date, the Management Company shall pay to the holder of the Residual Units an amount equal to the Liquidation Surplus as final payment in principal and interest.

CALCULATIONS OF AVAILABLE COLLECTIONS

Pursuant to the Master Servicing Agreement, the Servicer has undertaken to reconcile the Available Collections paid into the Specially Dedicated Bank Account with the Purchased Receivables no later than 5 Business Days after their credit on such account and then to immediately transfer the relevant Available Collections from the Specially Dedicated Bank Account to the General Collection Account.

During the Revolving Period, no later than two (2) Business Days prior to 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 Available Purchase

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Amount, on the basis of the information contained in the Monthly Servicer Report provided to the Management Company on the relevant Information Date, including the Collections Adjustment

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, including the Collections Adjustment.

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 amounts constituting the Available Interest Amount and the Available Principal Amount which shall be transferred on the immediately following Settlement Date to, respectively, the Interest Account and the Principal Account from the General Collection Account and the General Reserve Account.

ALLOCATION OF AVAILABLE COLLECTIONS IN RESPECT OF EACH COLLECTION PERIOD

Allocation to the Principal Account

Pursuant to the Compartment Regulations, the Management Company will give the relevant instructions to the Compartment Account Bank to ensure that the Principal Account is credited with the Available Principal Collections by debiting the General Collection Account and, as the cas may be, the Commingling Reserve Account and, as the case may be, the Performance Reserve Account, with such amount on each Settlement Date in the Revolving Period or the Amortisation Period, as described thereinafter in Section “Description of the Compartment Accounts”.

Allocation to the Interest Account

After the payment of all the amounts set out in “Allocation to the Principal Account” above, the Management Company will give the relevant instructions to the Compartment Account Bank to ensure that the remaining amount relating to the Available Collections standing to the credit of the General Collection Account is credited to the Interest Account on each Settlement Date in the Revolving Period or the Amortisation Period.

Accelerated Amortisation Period

Following the occurrence of an Accelerated Amortisation Event or a Compartment Liquidation Event, the Available Collections are no longer credited to the Principal Account and the Interest Account in the manner specified above but applied directly from the General Collection Account in accordance with the Accelerated Priority of Payments.

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 relevant instructions to the Compartment Account Bank, the Servicer, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties and the Paying Agent.

COMPARTMENT ACCOUNTS

These allocations shall be made only by the Management Company and the Compartment Account Bank provided that no amount will be withdrawn from a Compartment Account if the relevant Compartment Account would have a debit balance as a result thereof (see Section “DESCRIPTION OF THE COMPARTMENT ACCOUNTS”).

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INTERIM PAYMENT DATE

Notwithstanding any provision to the contrary in any Transaction Document, on an Interim 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), (c) and (d) 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 rental payments and any other payments received on the Purchased Receivables. 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.

During the Revolving Period and the Amortisation Period, 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 Payment Date notwithstanding any provision to the contrary in the Transaction Documents.

CALCULATIONS AND DETERMINATIONS – DUTIES OF THE MANAGEMENT COMPANY

Pursuant to the Compartment Regulations and with respect to the relevant Priority of Payments, it is 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 Payment Date, the Principal Deficiency Amount and the Principal Deficiency Monthly Amount with respect to such Payment Date, (iii) to calculate the Principal Amount Outstanding of each Note, and (iv) to give the necessary instructions for 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.

DISTRIBUTIONS

Prior to each Payment Date, the Management Company will make the relevant calculations and determinations required in relation to the applicable Priority of Payments.

On each Payment Date during the Revolving Period and the Amortisation Period, the Available Interest Amount and the Available Principal Amount will be applied in making the payments referred to in, respectively, 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 Payment Date during the Accelerated Amortisation Period, all monies standing to the credit of the General Collection Account together with any residual monies standing to the credit of the Principal Account and the Interest Account, will be applied in accordance with the Accelerated Priority of Payments.

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PRIORITIES 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 standing to the credit of the Interest Account will be applied on each 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:

(a) payment on a pro rata basis of any indemnity due to the Joint Lead Managers under the Listed Notes Subscription Agreement, if any, and of the Compartment Expenses and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap Termination Amount (other than the Swap Subordinated Termination Amounts (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 Amount Arrears and Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(d) payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(e) transfer to the credit of the General Reserve Account of an amount equal to the General Reserve Required Amount, by debiting such General Reserve Required Amount from the Interest Account;

(f) 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 Payment Date;

(g) payment of the Swap Subordinated Termination Amount (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 Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(h) if on such Payment Date the General Reserve Required Amount is lower than the General Reserve Required Amount on the previous Payment Date, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to the Seller as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the General Reserve Required Amount applicable on the previous Payment Date over (y) the current General Reserve Required Amount;

(i) payment on a pro rata and pari passu basis of the Class C Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment of any Class C Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; and

(j) payment of the remaining credit balance of the Interest Account as interest to the holders of the Residual Units.

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By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on an Interim Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account will only be applied in the payment of items (a), (b), (c) and (d) 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, with respect to any Principal Deficiency Amount) will be applied on each 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:

(a) 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;

(b) during the Revolving Period (only), payment of the Purchase Price of each Series of Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Payment Date to the Seller, to the extent where that Purchase Price has not been set-off with Non-Conformity Rescission Amounts (if any) and subject to the Seller having credited the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount on the immediately preceding Settlement Date;

(c) during the Revolving Period (only), in case of a Partial Early Amortisation Event, application of the Partial Early Amortisation Amount to the partial amortisation of the Class A Notes, the Class B Notes and the Class C Notes, on a pari passu basis and pro rata the Principal Amount Outstanding of the Class A Notes, the Class B Notes and of the Class C Notes;

(d) during the Amortisation Period (only), payment of the Class A Principal Payments due to the Class A Noteholders, and, if, on the relevant Payment Date, the Class A Cover Ratio is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, of the Class B Principal Payments due to the Class B Noteholders on a pari passu basis with the Class A Principal Payments;

(e) during the Amortisation Period (only), once all Class A Notes have been redeemed in full, payment of the Class B Principal Payments due to the Class B Noteholders and not paid under paragraph (d) above;

(f) once all Class A Notes and Class B Notes have been redeemed in full, redemption of the Class C Notes; and

(g) payment of the Liquidation Surplus to the holders of the Residual Units on the Compartment Liquidation Date, as final payment in principal and interest.

By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on an Interim 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.

PRIORITY OF PAYMENTS DURING THE ACCELERATED AMORTISATION PERIOD

On any Payment Date following the occurrence of an Accelerated Amortisation Event and on the Compartment Liquidation Date, all amounts standing to the credit of the General Collection Account (after all

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monies standing to the credit of the Principal Account, the Interest Account and the General Reserve Account (if any) have been transferred to it), will be applied in the following priority of payments:

(a) payment on a pro rata basis 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 and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap Termination Amount (other than the Swap Subordinated Termination Amounts (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 Amount Arrears and Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such 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 Payment Dates and remaining due and unpaid on such Payment Date;

(d) payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of the Class B Notes and, in priority to such payment, payment of any Class B Interest Amounts Shortfall calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(e) redemption in full of the Class A Notes (on a pro rata basis);

(f) redemption in full of the Class B Notes (on a pro rata basis);

(g) payment of the Swap Subordinated Termination Amount (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 Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(h) subject to the full redemption of the Listed Notes of each class, repayment to the Seller of an amount equal to the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date;

(i) payment on a pro rata and pari passu basis of the Class C Interest Amounts due in respect of the Class C Notes and, in priority to such payment, payment of any Class C Interest Amounts Shortfall calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(j) redemption in full of the Class C Notes (on a pro rata basis); and

(k) on the Compartment Liquidation Date, in payment to the holder of the Residual Units of an amount equal to the Liquidation Surplus as final payment in principal and interest.

Principal Deficiency Amount

Under the Compartment Regulations, the Management Company in respect of each Payment Date shall calculate the Principal Deficiency Amount and the Principal Deficiency Monthly Amount.

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 and subject to the applicable Priority of Payments.

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Use of replacement swap premium (soulte)

In the event that an Interest Rate Swap Counterparty is replaced by a new eligible swap counterparty, any replacement swap premium (soulte) paid by such replacement swap counterparty to the FCT shall be used by the Management Company for the purpose of paying any termination amounts payable by the FCT to that Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreements, outside any Priority of Payments, and, once any such termination amounts have been discharged in full, the excess if any, of that replacement swap premium (soulte) over those termination amounts shall be included in the Available Interest Amount and applied in accordance with the applicable Priority of Payments.

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DESCRIPTION OF THE NOTES AND THE RESIDUAL UNITS

GENERAL

Transferable Securities and Financial Instruments

The Notes and the Residual Units are transferable securities (valeurs mobilières) within the meaning of article L. 228-1 of the French Commercial Code. The Notes and the Residual Units are financial instruments (instruments financiers) within the meaning of article L. 211-1 of the French Monetary and Financial Code. The Notes are bonds (obligations) within the meaning of article L. 213-5 of the French Monetary and Financial Code. The Residual Units are units (parts) within the meaning of Article L. 214-169 of the French Monetary and Financial Code.

Book-Entry Securities and Registration

In accordance with the provisions of article L. 211-4 of the French Monetary and Financial Code. The Notes and the Residual Units are issued in book entry form (dématérialisées). No physical documents of title will be issued in respect of the Notes or the Residual Units.

The Listed 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. 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. ”).

The Class C Notes and the Residual Units will not be cleared.

Transfer

Title to the Listed Notes passes upon the credit of those Listed Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of Listed 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. Title to the Class C Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effected through registration of the transfer in such register.

Regulatory Capital Treatment of the Listed Notes

For Noteholders that are credit institutions subject to French law and holding Listed Notes which are not held in its trading book, the weighting applicable to the Listed 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 et de Résolution) No. 91-05 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 (the “2007 Order ”).

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 Prospectus. All subscribers or prospective purchasers of Listed 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 Listed Notes under French law or under any other legal framework which may apply (see Section “SUBSCRIPTION AND SALE”).

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Without limiting the generality of the foregoing, Banque PSA Finance, in its capacity as Class C 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 Prospectus 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 2007 Order), by the holding all the Class C Notes and all of the Residual Units issued by the FCT in relation with the Compartment.

In each of the Listed Notes Subscription Agreement and the Class C Notes and Residual Units Subscription Agreement, each of Banque PSA Finance and Crédipar has (i) undertaken to subscribe for all the Class C Notes (as far as Banque PSA Finance is concerned) and all Residual Units (as far as Crédipar is concerned) and (ii) undertaken to retain on an on-going basis all the Class C Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned) until the full amortisation of the Listed Notes and (iii) represented and warranted not to transfer, sell or benefit from a guarantee or otherwise hedge any of the Class C Notes and the Residual Units before the full amortisation of the Listed Notes. Any change to the manner in which such material net economic interest is held by each of Banque PSA Finance and Crédipar will be immediately notified to the Management Company and the relevant representative of the Class A Noteholders and Class B Noteholders.

Furthermore the Seller has undertaken to provide (or cause to be provided) all information to the relevant representative of the Class A Noteholders and Class B Noteholders that is required to enable the Class A Noteholders and Class B Noteholders to comply with Article 122a of the Capital Requirements Directive.

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.

Issue and Listing

In accordance with the General Regulations and the Compartment Regulations, on the Closing Date, the FCT will issue one class of senior notes consisting of the Class A Notes and one class of mezzanine notes consisting of the Class B Notes. Application has been made to the Paris Stock Exchange (Eurolist by Euronext Paris) to list the Class A Notes and the Class B Notes.

At the same time as the issuance of the Class A Notes and the Class B Notes, the FCT will also issue the Class C Notes and the Residual Units.

The estimate of the total expenses related to admission to trading of the Class A Notes and the Class B Notes on the Paris Stock Exchange is equal to € 11,875 (taxes excluded). Such expenses will be paid by Crédipar.

Placement and subscription

The Listed Notes must be sold in accordance with and subject to the transfer restrictions set out in the Section “SUBSCRIPTION AND SALE” on pages 192 et seq. of this Prospectus and any other applicable laws and regulations.

PAR3757440 103

The Class C Notes and the Residual Units will be respectively subscribed by Banque PSA Finance and the Seller.

In accordance with the provisions of article L. 214-170 of the French 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) save with qualified investors within the meaning of Article L.411-2 of the French Monetary and Financial Code.

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 Listed Notes by the Paying Agent.

Rating

Listed 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 AAA (sf) by DBRS and a rating of Aaa (sf) by Moody’s.

It is a condition precedent to the issue of the Class B Notes that the Class B Notes be assigned, on issue, a rating of A (sf) by DBRS and a rating of A2 (sf) by Moody’s.

There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by either or both of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. 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. As of 3 June 2013, “DBRS Ratings Limited” and “Moody’s Investors Service Ltd” are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the “CRA Regulation ”) according to the list published by the European Securities and Markets Authority on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs).

Rating Procedure

The principles governing the rating procedure of the Notes are defined in Appendix III of this Prospectus. Documents in relation to the assessment of the Receivables and the Listed Notes issued by DBRS and Moody’s are attached in Appendix IV and V of this Prospectus respectively.

Class C Notes and Residual Units

The Class C Notes and the Residual Units and will be unrated.

PAR3757440 104

WEIGHTED AVERAGE LIFE OF THE LISTED NOTES

GENERAL

The yields to maturity of the Listed Notes of each class 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 relevant 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 Listed Notes of each class are affected by the Available Distributable Amount applied to redeem such Listed Notes.

WEIGHTED AVERAGE LIFE OF THE LISTED NOTES

The weighted average life of the Listed Notes refers to the average length of time that will elapse from the date of issuance of the relevant Listed Notes to the date of repayment to the investors of all principal amounts due in relation to such class of Listed Notes. The weighted average life of the Listed 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 Series of Receivables.

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 Seller does not repurchase the Purchased Receivables;

(b) 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;

(c) payments on the Listed Notes become due, and will be paid on a monthly basis, commencing in 30 December 2013;

(d) the rate of return arising from the investment of the amounts standing to the credit of the Compartment Accounts is equal to zero;

(e) the Listed Notes shall be issued on 31 October 2013; and

(f) 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 Purchased 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 Listed Notes.

Subject to the foregoing assumptions and reservations, the following tables indicate the weighted average life of the Listed Notes and set out the respective percentages of the Principal Amount Outstanding of each such class of Listed Notes on selected Payment Dates and under the CPRs scenarios below.

PAR3757440 105

CPR

WAL 35.93 41.75 35.28 40.48 34.60 39.90

Period Date Class A

outstanding EoP Class B

outstanding EoP Class A

outstanding EoP Class B

outstanding EoP Class A

outstanding EoP Class B

outstanding EoP

0 Closing Date 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

1 29-Nov-13 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

2 30-Dec-13 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

3 29-Jan-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

4 28-Feb-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

5 31-Mar-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

6 29-Apr-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

7 30-May-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

8 30-Jun-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

9 29-Jul-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

10 29-Aug-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

11 29-Sep-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

12 29-Oct-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

13 28-Nov-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

14 29-Dec-14 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

15 29-Jan-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

16 27-Feb-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

17 30-Mar-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

18 29-Apr-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

19 29-May-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

20 29-Jun-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

21 29-Jul-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

22 31-Aug-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

23 29-Sep-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

24 29-Oct-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

25 30-Nov-15 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

26 29-Dec-15 97.13% 100.00% 96.54% 100.00% 95.93% 100.00%

27 29-Jan-16 90.64% 100.00% 89.50% 100.00% 88.32% 100.00%

28 29-Feb-16 83.84% 100.00% 82.22% 100.00% 80.53% 100.00%

29 29-Mar-16 77.81% 100.00% 75.75% 100.00% 73.62% 100.00%

30 29-Apr-16 72.40% 100.00% 69.95% 100.00% 67.42% 100.00%

31 30-May-16 66.57% 100.00% 63.78% 100.00% 60.92% 100.00%

32 29-Jun-16 61.29% 100.00% 58.21% 100.00% 55.05% 100.00%

33 29-Jul-16 55.74% 100.00% 52.41% 100.00% 49.02% 100.00%

34 29-Aug-16 50.03% 100.00% 47.44% 90.52% 43.96% 89.67%

35 29-Sep-16 45.97% 91.88% 43.20% 82.43% 39.63% 80.84%

36 31-Oct-16 42.98% 85.92% 40.03% 76.39% 36.35% 74.16%

37 29-Nov-16 39.43% 78.81% 36.34% 69.35% 32.61% 66.53%

38 29-Dec-16 35.59% 71.14% 32.42% 61.85% 28.68% 58.51%

39 30-Jan-17 31.84% 63.65% 28.61% 54.58% 24.89% 50.78%

40 28-Feb-17 28.22% 56.42% 24.95% 47.61% 21.28% 43.42%

41 29-Mar-17 24.78% 49.52% 21.49% 41.00% 17.88% 36.48%

42 28-Apr-17 21.61% 43.20% 18.32% 34.95% 14.78% 30.15%

43 29-May-17 18.37% 36.71% 15.10% 28.81% 11.66% 23.79%

44 29-Jun-17 15.24% 30.46% 12.01% 22.92% 8.69% 17.73%

45 31-Jul-17 12.20% 24.38% 9.04% 17.25% 5.85% 11.93%

46 29-Aug-17 8.95% 17.89% 5.90% 11.25% 2.88% 5.87%

47 29-Sep-17 6.08% 12.15% 3.13% 5.97% 0.27% 0.55%

48 30-Oct-17 4.38% 8.76% 1.46% 2.78% 0.00% 0.00%

49 29-Nov-17 2.06% 4.11% 0.00% 0.00% 0.00% 0.00%

50 29-Dec-17 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

51 29-Jan-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

52 28-Feb-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

53 29-Mar-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

54 30-Apr-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

55 29-May-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

56 29-Jun-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

57 30-Jul-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

58 29-Aug-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

59 28-Sep-18 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

0% CPR 5% CPR 10% CPR

PAR3757440 106

DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTM ENT

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) any Ancillary Rights attached to the Purchased Receivables;

(b) the Compartment Cash;

(c) 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;

(d) any Authorised Investments and income relating to any Authorised Investments; and

(e) any other rights transferred or attributed to the Compartment under the terms of the Transaction Documents.

Allocation of the cash flows generated by the Asset s Allocated to the Compartment

The cashflows 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 General Reserve standing to the credit of the General Reserve Account, from the investment of the Performance Reserve standing to the credit of the Performance Reserve Account and from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account, which shall be paid directly to Crédipar as the case may be, 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.

PAR3757440 107

DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEI VABLES

TRANSFER OF RECEIVABLES TO THE FCT

The FCT will purchase from the Seller an initial pool of Series of Receivables which satisfy the Eligibility Criteria on the First Purchase Date.

During the Revolving Period, the Seller may transfer further Series of 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 Prospectus (see Section “OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the Compartment - Revolving Period”).

Each Series of Receivables transferred to the FCT on each Purchase Date will include:

(a) under the relevant Auto LTL Contract:

(i) all the “Rental Instalment Receivables ” that will arise against the corresponding Lessee under such Auto LTL Contract, with the exception only of the Rental Instalment Receivable the Due Date of which falls in the same calendar month as the Purchase Date of the relevant Series of Receivables;

(ii) all the receivables corresponding to indemnities that might arise against the corresponding Lessee in case of destruction or theft of the relevant Car (“Replacement Value Receivables ”), the termination of the relevant Auto LTL Contract as a result of the death or a default of the Lessee or for any other reasons whatsoever (“Termination Indemnity Receivables ”), in case of delays in returning the relevant Car following the termination of the relevant Auto LTL Contract (“Late Return Indemnity Receivable ”) and all receivables corresponding to the sums which might be due by the corresponding Lessee upon return or repossession of the Car (the “Returned Car Expense Receivables ”);

(iii) more generally, all receivables which have arisen or will arise against the corresponding Lessee or any other third party in connection with the Car ;

(b) the “Car Sale Receivable ”, corresponding to the purchase price of the Car payable to the Seller by the relevant PSA Car Dealer under the relevant buy back Agreement (the “Car Buy Back Contract ”) and any receivable that might arise from the sale of the relevant Car by the Seller to a third party other than to the PSA Car Dealer pursuant to a separate contract (the “Car Sale Contract ”), whether following (i) the return of the relevant Car to Crédipar at the end of an Auto LTL Contract or (ii) repossession of the relevant Car following a default of the Lessee under the Auto LTL Contract or (iii) otherwise (without prejudice to the undertakings of Crédipar under the transaction documents in this respect); and

(c) the “Original Car Purchase Receivables ” that might arise against the relevant PSA Car Dealer that sold the relevant Car to the Seller, in cases where the corresponding purchase contract (the “Original Car Purchase Contract ”) is declared void or rescinded.

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 Series of 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.

PAR3757440 108

Pursuant to the provisions of the Master Purchase Agreement, the Seller shall represent and warrant that the Series of 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 Series of Receivables to meet the Eligibility Criteria on the relevant Purchase Date, (i) each of the Auto LTL Contract and the Car Buy Back Contract relating to that Series of Receivables must meet the Contracts Eligibility Criteria and (ii) the Receivables being part of that Series of Receivables must meet the Receivables Eligibility Criteria:

Contracts Eligibility Criteria

In respect of any Auto LTL Contract:

(i) the Auto LTL Contract is an operating lease contract (“contrat de location simple”); (ii) the Auto LTL Contract has been duly signed by the Seller and a Lessee and entered into in

accordance applicable legal and regulatory provisions (including in relation to data protection) ; (iii) the Lessee is a private commercial company (“personne morale”), incorporated in metropolitan

France, which has a Siren and a VAT identifier number and the Lessee has entered into the Auto LTL Contract within the normal course of its business;

(iv) the aggregate Contract Outstanding Balances in respect of all Cars rented by the relevant Lessee

does not exceed 500,000 euros VAT excluded; (v) the Contract Outstanding Balance in respect of the relevant Car is between €500 and €60,000 (VAT

excluded); (vi) the Rental Instalment Receivables arising from the Auto LTL Contract are the obligations of a single

Lessee (to the exclusion of any co-obligor); (vii) the Auto LTL Contract is not secured by a cash/guarantee deposit paid by the Lessee to the Seller; (viii) the Auto LTL Contract requires the payment of Rental Instalments on a monthly basis and in the

Seller/Servicer system each Rental Instalment is split between a Principal Component and an Interest Component;

(ix) the relevant Auto LTL Contract relates to a single Car and such Car is (i) a non-electrical new car (or,

if not new, a Car which was new a the time of entering into of the first relating Auto LTL Contract and that has been transferred from that Auto LTL Contract to a new Auto LTL Contract with a new Lessee), (ii) manufactured by Automobiles Peugeot or Automobiles Citroën and (iii) purchased by the Seller from a PSA Car Dealer located in France;

(x) the Seller has full title to the Car rented under the Auto LTL Contract and such Car is not subject to, any pledge, attachment, claim, or encumbrance of whatever type other than to the benefit of the Compartment;

(xi) the date of the first official registration (date de première immatriculation) of the Car in respect of which a Series of Receivables is sold to the FCT fell (i) in respect of Series of Receivables purchased by the FCT on the Closing Date, within the sixty (60) months preceding the month of the Closing Date and (ii) in respect of Series of Receivables purchased by the FCT on each Subsequent Purchase Date, within the sixteen (16) months preceding the month of such Subsequent Purchase Date;

(xii) the car license (certificat d’immatriculation) of the Car rented under the Auto LTL Contract has been either remitted to the Lessee or kept by the Seller with, in such case, a copy delivered to the Lessee;

PAR3757440 109

(xiii) the remaining Rental Instalments to arise against the corresponding Lessee under such Auto LTL Contract (including the rental period extension option granted to the Lessee in certain Auto LTL Contracts) are comprised between 2 (included) and 60 (included);

(xiv) at least 2 Rental Instalments have been paid in full by the relevant Lessee under the Auto LTL Contract such that on the date of the Transfer of a Series of Receivables related to such Auto LTL Contract, its Contract Outstanding Balance is lower than the Initial Contract Outstanding Balance of such Auto LTL Contract;

where the “Initial Contract Outstanding Balance ” means with respect to an Auto LTL Contract, its Contract Outstanding Balance as at the date of its signature by the Seller and the relevant Lessee (excluding VAT);

(xv) the Implicit Interest Rate of the Auto LTL Contract is no lower than 7%;

(xvi) the Auto LTL Contract constitutes the valid, binding and enforceable contractual obligations of the Lessee and the Seller;

(xvii) the Auto LTL Contract is not voidable, rescindable or subject to judicial or contractual termination;

(xviii) the Auto LTL Contract was entered into by the Seller pursuant to its normal procedures and within the normal course of its business;

(xix) the Seller has not commenced an action to terminate the Auto LTL Contract on the basis of the breach by the Lessee of its obligations under the terms of the Auto LTL Contract and in particular (but without limitation) the Lessee’s obligations to make timely payments of the Rental Instalments;

(xx) the Auto LTL Contract has not been entered into with a member of the “PSA Group ” (ie 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);

(xxi) the Auto LTL Contract requires that the Lessee enters into an Individual Insurance Contract relating to the destruction of or damage to the Car, theft of the Car and the liability of the Lessee relating to the use of the Car (responsabilité civile illimitée) ;

(xxii) the Auto LTL Contract is governed by French law and all related claims are subject to the exclusive jurisdiction of French courts;

(xxiii) all amounts payable under the Auto LTL Contract are and will be denominated in euro and payable in euro and in metropolitan France;

(xxiv) the Auto LTL Contract is not subject to any litigation or express dispute between the Seller and the Lessee or any relevant third party;

(xxv) the Lessee under the Auto LTL Contract is not insolvent or subject to insolvency proceedings initiated with a court, including any of the proceedings set out in book VI of the French Commercial Code;

(xxvi) no arrangement has been reached by the Seller and the Lessee as for (a) the reduction of the Implicit Interest Rate applicable in respect of such Auto LTL Contract or (b) any temporary payment holiday in respect of Rental Payments or (c) extension of Auto LTL Contract original agreed contractual term above 60 months;

(xxvii) no Rental Instalment is past due in respect of the Auto LTL Contract;

(xxviii) the payment of the Rental Instalments is made by the direct debit of a bank account, duly authorised by the relevant Lessee and such payment is credited into the Specially Dedicated Bank Account;

PAR3757440 110

(xxix) the Seller has sent to the Lessee an operation confirmation setting out the amount of each of the Rental Instalments (both including and excluding VAT) to be made by the Lessee on each date on which such rental payments have to be made under the Auto LTL Contract and such Rental Instalments are not otherwise subject to withholding tax or any other tax;

(xxx) if the Lessee has entered into a Collective Insurance Contract in relation to the Auto LTL Contract:

(a) the Seller is the beneficiary of such Collective Insurance Contract as far as the Excess Value coverage is concerned; and

(b) in case of occurrence of the insured event, the Collective Insurer will be liable to pay directly to the Seller an amount equal to the amount of the Excess Value;

(xxxi) if the Lessee has entered into one or several Collective Insurance Contracts and/or Maintenance Services Contract in relation to the Auto LTL Contract:

(a) such contracts are not entered into with the Seller but with Collective Insurer(s), Automobiles Peugeot S.A. and Automobiles Citroën S.A., as applicable as per maintenance master agreements and are distinct from the corresponding Auto LTL Contract, so that the Lessee will not be legally entitled to raise any defence based on any such contracts to postpone or refuse the execution of its obligations under the Auto LTL Contract;

(b) the remuneration owed by the Lessee under such contracts gives rise to distinct receivables which are clearly separated from the Receivables arising from the relevant Auto LTL Contract; and

(c) although such distinct receivables may be paid by the Lessee at the same time as the Receivables resulting from the relevant Auto LTL Contract, such receivables give rise to a separate invoicing and the Seller has all the necessary means, and is able at any time, to clearly identify which part of the payments received from the Lessee relates to these distinct receivables and which part relates to the Receivables resulting from the relevant Auto LTL Contract;

(xxxii) the Auto LTL Contract does not provide for any on-going maintenance of the leased car or other services and there is no default in the performance of any obligation thereunder; and

(xxxiii) the Auto LTL Contract does not provide any set-off right to the relevant Lessee.

In respect of any Car Buy Back Contract:

(i) the Car Buy Back Contract constitutes the valid, binding and enforceable contractual obligations of the PSA Car Dealer and the Seller;

(ii) the Car Buy Back Contract is not, voidable, rescindable or subject to legal termination;

(iii) the Car Buy Back Contract was entered into by the PSA Car Dealer pursuant to its normal procedures and within the normal course of its business;

(iv) the Car Buy Back Contract is governed by French law and any related claims are subject to the exclusive jurisdiction of French courts;

(v) all amounts payable under the Car Buy Back Contract are and will be denominated in euro and payable in euro and in metropolitan France;

(vi) the Car Buy Back Contract is not subject to any litigation or express dispute between the Seller and the PSA Car Dealer or any relevant third party;

PAR3757440 111

(vii) the PSA Car Dealer party to the Car Buy Back Contract is not insolvent or subject to insolvency proceedings initiated with a court, including any of the proceedings set out in book VI of the French Commercial Code;

(viii) the due date of the Car Sale Receivable under the relevant Car Buy Back Contract does not fall after the last business day of the 96th calendar month following the one of the Closing Date;

(ix) the amount of the Car Sale Receivable under the relevant Car Buy Back Contract does not exceed 100% of the Contract Outstanding Balance in respect of the relevant Car as at the date of transfer of the relevant Series of Receivables;

(x) the amount of the Car Sale Receivable under the relevant Car Buy Back Contract does not exceed 80% of the Initial Contract Outstanding Balance in respect of the relevant Car.

Receivables Eligibility Criteria

(a) the Seller had full title to the Receivables and the corresponding Ancillary Rights immediately prior to their assignment and the Purchased Receivables and the corresponding Ancillary Rights are not subject to, either in whole or in part, any assignment, delegation or pledge, attachment, claim, set-off, restrictions or prohibition on assignment or encumbrance of whatever type, so that there is no obstacle to their transfer by the Seller to the FCT;

(b) the Receivables are not written-off nor Defaulted Receivables; and

(c) all of the Receivables existing as of the corresponding Purchase Date are separately individualised and identified (identifiées et individualisées) in the systems of the Seller on or before the relevant Purchase Date, and the Seller has all means as may be necessary for the purpose of to identifying and individualising (moyens d’identification et d’individualisation), as soon as they come to existence, all of the Receivables which are future as of the corresponding Purchase Date, such that the Management Company may at any time separately identify and individualise any and all Purchased Receivables.

Undertakings with respect to the Receivables - Glob al 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 selected on the Initial Selection Date and to be offered for purchase to the FCT for allocation to the Compartment shall comply with the following conditions on the First Purchase Date:

(a) the aggregate nominal amount of the Initial Receivables representing Car Sale Receivables does not exceed 65% of the aggregate Contract Outstanding Balance in respect of all relevant Series of Receivables;

(b) the aggregate Contract Outstanding Balance of the Performing Series of Receivables in respect of which the Car Sale Receivables represents more than 70% of the relevant Initial Contract Outstanding Balance, does not exceed 10% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables;

(c) the aggregate Contract Outstanding Balance of the Performing Series of Receivables in respect of which the Car Sale Receivables represent more than 60% of the relevant Initial Contract Outstanding Balance, does not exceed 20% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables;

PAR3757440 112

(d) the Weighted Average Time of Principal Repayment of the Initial Receivables does not exceed 40 months;

(e) the aggregate Contract Outstanding Balance of the Performing Series of Receivables related to Auto LTL Contracts including a fixed mileage and a flexible restitution date of the rented Car by the Lessee within defined restitution date limits does not exceed 3% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables; and

(f) the aggregate Contract Outstanding Balance of the Performing Series of Receivables related to Auto LTL Contracts including a flexible mileage within defined mileage limits and a fixed restitution date of the rented Car by the Lessee, does not exceed 70% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables.

Additional Receivables

Pursuant to the Master Purchase Agreement, the Seller has undertaken that the Additional Receivables selected on each Subsequent Selection Date and to be offered for purchase to the FCT for allocation to the Compartment shall comply with the following conditions on the relevant Subsequent Purchase Date, taking into account the Receivables already held by the FCT and these Additional Receivables:

(a) the aggregate nominal amount of the Additional Receivables representing Car Sale Receivables does not exceed 65% of the aggregate Contract Outstanding Balance in respect of the relevant Series of Additional Receivables;

(b) the aggregate Contract Outstanding Balance of the Performing Series of Receivables in respect of which the Car Sale Receivables represents more than 70% of the relevant Initial Contract Outstanding Balance, does not exceed 10% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables;

(c) the aggregate Contract Outstanding Balance of the Performing Series of Receivables in respect of which the Car Sale Receivables represent more than 60% of the relevant Initial Contract Outstanding Balance, does not exceed 20% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables; and

(d) the Weighted Average Time of Principal Repayment of the Purchased Receivables does not exceed 40 months;

(e) the aggregate Contract Outstanding Balance of the Performing Series of Receivables related to Auto LTL Contracts including a fixed mileage and a flexible restitution date of the rented Car by the Lessee within defined restitution date limits, does not exceed 3% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables; and

(f) the aggregate Contract Outstanding Balance of the Performing Series of Receivables related to Auto LTL Contracts including a flexible mileage within defined mileage limits and a fixed restitution date of the rented Car by the Lessee, does not exceed 70% of the aggregate Contract Outstanding Balance of the Performing Series of Receivables.

Ancillary Rights

The payment of principal, interest, expenses and ancillary rights owed by the Lessees and the Obligors may be guaranteed by, as the case may be:

(i) any and all present and future claims benefiting Crédipar under any Collective Insurance Contracts related to an Auto LTL Contract; and

(ii) any other security interest and more generally any sureties, guarantees, insurance and other agreements or arrangements of whatever character in favour of the Seller supporting or securing the

PAR3757440 113

payment of a Purchased Receivable and the records relating thereto, excluding for the avoidance of doubt any cash deposit made by any Lessee.

PAR3757440 114

STATISTICAL INFORMATION RELATING TO THE PROVISIONAL PORTFOLIO OF RECEIVABLES

GENERAL FINANCIAL CHARACTERISTICS

The following section sets out the aggregated information relating to the provisional portfolio of Receivables complying with the Eligibility Criteria selected by the Seller as at 20 September 2013.

INFORMATION RELATING TO THE PROVISIONAL PORTFOLIO OF RECEIVABLES

On 20 September 2013 and for the purposes of this Prospectus, the provisional portfolio comprised 64,956 Series of Receivables with an aggregate Contract Outstanding Balance of € 735,000,365 (excluding VAT). The average Contract Oustanding Balance by Series of Receivables of the provisional portfolio was approximately € 11,315.36 (excluding VAT) with a weighted average seasoning of the selected Series of Receivables (as of their date of origination) of 14 months and a weighted average term to maturity of 20 months.

The statistical information set out in the following tables (which excludes VAT) shows the characteristics of the provisional portfolio of Series of Receivables selected by the Seller on 20 September 2013 (columns of percentages may not add up to 100% due to rounding). The receivables comprised in the Series of Receivables of the provisional portfolio complied on such date with the Eligibility Criteria set out in this Prospectus.

The portfolio of the Receivables to be transferred by the Seller to the FCT on the Closing Purchase Date will be randomly selected on the Initial Selection Date from a pool of receivables complying with the Eligibility Criteria and selected in accordance with the same methodology as the provisional portfolio. The Purchased Receivables on the Closing Date may differ from the portfolio of receivables selected on 20 September 2013 due to inter alia prepayments, delinquencies, defaults and new originations.

Further, the composition of the portfolio of Purchased Receivables shall be progressively modified as a result of the amortisation of the Purchased Receivables, any losses related to the Purchased Receivables, the Renegotiations entered into by the Servicer in accordance with the Servicing Procedures, the potential substitution of certain Purchased Receivables which are non-compliant or became non-compliant after the Renegotiations entered into by the Servicer in accordance with the Servicing Procedures, and the acquisition of further Receivables by the FCT during the Revolving Period.

Therefore, the average characteristics of the aggregated portfolio of Purchased Receivables which will exist at the end of the Revolving Period could be substantially different from those existing on the First Purchase Date.

Outstanding Balance No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Outstanding

Balance

[ 0 ; 2500 [ 17 0.03% 30,613 0.00% 0.00% 1,991

[ 2500 ; 5000 [ 1,533 2.36% 6,631,729 0.90% 0.91% 4,391

[ 5000 ; 7500 [ 8,795 13.54% 56,620,204 7.70% 8.61% 6,512

[ 7500 ; 10000 [ 20,049 30.87% 178,536,335 24.29% 32.90% 8,958

[ 10000 ; 12500 [ 15,043 23.16% 167,111,300 22.74% 55.64% 11,154

[ 12500 ; 15000 [ 8,415 12.95% 114,956,291 15.64% 71.28% 13,699

[ 15000 ; 17500 [ 5,250 8.08% 84,709,981 11.53% 82.80% 16,167

[ 17500 ; 20000 [ 2,693 4.15% 50,016,795 6.81% 89.61% 18,600

[ 20000 ; 22500 [ 1,275 1.96% 26,965,719 3.67% 93.28% 21,174

[ 22500 ; 25000 [ 755 1.16% 17,868,680 2.43% 95.71% 23,691

[ 25000 ; 30000 [ 938 1.44% 25,473,393 3.47% 99.17% 27,227

[ 30000 ; 35000 [ 187 0.29% 5,858,144 0.80% 99.97% 31,362

[ 35000 ; 40000 [ 6 0.01% 221,182 0.03% 100.00% 36,877

Total 64,956 100.00% 735,000,365 100.00% 100.00% 13,082

PAR3757440 115

Outstanding Balance No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Outstanding

Balance

Min 541

Max 37,800

Residual Value Amount No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Residual Value Amount

[ 0 ; 2500 [ 594 0.91% 4,632,786 0.63% 0.63% 1,540

[ 2500 ; 7500 [ 35,607 54.82% 328,899,082 44.75% 45.38% 5,599

[ 7500 ; 10000 [ 19,769 30.43% 239,411,194 32.57% 77.95% 8,580

[ 10000 ; 12500 [ 5,953 9.16% 95,059,179 12.93% 90.88% 11,036

[ 12500 ; 15000 [ 1,874 2.89% 37,789,113 5.14% 96.03% 13,617

[ 15000 ; 17500 [ 687 1.06% 16,500,364 2.24% 98.27% 16,058

[ 17500 ; 20000 [ 341 0.52% 9,067,178 1.23% 99.50% 18,567

[ 20000 ; 25000 [ 131 0.20% 3,641,470 0.50% 100.00% 21,574

Total 64,956 100.00% 735,000,365 100.00% 100.00% 8,134

Min 63

Max 24,753

Residual value / Original balance (RV/OB)

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage WA RV/OB

[ 0 ; 5 [ 121 0.19% 1,273,197 0.17% 0.17% 2

[ 5 ; 10 [ 53 0.08% 572,561 0.08% 0.25% 8

[ 10 ; 20 [ 399 0.61% 4,004,267 0.54% 0.80% 16

[ 20 ; 30 [ 3,907 6.01% 38,378,105 5.22% 6.02% 26

[ 30 ; 40 [ 13,481 20.75% 143,577,631 19.53% 25.55% 36

[ 40 ; 50 [ 19,419 29.90% 224,769,451 30.58% 56.13% 45

[ 50 ; 60 [ 13,940 21.46% 175,870,525 23.93% 80.06% 54

[ 60 ; 70 [ 6,843 10.53% 79,755,078 10.85% 90.91% 65

[ 70 ; 80 [ 6,793 10.46% 66,799,552 9.09% 100.00% 75

Total 64,956 100.00% 735,000,365 100.00% 100.00% 49

Min 0

Max 80

Original Financed Amount (Excluding Tax)

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage

WA Original Financed Amount

(Excluding Tax)

[ 0 ; 2500 [ 1 0.00% 1,238 0.00% 0.00% 1,942

[ 2500 ; 5000 [ 4 0.01% 12,543 0.00% 0.00% 4,639

[ 5000 ; 7500 [ 482 0.74% 2,714,787 0.37% 0.37% 6,922

[ 7500 ; 10000 [ 2,897 4.46% 19,173,069 2.61% 2.98% 9,114

[ 10000 ; 12500 [ 23,264 35.82% 200,288,020 27.25% 30.23% 11,296

[ 12500 ; 15000 [ 11,483 17.68% 115,746,014 15.75% 45.98% 13,639

[ 15000 ; 17500 [ 9,057 13.94% 109,210,530 14.86% 60.84% 16,262

[ 17500 ; 20000 [ 7,617 11.73% 103,969,363 14.15% 74.98% 18,729

[ 20000 ; 22500 [ 4,500 6.93% 69,166,049 9.41% 84.39% 21,142

[ 22500 ; 25000 [ 2,200 3.39% 37,389,188 5.09% 89.48% 23,654

[ 25000 ; 30000 [ 2,121 3.27% 42,657,142 5.80% 95.28% 27,285

[ 30000 ; 35000 [ 1,042 1.60% 26,560,804 3.61% 98.90% 32,509

[ 35000 ; 40000 [ 270 0.42% 7,594,487 1.03% 99.93% 36,153

[ 40000 ; 50000 [ 18 0.03% 517,132 0.07% 100.00% 41,889

PAR3757440 116

Original Financed Amount (Excluding Tax)

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage

WA Original Financed Amount

(Excluding Tax)

Total 64,956 100.00% 735,000,365 100.00% 100.00% 16,909

Min 1,942

Max 47,247

Residual Value / Current Balance (RV/CB)

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage WA RV/CB

[ 0 ; 5 [ 105 0.16% 1,162,079 0.16% 0.16% 2

[ 5 ; 15 [ 68 0.10% 924,532 0.13% 0.28% 11

[ 15 ; 25 [ 243 0.37% 3,068,557 0.42% 0.70% 22

[ 25 ; 35 [ 1,455 2.24% 19,227,236 2.62% 3.32% 31

[ 35 ; 45 [ 5,357 8.25% 68,646,005 9.34% 12.66% 41

[ 45 ; 55 [ 10,478 16.13% 134,231,100 18.26% 30.92% 50

[ 55 ; 65 [ 13,272 20.43% 164,932,838 22.44% 53.36% 60

[ 65 ; 105 [ 33,978 52.31% 342,808,019 46.64% 100.00% 79

Total 64,956 100.00% 735,000,365 100.00% 100.00% 64

Min 0

Max 99

Vehicle purchase price (excluding tax)

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage

WA Montant d'acquisition

du bien (excluding tax)

[ 5000 ; 7500 [ 777 1.20% 4,716,170 0.64% 0.64% 6,935

[ 7500 ; 10000 [ 3,949 6.08% 27,080,035 3.68% 4.33% 9,254

[ 10000 ; 12500 [ 22,555 34.72% 198,313,841 26.98% 31.31% 11,317

[ 12500 ; 15000 [ 12,564 19.34% 127,713,981 17.38% 48.68% 13,594

[ 15000 ; 17500 [ 9,403 14.48% 116,901,677 15.90% 64.59% 16,272

[ 17500 ; 20000 [ 7,544 11.61% 106,687,888 14.52% 79.10% 18,677

[ 20000 ; 22500 [ 3,949 6.08% 63,323,250 8.62% 87.72% 21,115

[ 22500 ; 25000 [ 1,543 2.38% 27,400,132 3.73% 91.45% 23,604

[ 25000 ; 30000 [ 1,782 2.74% 38,506,764 5.24% 96.69% 27,003

[ 30000 ; 35000 [ 820 1.26% 22,440,304 3.05% 99.74% 32,391

[ 35000 ; 40000 [ 64 0.10% 1,750,375 0.24% 99.98% 36,517

[ 40000 ; 50000 [ 6 0.01% 165,947 0.02% 100.00% 42,832

Total 64,956 100.00% 735,000,365 100.00% 100.00% 16,299

Min 5,025

Max 44,106

Product Type No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

LDLI - Distance Libre 40,131 61.78% 459,945,702 62.58% 62.58%

LFIX - Fixe 23,726 36.53% 262,582,764 35.73% 98.30%

LTPL - Templus 1,099 1.69% 12,471,899 1.70% 100.00%

Total 64,956 100.00% 735,000,365 100.00% 100.00%

Original term (months) No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Original term

PAR3757440 117

Original term (months) No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Original term

[ 2 ; 6 [ 3 0.00% 19,632 0.00% 0.00% 5

[ 6 ; 12 [ 1,786 2.75% 16,943,471 2.31% 2.31% 11

[ 12 ; 24 [ 9,146 14.08% 96,359,014 13.11% 15.42% 18

[ 24 ; 36 [ 18,946 29.17% 223,086,269 30.35% 45.77% 31

[ 36 ; 48 [ 24,285 37.39% 277,845,682 37.80% 83.57% 38

[ 48 ; 60 [ 9,211 14.18% 103,048,335 14.02% 97.59% 49

Over 60 months 1,579 2.43% 17,697,963 2.41% 100.00% 60

Total 64,956 100.00% 735,000,365 100.00% 100.00% 35

Min 4

Max 60

Seasoning (months) No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Seasoning (months)

[ 0 ; 2 [ 0 0.00% - 0.00% 0.00% -

[ 2 ; 12 [ 27,421 42.21% 354,496,290 48.23% 48.23% 6

[ 12 ; 24 [ 21,400 32.95% 243,132,175 33.08% 81.31% 17

[ 24 ; 36 [ 13,045 20.08% 115,277,087 15.68% 96.99% 29

[ 36 ; 48 [ 2,825 4.35% 20,291,983 2.76% 99.75% 40

[ 48 ; 60 [ 265 0.41% 1,802,830 0.25% 100.00% 52

Total 64,956 100.00% 735,000,365 100.00% 100.00% 14

Min 2

Max 58

Remaining Term (months)

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage

WA Remaining Term (months)

[ 0 ; 12 [ 22,455 34.57% 200,384,358 27.26% 27.26% 6

[ 12 ; 24 [ 21,098 32.48% 244,700,286 33.29% 60.56% 17

[ 24 ; 36 [ 15,996 24.63% 214,930,660 29.24% 89.80% 29

[ 36 ; 48 [ 4,741 7.30% 65,598,950 8.93% 98.72% 41

[ 48 ; 60 [ 666 1.03% 9,386,110 1.28% 100.00% 53

Total 64,956 100.00% 735,000,365 100.00% 100.00% 20

Min 2

Max 58

Interest Rate % No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

WA Interest rate %

[ 7 ; 8 [ 5,008 7.71% 58,162,681 7.91% 7.91% 7

[ 8 ; 9 [ 25,445 39.17% 299,001,503 40.68% 48.59% 9

[ 9 ; 10 [ 15,664 24.11% 184,144,681 25.05% 73.65% 9

[ 10 ; 11 [ 8,512 13.10% 87,474,455 11.90% 85.55% 11

[ 11 ; 12 [ 9,540 14.69% 97,371,169 13.25% 98.80% 11

[ 12 ; 13 [ 656 1.01% 7,344,156 1.00% 99.80% 12

Over 13 131 0.20% 1,501,721 0.20% 100.00% 14

Total 64,956 100.00% 735,000,365 100.00% 100.00% 9

Min 7

Max 17

PAR3757440 118

Region No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

Ile-de-France 9,580 14.75% 112,046,986 15.24% 15.24%

Rhône-Alpes 7,827 12.05% 89,757,977 12.21% 27.46%

Provence-Alpes-Côte 4,759 7.33% 52,283,102 7.11% 34.57%

Pays de la Loire 3,909 6.02% 44,702,855 6.08% 40.65%

Aquitaine 3,871 5.96% 43,170,386 5.87% 46.53%

Nord-Pas-de-Calais 3,787 5.83% 42,024,873 5.72% 52.24%

Midi-Pyrénées 3,635 5.60% 41,477,006 5.64% 57.89%

Bretagne 3,297 5.08% 35,876,366 4.88% 62.77%

Languedoc-Roussillon 2,993 4.61% 32,913,825 4.48% 67.25%

Centre 2,646 4.07% 30,069,899 4.09% 71.34%

Lorraine 2,306 3.55% 25,475,364 3.47% 74.80%

Alsace 2,076 3.20% 23,781,395 3.24% 78.04%

Poitou-Charentes 2,026 3.12% 23,182,358 3.15% 81.19%

Haute-Normandie 2,047 3.15% 22,733,045 3.09% 84.29%

Franche-Comté 1,819 2.80% 21,747,646 2.96% 87.24%

Bourgogne 1,926 2.97% 20,829,054 2.83% 90.08%

Picardie 1,551 2.39% 17,658,323 2.40% 92.48%

Auvergne 1,393 2.14% 15,243,640 2.07% 94.55%

Champagne-Ardenne 1,250 1.92% 14,107,659 1.92% 96.47%

Basse-Normandie 1,208 1.86% 13,981,498 1.90% 98.38%

Limousin 744 1.15% 8,219,706 1.12% 99.49%

Corse 306 0.47% 3,717,402 0.51% 100.00%

Total 64,956 100.00% 735,000,365 100.00% 100.00%

Employment Type / Activity Sector

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage

Trade, repairs of automobiles and motorcycles

12,132 18.68% 138,279,433 18.81% 18.81%

Manufacturing 9,001 13.86% 107,382,638 14.61% 33.42%

Construction 8,807 13.56% 99,940,258 13.60% 47.02%

Education 8,316 12.80% 82,889,350 11.28% 58.30%

Other professional, scientific and technical activities

6,267 9.65% 74,197,494 10.09% 68.39%

Health services and social work 5,272 8.12% 57,497,623 7.82% 76.22%

Administration and support services

3,164 4.87% 34,962,425 4.76% 80.97%

Financial and insurance services 2,325 3.58% 30,238,971 4.11% 85.09%

Other business activities 2,286 3.52% 24,172,898 3.29% 88.38%

Information and communication 1,995 3.07% 22,998,036 3.13% 91.50%

PAR3757440 119

Employment Type /

Activity Sector No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

Transport and storage 1,313 2.02% 15,817,702 2.15% 93.66%

Real Estate 1,015 1.56% 12,099,563 1.65% 95.30%

Hotels and restaurants 959 1.48% 11,515,457 1.57% 96.87%

Agriculture, Sylviculture, Fishing 607 0.93% 6,726,719 0.92% 97.78%

Art, performance and

entertainment 568 0.87% 6,576,554 0.89% 98.68%

Other 526 0.81% 5,012,274 0.68% 99.36%

Production and distribution of water, purification, waste and

remediation management 214 0.33% 2,614,039 0.36% 99.72%

Extractive Industries, Agriculture, Food Industry

98 0.15% 1,086,898 0.15% 99.87%

Public Administration 47 0.07% 497,519 0.07% 99.93%

Electricity, gas, steam and air-conditioning

44 0.07% 494,512 0.07% 100.00%

Total 64,956 100.00% 735,000,365 100.00% 100.00%

Vehicle Brand No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

CITROEN 31,253 48.11% 354,568,175 48.24% 48.24%

PEUGEOT 33,703 51.89% 380,432,191 51.76% 100.00%

Total 64,956 100.00% 735,000,365 100.00% 100.00%

Origination Quarter No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

2008 Q4 55 0.08% 310,717 0.04% 0.04%

2009 Q1 60 0.09% 396,944 0.05% 0.10%

2009 Q2 86 0.13% 615,701 0.08% 0.18%

2009 Q3 81 0.12% 601,180 0.08% 0.26%

2009 Q4 519 0.80% 3,295,843 0.45% 0.71%

2010 Q1 681 1.05% 4,621,296 0.63% 1.34%

2010 Q2 938 1.44% 6,861,280 0.93% 2.27%

2010 Q3 799 1.23% 6,438,300 0.88% 3.15%

2010 Q4 2,492 3.84% 19,677,695 2.68% 5.83%

2011 Q1 3,493 5.38% 29,432,649 4.00% 9.83%

2011 Q2 4,148 6.39% 37,832,712 5.15% 14.98%

2011 Q3 3,299 5.08% 32,489,223 4.42% 19.40%

2011 Q4 5,162 7.95% 53,423,976 7.27% 26.67%

2012 Q1 5,540 8.53% 60,434,240 8.22% 34.89%

2012 Q2 5,572 8.58% 66,997,838 9.12% 44.00%

2012 Q3 5,337 8.22% 66,348,142 9.03% 53.03%

2012 Q4 9,106 14.02% 111,138,918 15.12% 68.15%

2013 Q1 8,245 12.69% 105,547,550 14.36% 82.51%

2013 Q2 7,657 11.79% 104,201,061 14.18% 96.69%

2013 Q3 1,686 2.60% 24,335,098 3.31% 100.00%

Total 64,956 100.00% 735,000,365 100.00% 100.00%

Use of Car No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

Professional 64,956 100.00% 735,000,365 100.00% 100.00%

PAR3757440 120

Use of Car No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

Total 64,956 100.00% 735,000,365 100.00% 100.00%

Top Borrowers No. of

Contracts % of

Contracts Outstanding

principal

% of outstanding

principal Cumulated percentage

TOP 1 35 0.05% 354,544 0.05% 0.05%

TOP 5 185 0.28% 1,748,931 0.24% 0.24%

TOP 10 339 0.52% 3,398,280 0.46% 0.46%

TOP 20 627 0.97% 6,278,465 0.85% 0.85%

TOP 30 864 1.33% 8,935,034 1.22% 1.22%

TOP 50 1,282 1.97% 13,871,126 1.89% 1.89%

TOP 100 2,306 3.55% 24,732,477 3.36% 3.36%

Total 64,956 - 735,000,365 100.00% -

PAR3757440 121

Date of Residual Value Payment

No. of Contracts

% of Contracts

Outstanding principal

% of outstanding

principal Cumulated percentage

2013 Q4 5,328 8.20% 43,321,696 5.89% 5.89%

2014 Q1 6,874 10.58% 59,220,428 8.06% 13.95%

2014 Q2 7,078 10.90% 65,898,198 8.97% 22.92%

2014 Q3 4,945 7.61% 49,787,276 6.77% 29.69%

2014 Q4 5,949 9.16% 64,506,030 8.78% 38.47%

2015 Q1 5,431 8.36% 62,325,371 8.48% 46.95%

2015 Q2 5,437 8.37% 67,950,812 9.25% 56.19%

2015 Q3 3,923 6.04% 49,674,581 6.76% 62.95%

2015 Q4 4,519 6.96% 58,913,496 8.02% 70.97%

2016 Q1 4,398 6.77% 59,030,166 8.03% 79.00%

2016 Q2 4,331 6.67% 60,512,770 8.23% 87.23%

2016 Q3 1,753 2.70% 24,339,589 3.31% 90.54%

2016 Q4 1,424 2.19% 19,155,133 2.61% 93.15%

2017 Q1 1,269 1.95% 17,345,976 2.36% 95.51%

2017 Q2 1,289 1.98% 18,536,428 2.52% 98.03%

2017 Q3 399 0.61% 5,910,909 0.80% 98.83%

2017 Q4 186 0.29% 2,470,383 0.34% 99.17%

2018 Q1 170 0.26% 2,426,449 0.33% 99.50%

2018 Q2 216 0.33% 3,125,022 0.43% 99.93%

2018 Q3 37 0.06% 549,654 0.07% 100.00%

Total 64,956 100.00% 735,000,365 100.00% 100.00%

PAR3757440 122

HISTORICAL PERFORMANCE DATA

The Seller (Crédipar) has extracted data on the historical performance of the entire auto lease portfolio managed in the EKIP system in place since the beginning of the third quarter in 2001. The tables below show historical data on gross losses, recoveries and delinquencies, for the period from the fourth quarter of 2005 to the second quarter of 2013.

PAR3757440 123

Cumulative quarterly gross losses (in percentages)

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 Q25 Q26 Q27 Q28 Q29 Q302005 05Q4 150,828,436 0.00% 0.05% 0.18% 0.35% 0.79% 1.28% 1.70% 2.11% 2.41% 2.65% 2.80% 2.94% 3.15% 3.35% 3.48% 3.56% 3.64% 3.71% 3.72% 3.75% 3.77% 3.79% 3.83% 3.84% 3.84% 3.85% 3.85% 3.85% 3.85% 3.85% 3.85%2006 06Q1 166,658,573 0.01% 0.07% 0.36% 0.67% 1.16% 1.52% 1.90% 2.23% 2.49% 2.66% 2.83% 3.04% 3.25% 3.49% 3.57% 3.66% 3.72% 3.78% 3.82% 3.86% 3.87% 3.95% 3.96% 3.96% 3.97% 3.97% 3.98% 3.99% 3.99% 3.99%

06Q2 141,785,483 0.00% 0.05% 0.31% 0.68% 1.19% 1.61% 2.05% 2.38% 2.63% 3.01% 3.23% 3.44% 3.68% 3.82% 3.99% 4.09% 4.23% 4.30% 4.34% 4.36% 4.45% 4.46% 4.47% 4.49% 4.50% 4.51% 4.51% 4.51% 4.51%06Q3 117,641,541 0.01% 0.06% 0.28% 0.73% 1.13% 1.58% 1.99% 2.28% 2.58% 2.88% 3.16% 3.36% 3.59% 3.90% 4.04% 4.13% 4.22% 4.30% 4.32% 4.37% 4.39% 4.41% 4.42% 4.43% 4.45% 4.46% 4.47% 4.47%06Q4 181,133,671 0.00% 0.08% 0.31% 0.51% 0.89% 1.28% 1.54% 1.77% 2.16% 2.48% 2.74% 2.94% 3.19% 3.38% 3.53% 3.58% 3.66% 3.69% 3.83% 3.85% 3.87% 3.88% 3.89% 3.90% 3.90% 3.90% 3.91%

2007 07Q1 168,935,534 0.00% 0.03% 0.23% 0.39% 0.75% 0.97% 1.25% 1.59% 2.10% 2.47% 2.83% 3.04% 3.32% 3.53% 3.65% 3.76% 3.84% 3.96% 4.02% 4.04% 4.05% 4.06% 4.07% 4.07% 4.07% 4.08%07Q2 140,558,126 0.06% 0.14% 0.36% 0.66% 0.95% 1.24% 1.66% 2.19% 2.79% 3.17% 3.58% 3.88% 4.14% 4.36% 4.54% 4.73% 4.90% 5.01% 5.06% 5.16% 5.19% 5.22% 5.24% 5.25% 5.26%07Q3 115,941,366 0.00% 0.06% 0.25% 0.56% 0.76% 1.26% 1.81% 2.35% 2.95% 3.38% 3.79% 4.08% 4.45% 4.68% 4.90% 5.12% 5.18% 5.27% 5.37% 5.45% 5.50% 5.52% 5.55% 5.57%07Q4 173,943,185 0.01% 0.06% 0.15% 0.30% 0.54% 1.02% 1.44% 1.80% 2.18% 2.45% 2.79% 3.02% 3.29% 3.59% 3.82% 3.90% 4.03% 4.08% 4.10% 4.14% 4.15% 4.18% 4.19%

2008 08Q1 154,450,191 0.00% 0.04% 0.21% 0.49% 0.84% 1.39% 1.93% 2.47% 2.90% 3.27% 3.57% 3.81% 4.04% 4.30% 4.48% 4.59% 4.66% 4.78% 4.82% 4.88% 4.90% 4.91%08Q2 136,642,561 0.00% 0.02% 0.26% 0.80% 1.40% 1.92% 2.31% 2.75% 3.17% 3.52% 3.92% 4.16% 4.60% 4.79% 5.01% 5.12% 5.23% 5.28% 5.39% 5.42% 5.44%08Q3 123,013,601 0.00% 0.00% 0.14% 0.68% 1.18% 1.70% 2.32% 2.71% 3.14% 3.56% 4.01% 4.34% 4.69% 4.93% 5.03% 5.18% 5.28% 5.45% 5.53% 5.58%08Q4 177,011,338 0.00% 0.02% 0.18% 0.49% 0.85% 1.15% 1.44% 1.72% 2.09% 2.36% 2.65% 2.85% 3.15% 3.35% 3.46% 3.63% 3.76% 3.83% 3.88%

2009 09Q1 137,636,557 0.00% 0.04% 0.12% 0.52% 0.89% 1.16% 1.45% 1.76% 2.09% 2.49% 2.70% 2.97% 3.14% 3.29% 3.42% 3.54% 3.61% 3.64%09Q2 114,209,186 0.00% 0.00% 0.20% 0.46% 0.78% 0.97% 1.38% 1.70% 2.22% 2.59% 2.96% 3.17% 3.38% 3.57% 3.80% 3.88% 3.89%09Q3 106,046,396 0.00% 0.00% 0.19% 0.48% 0.89% 1.21% 1.60% 1.90% 2.23% 2.51% 2.62% 2.86% 3.03% 3.21% 3.33% 3.39%09Q4 139,545,643 0.00% 0.01% 0.11% 0.22% 0.37% 0.65% 1.00% 1.25% 1.48% 1.89% 2.14% 2.28% 2.45% 2.64% 2.74%

2010 10Q1 134,732,849 0.00% 0.00% 0.10% 0.23% 0.37% 0.75% 1.10% 1.28% 1.64% 2.07% 2.33% 2.53% 2.75% 2.88%10Q2 129,028,691 0.00% 0.01% 0.11% 0.37% 0.73% 1.02% 1.44% 1.68% 2.08% 2.43% 2.65% 2.77% 2.95%10Q3 115,238,074 0.00% 0.01% 0.09% 0.35% 0.63% 1.14% 1.57% 1.86% 2.25% 2.64% 2.81% 2.93%10Q4 145,547,400 0.00% 0.00% 0.15% 0.37% 0.62% 0.90% 1.27% 1.60% 1.87% 2.17% 2.35%

2011 11Q1 133,967,544 0.00% 0.02% 0.21% 0.36% 0.53% 0.94% 1.24% 1.54% 1.86% 2.02%11Q2 139,888,959 0.00% 0.02% 0.18% 0.43% 0.59% 0.93% 1.32% 1.68% 1.90%11Q3 121,160,497 0.00% 0.03% 0.24% 0.41% 0.79% 1.16% 1.38% 1.73%11Q4 154,331,048 0.00% 0.01% 0.07% 0.18% 0.41% 0.64% 0.84%

2012 12Q1 146,030,574 0.00% 0.00% 0.21% 0.38% 0.54% 0.82%12Q2 126,268,303 0.00% 0.00% 0.27% 0.52% 0.81%12Q3 119,213,301 0.00% 0.06% 0.28% 0.44%12Q4 157,044,510 0.00% 0.02% 0.09%

2013 13Q1 148,506,507 0.00% 0.04%13Q2 41,737,382 0.00%

Origination quarterQuarterly

production

Cumulative quarterly recoveries (in percentages

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 Q25 Q26 Q27 Q28 Q29 Q302005 05Q4 98,113 0.00% 14.83% 17.54% 27.24% 65.27% 65.27% 65.27% 65.27% 66.09% 66.09% 67.13% 68.12% 68.12% 68.12% 68.12% 68.12% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98% 68.98%2006 06Q1 411,481 0.00% 10.13% 15.31% 54.77% 67.87% 67.91% 68.34% 69.26% 70.06% 71.08% 71.39% 71.46% 71.54% 71.90% 71.97% 72.33% 72.73% 73.03% 73.10% 73.10% 73.10% 73.19% 73.19% 73.19% 73.19% 73.19% 73.19% 73.19% 73.19% 73.19%

06Q2 883,137 1.47% 14.84% 46.79% 65.81% 66.39% 66.60% 67.26% 67.93% 68.26% 68.43% 68.66% 68.83% 69.00% 69.11% 69.31% 69.39% 69.44% 69.50% 69.83% 69.85% 69.88% 69.88% 69.88% 69.88% 69.88% 69.88% 69.88% 69.88% 69.88%06Q3 1,656,159 4.97% 31.36% 61.13% 65.56% 66.18% 68.38% 71.16% 72.38% 72.87% 73.14% 73.42% 73.68% 73.91% 74.10% 74.29% 74.29% 74.29% 74.30% 74.30% 74.30% 74.30% 74.31% 74.31% 74.31% 74.32% 75.11% 75.11% 75.11%06Q4 2,519,202 1.98% 49.00% 71.23% 72.38% 73.47% 73.76% 73.80% 74.13% 74.34% 74.41% 74.67% 74.70% 74.81% 74.82% 74.82% 74.83% 74.83% 74.83% 74.93% 74.93% 74.97% 74.97% 74.97% 74.97% 74.98% 74.98% 74.98%

2007 07Q1 2,921,595 4.67% 68.03% 72.42% 73.76% 73.89% 74.03% 74.06% 74.35% 74.55% 74.56% 74.56% 74.56% 74.59% 74.60% 74.63% 74.65% 74.67% 74.72% 75.11% 75.20% 75.20% 75.57% 75.57% 75.57% 75.60% 75.61%07Q2 3,809,742 9.09% 63.66% 69.20% 69.98% 71.47% 72.07% 72.75% 72.95% 73.21% 73.28% 73.51% 73.68% 73.70% 73.73% 73.74% 73.75% 73.78% 73.81% 73.82% 73.83% 73.83% 73.83% 73.84% 73.84% 73.84%07Q3 3,444,510 8.29% 65.56% 70.01% 70.20% 70.67% 71.05% 71.21% 71.40% 71.52% 71.56% 71.56% 71.59% 71.60% 71.60% 71.61% 71.61% 71.65% 71.67% 71.69% 71.73% 71.75% 71.77% 71.79% 71.80%07Q4 4,342,176 16.99% 64.91% 69.68% 70.31% 70.96% 71.01% 71.69% 71.70% 71.71% 71.73% 71.75% 71.84% 71.92% 71.97% 72.16% 72.22% 72.23% 72.31% 72.34% 72.34% 72.34% 72.35% 72.35%

2008 08Q1 4,021,527 6.07% 63.39% 66.14% 66.76% 66.95% 67.18% 67.45% 67.56% 67.85% 67.97% 68.02% 68.09% 68.18% 68.22% 68.38% 68.41% 68.48% 68.67% 68.70% 68.72% 68.74% 68.75%08Q2 2,998,854 24.86% 60.95% 65.41% 66.09% 66.65% 66.97% 67.20% 67.46% 67.48% 67.48% 67.49% 67.49% 67.53% 67.60% 67.71% 67.73% 67.73% 67.75% 67.78% 67.88% 67.88%08Q3 4,082,857 23.82% 60.48% 63.34% 64.15% 64.49% 64.61% 64.69% 64.72% 65.02% 65.40% 65.44% 65.45% 65.55% 65.55% 65.55% 65.57% 65.59% 65.64% 65.68% 65.68%08Q4 5,492,352 32.28% 56.21% 58.78% 59.71% 60.39% 60.96% 61.28% 61.52% 61.84% 61.89% 62.00% 62.07% 62.14% 62.19% 62.36% 62.37% 62.39% 62.41% 62.43%

2009 09Q1 7,477,685 32.83% 59.08% 61.49% 62.44% 62.94% 63.38% 63.60% 63.65% 63.70% 63.79% 63.83% 63.87% 63.95% 64.01% 64.06% 64.08% 64.09% 64.10%09Q2 6,860,432 30.60% 54.52% 57.29% 58.97% 60.31% 61.10% 61.35% 61.59% 61.72% 61.78% 61.81% 62.00% 62.19% 62.29% 62.35% 62.36% 62.37%09Q3 6,097,990 33.22% 54.80% 63.53% 64.77% 65.14% 65.41% 65.59% 65.76% 65.81% 66.13% 66.31% 66.40% 66.52% 66.53% 66.54% 66.55%09Q4 6,748,261 27.71% 59.88% 63.46% 64.62% 66.06% 67.23% 67.68% 67.96% 68.01% 68.02% 68.16% 68.16% 68.17% 68.20% 68.26%

2010 10Q1 6,382,577 26.73% 61.53% 64.73% 65.59% 65.97% 66.38% 66.71% 67.18% 67.46% 67.63% 67.74% 67.76% 67.79% 67.88%10Q2 5,531,521 22.26% 56.22% 58.57% 60.18% 60.85% 61.66% 61.81% 62.26% 62.37% 62.44% 62.63% 62.91% 62.92%10Q3 5,433,542 28.11% 58.45% 61.00% 62.70% 63.94% 64.46% 65.09% 65.47% 65.68% 65.84% 65.94% 65.96%10Q4 4,912,458 29.11% 62.09% 64.18% 65.38% 66.01% 66.35% 67.08% 67.23% 67.62% 67.73% 67.76%

2011 11Q1 6,058,797 25.09% 60.99% 63.08% 64.33% 65.39% 66.05% 66.71% 66.79% 66.93% 66.96%11Q2 6,768,960 25.74% 52.25% 53.71% 54.65% 55.92% 56.14% 56.60% 57.07% 57.31%11Q3 4,836,818 25.24% 59.78% 62.50% 63.39% 63.84% 64.97% 65.37% 65.58%11Q4 5,277,588 27.03% 59.31% 60.84% 62.82% 64.05% 64.58% 65.03%

2012 12Q1 5,086,380 24.57% 57.02% 59.07% 60.74% 60.97% 61.16%12Q2 5,077,777 20.77% 43.36% 46.94% 48.87% 49.73%12Q3 5,190,303 26.49% 53.88% 56.93% 57.84%12Q4 5,103,263 27.98% 54.25% 57.34%

2013 13Q1 4,354,632 19.64% 48.95%13Q2 1,638,077 23.88%

Quarter of defaultOutstanding

defaultedRécupérations cumulées, à la fin du n-ième trimestr e suivant le trimestre de défaut, sur les créances en défauts

PAR3757440 124

Delinquencies

Dec-05 1.27%

Jan-06 1.29%

Feb-06 1.26%

Mar-06 1.31%

Apr-06 1.38%

May-06 1.56%

Jun-06 1.29%

Jul-06 1.47%

Aug-06 1.92%

Sep-06 1.75%

Oct-06 1.62%

Nov-06 1.64%

Dec-06 1.65%

Jan-07 1.76%

Feb-07 1.65%

Mar-07 1.59%

Apr-07 1.58%

May-07 1.85%

Jun-07 1.60%

Jul-07 1.59%

Aug-07 1.63%

Sep-07 1.52%

Oct-07 1.38%

Nov-07 1.44%

Dec-07 1.47%

Jan-08 1.63%

Feb-08 1.60%

Mar-08 1.71%

Apr-08 1.73%

May-08 1.94%

Jun-08 1.93%

Jul-08 2.05%

Aug-08 2.30%

Sep-08 2.06%

Oct-08 2.05%

Nov-08 2.25%

Dec-08 2.22%

Jan-09 2.43%

Feb-09 2.44%

Mar-09 2.32%

Apr-09 2.39%

May-09 2.58%

Jun-09 2.27%

Jul-09 2.31%

Aug-09 2.54%

Sep-09 2.28%

Oct-09 2.10%

Nov-09 1.92%

Dec-09 2.04%

Jan-10 2.19%

Feb-10 2.32%

Mar-10 2.08%

Apr-10 2.11%

May-10 2.19%

Jun-10 1.97%

Jul-10 2.13%

Aug-10 2.19%

Sep-10 1.97%

Oct-10 1.97%

Nov-10 2.10%

Dec-10 2.14%

Jan-11 2.18%

Feb-11 2.14%

Mar-11 2.00%

Apr-11 1.98%

May-11 1.90%

Jun-11 1.80%

Jul-11 1.84%

Aug-11 2.08%

Sep-11 1.91%

Oct-11 1.81%

Nov-11 1.73%

Dec-11 1.90%

Jan-12 1.83%

Feb-12 1.82%

Mar-12 1.78%

Apr-12 1.73%

May-12 1.84%

Jun-12 1.64%

Jul-12 1.65%

Aug-12 1.80%

Sep-12 1.74%

Oct-12 1.55%

Nov-12 1.62%

Dec-12 1.62%

Jan-13 1.55%

Feb-13 1.77%

Mar-13 1.69%

Apr-13 1.75%

Deliquencies less than 150 days in

arrears

PAR3757440 125

Prepayment

The following table shows the annualised prepayment rate from January 2010 to April 2013.

Jan-10 2.14%

Feb-10 1.77%

Mar-10 2.02%

Apr-10 2.10%

May-10 1.74%

Jun-10 2.22%

Jul-10 2.31%

Aug-10 1.13%

Sep-10 1.93%

Oct-10 1.95%

Nov-10 1.59%

Dec-10 2.66%

Jan-11 1.75%

Feb-11 2.11%

Mar-11 2.20%

Apr-11 2.38%

May-11 2.20%

Jun-11 2.31%

Jul-11 2.30%

Aug-11 1.39%

Sep-11 2.08%

Oct-11 2.68%

Nov-11 2.34%

Dec-11 2.68%

Jan-12 1.99%

Feb-12 1.89%

Mar-12 2.72%

Apr-12 1.90%

May-12 1.95%

Jun-12 2.54%

Jul-12 2.67%

Aug-12 1.31%

Sep-12 2.67%

Oct-12 3.22%

Nov-12 2.95%

Dec-12 3.45%

Jan-13 2.57%

Feb-13 2.26%

Mar-13 2.41%

Apr-13 2.12%

Annualized prepayment rate

1.96%

2.15%

2.44%

1.82%

Yearly prepayment rate

2010

2011

2012

2013 annualized

PAR3757440 126

DESCRIPTION OF THE MASTER PURCHASE AGREEMENT

INTRODUCTION

Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer Series of Receivables to the FCT on each Purchase Date. 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 Purc hase 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. The Initial Receivables will be randomly selected on the Initial Selection Date.

Transfer of Additional Receivables on the Subsequen t 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

No later than one (1) Business Day prior to each Subsequent Purchase Date, the Seller may offer to sell to the Management Company Series of Receivables which satisfy the Eligibility Criteria pursuant to a written Purchase Offer. All Purchase Offers submitted by the Seller to the Management Company (with a copy to the Custodian) will include, among other things, 1) the number of selected Additional Receivables proposed to be transferred, 2) the related aggregate Contract Outstanding Balance of the selected Series of Receivables and 3) the Purchase Price of the corresponding Series of Receivables. 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 Series of 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 Series of 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 Series of 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 Series of Receivables by signing the Transfer Document and sending a certified copy of such Transfer Document to the Seller (with a copy to the Custodian) at the latest on the relevant Subsequent Purchase Date. Such acceptance will be irrevocable and binding on the FCT as against the Seller.

REPURCHASE OPTION

Further to the termination of an Auto LTL Contract and/or if a Series of Receivables has become a Defaulted Series of Receivables:

PAR3757440 127

(a) if the relevant Car is due to be sold to the relevant PSA Car Dealer pursuant to Seller Performance Undertaking (b), on the Repurchase Date following the Collection Period in the course of which the termination date of the relevant Auto LTL Contract took place, Crédipar shall be entitled to request the Management Company to transfer back to it all Purchased Receivables of the relevant Series of Receivables on that Repurchase Date for a repurchase price equal to the greater of (i) the Contract Outstanding Balance as of the date of termination of the relevant Series of Receivables and (ii) the amount of the Car Sale Receivable under the relevant Car Buy Back Contract as of the date of termination of the relevant Series of Receivables;

(b) if the relevant Car is due to be sold to a third party pursuant to such Seller Performance Undertaking (b), on each Repurchase Date prior to the last day of the fifth (5th) month following the month during which the relevant Series of Receivables has become a Defaulted Series of Receivables and/or the relevant Auto LTL Contract has been terminated, Crédipar shall be entitled to request the Management Company to transfer back to it all Purchased Receivables of the relevant Series of Receivables on that Repurchase Date for a repurchase price equal to the Contract Outstanding Balance as of the date of termination of the relevant Series of Receivables and/or the date on which the relevant Series of Receivables has become a Defaulted Series of Receivables,

it being specified that the repurchase of the relevant Purchased Receivables shall only be effective upon receipt of (i) the repurchase price by the Compartment to the credit of the General Collection Account and (ii) a Solvency Certificate in the form set out in the Master Purchase Agreement (the “Repurchase Option ”).

REPRESENTATIONS AND WARRANTIES OF THE SELLER

Representations and warranties relating to the Sell er

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:

1. 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 Autorité de Contrôle Prudentiel et de Résolution;

2. Non-Violation : the execution, signing and delivery of the Master Purchase Agreement and the other Transaction Documents to which it is a party and the performance of any of its obligations under the Master Purchase Agreement and the other Transaction Documents to which it is a party 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, (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 to the effect that such conflict or violation has a material adverse effect on the Seller financial situation or (c) any document which contains or establishes its constitution;

3. Insolvency Proceedings : it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any of the proceedings set out in book VI of the French Commercial Code (including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) nor unable to pay its debt due with its available funds (en état de cessation des paiements) (as interpreted under Article L. 613-26 of the French Monetary and Financial Code);

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4. 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 Purchase Agreement and the other Transaction Documents to which it is a party;

5. 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 Purchase Agreement and the other Transaction Documents to which it is a party;

6. Obligations Binding: its obligations under the Master Purchase Agreement and the other Transaction Documents to which it is a party are valid and binding on it and enforceable against it in accordance with their respective terms;

7. 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; in particular, but without limitation, each Rental Instalments set out in the Data File in respect of each Auto LTL Contract is identical to the Rental Instalments set out in the Operation Confirmation relating to that Auto LTL Contract;

8. Transaction Documents : it has 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;

9. Prospectus : it has full knowledge of the terms and conditions of the Prospectus approved by the Autorité des Marchés Financiers on 30 October 2013 under visa number FCT N°13-11 and assumes any liability in respect of the information provided under sections "Description of the Auto LTL Contracts and the Receivables", "Historical Performance Date", "Statistical Information relating to the Provisional Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of Banque PSA Finance Group and the Seller" contained in the Prospectus; and

Representations and Warranties relating to the conf ormity of the Series of 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 Series of Receivables transferred to the FCT on any Purchase Date, that:

(a) each Receivable being part of that Series of Receivables complies with the Receivables Eligibility Criteria; and

(b) each Auto LTL Contract relating to that Series of Receivables complies with the Contracts Eligibility Criteria,

as of such Purchase Date.

COVENANTS OF THE SELLER

Sale of the Cars

Pursuant to the Master Purchase Agreement, the FCT is purchasing each Series of Receivables in respect of a Car and more particularly the relevant Car Sale Receivable in

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consideration of the undertaking and guarantee from the Seller that, as long as there remains any Purchased Receivable outstanding, the Seller will:

(a) on the Closing Date, provide the FCT with a list (the “Declared Auctioneers List” ) of the name, address, telephone and facsimile number and e-mail address of each auctioneer (a “Declared Auctioneer” ) which it usually appoints for the purpose of selling the Cars repossessed from Lessees (at the maturity of the relevant Auto LTL Contract, or if the Auto LTL Contract is terminated following the default of the Lessee);

(b) on each Payment Date, provide the FCT with an updated Declared Auctioneer List (to the extent modified);

(c) each time an Auto LTL Contract is terminated (for whatsoever reason, except in case of transfer of the relevant Car from that Auto LTL Contract to a new Auto LTL Contract) and except in the event that Crédipar exercises the Repurchase Option in respect of the relevant Series of Receivables:

(i) sell the relevant Car:

(A) save in the circumstances described in paragraph (B) below, to the PSA Car Dealer pursuant to the relevant Car Buy Back Contract no later than the Repurchase Date immediately following the Collection Period in the course of which the termination date of the relevant Auto LTL Contract took place; or

(B) if the relevant Series of Receivables becomes a Defaulted Series of Receivables or if, as of the termination date of the relevant Auto LTL Contract, the relevant PSA Car Dealer is in default under its undertaking pursuant to the Car Buy Back Contract or insolvent or subject to insolvency proceedings initiated with a court, including any of the proceedings set out in book VI of the French Commercial Code or if such Car Buy Back Contract does not apply: (1) by appointing a duly licensed auctioneer (commissaire-priseur) as its agent for the purpose of selling the relevant Car, provided that such appointment shall always be made on a Car by Car basis; or (2) by selling the relevant Car directly on its own to any buyer, on a Car by Car basis (not pursuant to a master agreement (contrat-cadre) in accordance with the usual management and operational procedures of the Seller, no later than on the last day of the fifth (5th) month following the month during which the relevant Series of Receivables has become a Defaulted Series of Receivables and/or the relevant Auto LTL Contract has been terminated;

In the event that the Seller has failed to comply with its undertaking above no later than on the last day of the fifth (5th) month following the month during which the relevant Series of Receivables has become a Defaulted Series of Receivables and/or the relevant Auto LTL Contract has been terminated, the Seller shall, within the immediately following ten (10) Business Days, provide the Management Company with elements demonstrating that (i) it has used its best efforts to recover and sell the relevant Car in accordance with its usual management and operational procedures and (ii) an external reason is delaying the recovery and/or the sale of such Car. At the end of such ten (10) Business Days, the Management Company shall analyse the elements provided to it by the Seller and, on this basis, decide whether:

(a) to grant an additional period of time to the Seller to comply with this undertaking (c)(i)(B)(2); or

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(b) to declare the Seller as having breached this undertaking (c)(i)(B)(2);

(If the relevant Car has not been sold on the last day of the fifth (5th) month following the month during which the relevant Series of Receivables has become a Defaulted Series of Receivables and/or the relevant Auto LTL Contract has been terminated, the Seller shall pay an indemnity to the FCT in accordance with the provisions of Section “Seller Performance Undertakings and Performance Reserve” below and undertakes to continue to use its best efforts to sell the relevant Car after such payment; and

(ii) take all steps as may be necessary to ensure that the relevant Car is delivered to the relevant auctioneer or buyer (including, if necessary, by repossessing the Car from the relevant Lessee or PSA Car Dealer, as applicable, by way of judicial proceedings); and

(iii) instruct the duly licensed auctioneer (commissaire-priseur) to forthwith credit the sale price of the relevant Car to a bank account of the Servicer, it being reminded that, pursuant to the Master Servicing Agreement, the Servicer has undertaken to transfer such sale price to the Specially Dedicated Bank Account on the Business Day following its receipt or, as applicable, instruct the buyer to forthwith credit the sale price of the relevant Car to the Specially Dedicated Bank Account.

The Seller undertakes to ensure that any Car Sale Contract entered into for the purpose of selling the Car shall meet the following criteria:

1. the Car Sale Contract constitutes the valid, binding and enforceable contractual obligations of the buyer and the Seller;

2. the Car Sale Contract is not, voidable, rescindable or subject to legal termination and does not include any restriction on assignment of the claims arising therefrom;

3. the Car Sale Contract is governed by French law and any related claims are subject to the exclusive jurisdiction of French courts;

4. all amounts payable under the Car Sale Contract are and will be denominated in euro and payable in euro and in metropolitan France;

5. the Car Sale Contract is not subject to any litigation or express dispute between the Seller and the buyer;

6. to its best knowledge, the buyer is not insolvent or subject to insolvency proceedings initiated with a court, including any of the proceedings set out in book VI of the French Commercial Code.

Other covenants

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:

1. Continuation of the Auto LTL Contract and the Car B uy Back Contract : not to

terminate or act in a manner that could reasonably be expected to lead to the termination of any Auto LTL Contract and the Car Buy Back Contract prior to their scheduled contractual term, save where such termination results from (i) the default of the relevant Lessee, (ii) the theft or destruction of the relevant Car under that Auto LTL Contract or the Car Buy Back Contract, (iii) the transfer of the relevant Car from that Auto LTL Contract to a new Auto LTL Contract or (iv) the early restitution of a Car by a Lessee subject to a PSA Car Dealer having previously accepted in writing to purchase

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such Car from the Seller and, if the purchase price agreed with the PSA Car Dealer is less than the Contract Outstanding Balance of the relevant Auto LTL Contract, the Lessee having accepted to indemnify the Seller so that the sum of the purchase price due by the PSA Car Dealer and the indemnity due, as the case may be, by the Lessee, corresponds to at least the Contract Outstanding Balance of the relevant Auto LTL Contract as of the date of its termination, without prejudice to the obligation of the Seller to repurchase the relevant Purchased Receivables from the FCT if the case arises;

2. Collective Insurers : on the Closing Date, provide the Compartment with the name, address, telephone and facsimile number and e-mail address of each Collective Insurer (the “Collective Insurers List ”) and on each Subsequent Purchase Date, provide the FCT with an updated Collective Insurers List (to the extent modified);

3. Rights of the Compartment in the Purchased Receivab les : 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 Purchased Receivable including the Ancillary Rights (whether existing or future);

4. Arising of the Purchased Receivables : to the fullest extent possible, always act in a manner and take the decisions that will lead to the effective arising of the Purchased Receivables which are future receivables as of their Purchase Date;

5. Implicit Interest Rate: not to reduce the Implicit Interest Rate of the Auto LTL Contract after the relevant Purchase Date;

6. Rental Instalments : not to modify the number, the amount and the dates of payments except for a change of payment dates which results in having all the remaining payment dates brought forward or postponed by the same period of time (such period not exceeding thirty (30) calendar days) (changement de quantième) of any Rental Instalments relating to any Auto LTL Contract after the relevant Purchase Date;

7. Auto LTL Contract : except as per covenant “Rental Instalments” above, not to modify under any circumstance and for any reason whatsoever the Terms and Conditions of any Auto LTL Contract and Car Buy Back Contract after the Purchase Date of the Series of Receivables sold to the FCT relating to that Auto LTL Contract and Car Buy Back Contract if it could reasonably have an adverse effect on the rights of the Compartment and 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;

8. Maintenance of Systems and Procedures : to maintain an accounting system which is prepared and managed in accordance with generally accepted French and IFRS accounting principles and, in any case, to keep on providing the Management Company with the split of each Rental Instalment between the Principal Component and the Interest Component (computed at the Implicit Interest Rate of such Auto LTL Contract) and to ensure that in such system, the Principal Component of the Rental Instalments under the relevant Auto LTL Contract shall reduce the Contract Outstanding Balance on the Rental Instalment Invoicing Date, regardless as to whether they are paid or not on the relevant Rental Instalment Due Date;

9. Personal Data : to encrypt any personal data relating to individuals involved either directly or indirectly for the payment of Purchased Receivables before transmitting them to the Management Company and/or to any replacement servicer, as the case may be;

10. 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

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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;

11. Information on the Purchased 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 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, in each case to the extent allowed by applicable data protection laws and banking secrecy law;

12. Information on the PSA Car Dealers committed to buy back the Cars : to provide the Management Company and the Custodian once per month with a breakdown of the network of PSA Car Dealers between independent car dealers and affiliates of the PSA Group;

13. Other Information : to the extent allowed by applicable data protection laws and banking secrecy law, 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;

14. 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) may reasonably 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 in any other form determined by the Master Purchase Agreement or by any other Transaction Document and to make its best efforts to make the data 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), provided that (i) the Management Company shall have no right to examine or make copies of and extracts from records which contain confidential technical information of the Seller and (ii) no originals of records other than Contractual Documents shall be removed from the Servicer’s premises;

15. Access : to permit the Management Company and the Custodian, the auditors of the, Compartment and any other representatives of the FCT to visit the offices of the Seller during normal office hours in order to:

(a) 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,

(b) 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

(c) upon reasonable prior notice, examine the books, records and documents relating to the Purchased Receivables;

The costs arising from the audits mentioned above shall be borne by the Compartment.

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16. Keeping of Records : to keep and maintain and to take all necessary measures in order to provide the Servicer (or any substitute servicer) with all necessary information and records required by the Servicer in order to keep and maintain records for each Purchased Receivable for the purpose of identifying at any time, in particular, the amounts which have been paid by or to any Lessee, which are to be paid by or to any Lessee, the source of payments which are paid to the Seller or the Servicer and the balance outstanding with respect to each Lessee. 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 Purchased Receivable together with the related Ancillary Rights as sold and assigned to the FCT;

17. Underwriting and Management Procedures : (i) to comply with its underwriting and management procedures with respect to each Lessee and/or PSA Car Dealer, Receivable and Ancillary Right as if interests in such 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 and the Servicer (or any substitute servicer) ;

18. Limitation to Deposit Taking Activity : the Seller shall only enter into a deposit taking activity with a Lessee included in the Transaction, if (i) such deposit taking activity does not give rise to any set-off right of the relevant Lessee in respect of any Purchased Receivable or, otherwise (ii) such set-off right has been contractually waived by the relevant Lessee or (iii) the Compartment is protected against any risk arising from such set-off right by any suitable means;

19. Sales, Liens : except as otherwise provided for in the Master Purchase Agreement, and with the exception of the Cars Pledge, 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 Receivable or any related Auto LTL Contract, Buy Back Agreement or Car Sale 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;

20. Solvency Certificate : on the Closing Date and on each Subsequent Purchase Date, to deliver to the Management Company with a copy to the Custodian a solvency certificate in the form set out in the Master Purchase Agreement and dated the date of delivery; and

21. Compliance with article 122a of the CRD :

(a) (i) to subscribe for all the Class C Notes and all Residual Units and (ii) to retain on an on-going basis all the Class C Notes and the Residual Units until the full amortisation of the Listed Notes and (iii) not to transfer, sell or benefit from a guarantee or otherwise hedge any of the Class C Notes and the Residual Units before the full amortisation of the Listed Notes. Any change to the manner in which such material net economic interest is held by the Seller will be immediately notified to the Management Company and the relevant representative of the Class A Noteholders and Class B Noteholders; and

(b) to provide (or cause to be provided) all information to the relevant representative of the Class A Noteholders and Class B Noteholders that is required to enable the Class A Noteholders and Class B Noteholders to comply with Article 122a of the Capital Requirements Directive, as the same may be replaced, amended and/or supplemented by the provisions of articles 405 to 410 of the Capital Requirements Regulation.

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PURCHASE PRICE OF THE RECEIVABLES

The Purchase Price of any Series of Receivables purchased by the FCT on any Purchase Date will be equal to the Contract Outstanding Balance of that Series of Receivables as of the Selection Date immediately preceding its Purchase Date.

The Purchase Prices of the Series of 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 Purchase Price of the Series of Receivables transferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Principal Account on the Payment Date immediately following the relevant Subsequent Purchase Date, in accordance with the relevant Priority of Payments.

FAILURE TO CONFORM AND REMEDIES

General

When consenting to acquire any Series of Receivables on any given Purchase Date, the Compartment, will take into consideration, as an essential and determining condition for its consent (condition essentielle et déterminante de son consentement), the conformity of that Series of 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 Series of 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 French Monetary and Financial Code. Nevertheless, the responsibility for the non-compliance of the Series of 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 therefor) and the Management Company will therefore rely only on the representations made, and on the warranties given, by the Seller regarding that Series of 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 non-conformity 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 Series of Receivables to the Eligibility Criteria was false or incorrect by reference to the facts and circumstances existing on the Purchase Date of that Series of 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 LTL Contract relating to that Series of Receivables with the Contracts Eligibility Criteria and/or of a Purchased Receivable being part of that Series of Receivables with the Receivables Eligibility Criteria, will be remedied by the Seller, subject to prior consultation with the Management Company, by either:

(a) to the extent possible, and as soon as practicable, taking any appropriate steps to rectify the non-conformity and ensure that the relevant Auto LTL Contract complies with the Contracts Eligibility Criteria and/or that the relevant Purchased Receivable complies with the Receivables Eligibility Criteria by no later than the Repurchase Date

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falling in the calendar month following the calendar month during which the non-conformity of that Series of Receivables was notified by a party to the other; or

(b) otherwise, the rescission (résolution) of the transfer of the whole Series of Receivables to which that Auto LTL Contract relates and/or that Purchased Receivable belongs which shall take place on the Repurchase Date falling in the calendar month following the calendar month during which the non-conformity of that Series of Receivables was notified by a party to the other and the indemnification of the FCT. The amount payable by the Seller to the FCT on that Purchase Date as a consequence of such rescission will be equal to the then Contract Outstanding Balance of the relevant Series of Receivables plus any accrued and outstanding interest and any other outstanding amounts of principal, interest, expenses and other ancillary amounts relating to that Series of Receivables as of such Purchase Date that have not already been paid to the FCT (the “Non-Conformity Rescission Amount” ), and, as the case may be, during the Revolving Period, substituting such non-conforming Series of Receivables with one or more Series of Receivables which satisfy the Eligibility Criteria. If the Management Company decides to proceed with such substitution:

(i) such substitution shall take place on the Purchase Date on which the transfer of the relevant non-conforming Series of Receivables is rescinded (résolu) in accordance with paragraph (b) above;

(ii) the substituted Series of Receivables shall be transferred by the Seller to the FCT on that Purchase Date in accordance with the provisions of the Master Purchase Agreement;

(iii) the Non-Conformity Rescission Amount payable by the Seller on that Purchase Date in relation to the non-conforming Series of Receivables will be set–off against aggregate of the Purchase Prices of the substituted Series of Receivables, 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 non-conformity and rescission of the transfer of a given Series of Receivables shall not affect in any manner the validity of the transfer of any other Series of 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 Series of 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 Series of Receivables 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 Obligors.

Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Series of Receivables with the Eligibility Criteria shall not entitle the Noteholders to assert any claim directly against the Seller, the Management

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Company having the exclusive competence under article L. 214-183 of the French Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings.

GENERAL RESERVE

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 Reserve Cash Deposits Agreement.

In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code and with the provisions of the Reserve Cash Deposits Agreement, as security for the full and timely payment 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.

The General Reserve Cash Deposit will be equal to one point twenty five (1.25) per cent. of the aggregate of the Initial Principal Amounts of the Class A Notes, the Class B Notes and the Class C Notes. The General Reserve Cash Deposit will constitute the initial balance standing to the credit of the General Reserve Account.

The General Reserve will constitute the amount standing to the credit of the General Reserve Account at any time and shall be applied by the FCT as described below (it being understood that all amounts of interest received from the investment of the General Reserve and standing, as the case may be, to the credit of the General Reserve Account, shall not be taken into account).

During the Revolving Period and the Amortisation Period, the General Reserve Account will be:

(a) on each Settlement Date, debited in full in order to credit the Interest Account with the amount of the General Reserve, and

(b) on each Payment Date, as applicable, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the Interest Account to the General Reserve Account, in accordance with and subject to the Interest Priority of Payments.

On the Settlement Date immediately preceding the General Reserve Final Utilisation Date, the General Reserve Account will be debited in full in order to credit the General Collection Account with the amount of the General Reserve.

Upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller.

In accordance with 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 General Reserve Account and paying to the Seller the financial proceeds resulting from such investment being credited to the General

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Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments.

BENEFIT OF THE MASTER PURCHASE AGREEMENT

The Master Purchase Agreement shall be binding upon and inure to the benefit of each party to such Master Purchase Agreement and its successors and permitted assignees. The parties’ rights and obligations under the Master Purchase Agreement are personal to them and may not be transferred, directly or indirectly, in whole or in part, to third parties except as expressly described in the paragraph below. In particular, but without limitation, the Seller shall not transfer any Car to any third party, except following termination of the relevant Auto LTL Contract in accordance with its terms and conditions and subject to the provisions of the Transaction Documents, or as expressly described in the paragraph below.

Without prejudice of the foregoing, the Seller shall be entitled to substitute, in relation to its rights and obligations under the Master Purchase Agreement, any other entity, existing or newly created, intended to take over its activities from which the Purchased Receivables originates 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 by way of any change into another corporate form or branch, provided that:

(a) Banque PSA Finance owns, directly or indirectly, more than 50% of the share capital and the voting rights attached to the share capital of the substituted entity;

(b) (i) the Cars are transferred to the substituted entity together with the corresponding Auto LTL Contracts and (ii) the substituted entity shall (1) assume by operation of law all of the rights and obligations of Crédipar (in all capacities) under the terms of the Master Purchase Agreement and all other Transaction Documents and, in particular but without limitation its obligations relating to the preservation of the rights of the Compartment under the Purchased Receivables and to the sale of the Cars, and (2) confirm or reinstate any transfer of Purchase Receivables effected under the Master Purchase Agreement;

(c) the substituted entity shall (i) be duly licensed as an établissement de crédit (credit institution) by the Comité des Etablissements de Crédit et des Entreprises d’Investissement or by the Autorité de Contrôle Prudentiel et de Résolution to enter into opérations de banque (banking transactions within the meaning of article L. 311-1 of the French Monetary and Financial Code) or (ii) be authorised to carry out the same activities as the Seller under libre prestation de services (freedom to provide cross-border services) or under liberté d’établissement (freedom of establishment) in accordance with article L. 511-22 of the French Monetary and Financial Code and the Autorité de Contrôle Prudentiel et de Résolution has been duly informed in that respect;

(d) where applicable, the substituted entity has performed the specific undertakings of the Seller set out in the Master Purchase Agreement;

(e) the Management Company and the Custodian shall have given their prior written approval of such substitution;

(f) the substituted entity has in particular acknowledged and agreed to non petition and limited recourse provisions in substantially similar terms as those set out in the Master Definitions Agreement; and

(g) 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 Listed Notes or that such substitution limits such downgrading or avoids such withdrawal.

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As shareholder of Crédipar, Banque PSA Finance undertakes to comply with the limitations and conditions provided for in this Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Benefit of the Master Purchase Agreement” of the Prospectus and to ensure that the provisions of such Section are complied and indemnify the Compartment in case of breach by itself or Crédipar of the above provisions where such breach deprives the Compartment of part or all of its rights under the Transaction Documents or the Purchased Receivables or detrimentally affect any such rights, such breach not being remedied in a satisfactory manner within two (2) Business Days after the earlier between a notification in writing addressed to it by the Management Company or the date on which Banque PSA Finance became aware of such breach.

In the event that any other entity, existing or newly created, intends to take over the activities of the Seller by way of merger, demerger, contribution in part or in whole of assets or in any other way including any change into another corporate form or branch, the new entity acting as seller shall grant a pledge without dispossession (gage sans dépossession) pursuant to article 2333 of the French Civil Code over the Cars corresponding to the Series of Receivables transferred to the Compartment on any Subsequent Purchase Date in the same terms as the Cars Pledge Agreement.

SELLER PERFORMANCE UNDERTAKINGS AND PERFORMANCE RESERVE

The Performance Reserve aims at guaranteeing the financial obligations of the Seller to indemnify the FCT in case of a breach of any of its “Seller Performance Undertakings ” in respect of any of the Auto LTL Contract, being the undertakings to ensure:

(a) the continuation of such Auto LTL Contract in accordance with the usual management and operational procedures of the Seller and the provisions of the Transaction Documents (including but not limited to the covenants as set out in Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Other covenants – Continuation of the Auto LTL Contracts and the Car Buy Back Contracts”);

(b) the compliance with the provisions set out in Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Covenants – Sale of the Cars” of this Prospectus; and

(c) the compliance with the provisions set out in Section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Benefit of the Master Purchase Agreement” of this Prospectus,

by paying to the FCT an amount equal to:

(A) in case of a breach by the Seller of the Seller Performance Undertaking (a) in respect of any of the Auto LTL Contract, the Contract Outstanding Balance of the corresponding Series of Receivables as of the date of termination of the relevant Auto LTL Contract;

(B) in case of a breach of the Seller Performance Undertaking (b) in respect of any of the Auto LTL Contract:

− if the relevant Car was due to be sold to the relevant PSA Car Dealer pursuant to such Seller Performance Undertaking (b), the Contract Outstanding Balance of the corresponding Series of Receivables as of the date of termination of the relevant Auto LTL Contract; and

− if the relevant Car was due to be sold to a third party pursuant to such Seller Performance Undertaking (b), the applicable Delay Indemnity in respect of the relevant Car;

(C) in case of a breach of the Seller Performance Undertaking (c) in respect of any of the Auto LTL Contract, the Contract Outstanding Balance of the corresponding Series of

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Receivables corresponding to the Car that would have been transferred in breach of that covenant,

together, the “Compensation Payment Obligations ”.

Any Compensation Payment Obligation shall be paid by the Seller no later than on the Settlement Date immediately following the occurrence of the relevant breach. Following the credit of the full amount of the Compensation Payment Obligation in respect of a given Car to the General Collection Account and the provision of a solvency certificate by the Seller on that date, the Car Sale Proceeds and all Recoveries related to such Car shall be transferred by the FCT to the Seller.

The Performance Reserve will constitute the amount standing to the credit of the Performance Reserve Account at any time (it being understood that all amounts of interest received from the investment of the Performance Reserve and standing, as the case may be, to the credit of the Performance Reserve Account, shall not be taken into account).

On the Closing Date, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Initial Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the Closing Date, as security for the due and timely payment of all Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie).

On each Settlement Date during the Revolving Period, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Additional Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the immediately preceding Purchase Date, as security for the due and timely payment of all corresponding additionnal Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie).

On any Payment Date and absent any failure by the Seller to pay any due and payable Compensation Payment Obligation (and again after the occurrence of a failure by the Seller to pay any due and payable Compensation Payment Obligation, if the Management Company decides to resume with such release of the Performance Reserve considering the interest of the Noteholders and the Unitholders), the amount of the Performance Reserve to be released to the Seller outside any Priority of Payments, will be calculated as follows:

(a) if any Car has been sold to the relevant PSA Car Dealer in accordance with the relevant Car Buy Back Contract and the relevant sale price has been paid to the FCT during the Collection Period preceding the relevant Settlement Date, 1.5 per cent. of the Purchase Price of the relevant Series of Receivables;

(b) if any Car is sold to a party other than the relevant PSA Car Dealer and the relevant Car Sale Proceeds have been paid to the FCT during the Collection Period preceding the relevant Settlement Date, 5 per cent. of the Car Sale Proceeds effectively received by the FCT in respect of the relevant Auto LTL Contract during that Collection Period, limited to 1.5 per cent. of the Purchase Price of the relevant Series of Receivables; and

(c) if any Series of Receivables has been repurchased by the Seller in accordance with section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT - Commercial Renegotiation” or “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Repurchase Option” or the sale of the relevant Series of Receivables has been rescinded in accordance with section “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT – Remedies in case of non-conformity”: 1.5 per cent. of the Purchase Price of the relevant Series of Receivables.

In the event of a failure by the Seller to pay any due and payable Compensation Payment

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Obligation, there shall no longer be any release of the Performance Reserve to the Seller, until and unless the Management Company decides otherwise considering the interest of the Noteholders and the Residual Unitholders. In the event of a failure by the Seller to pay in full a Compensation Payment Obligation on its due date, the Management Company will be entitled (i) to set-off the restitution obligations of the FCT under the Performance Reserve Cash Deposit against the then due and payable Compensation Payment Obligations, up to the lowest of such two amounts, in accordance with articles L. 211-38 et seq. of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce its rights under the Performance Reserve (sans mise en demeure préalable) and (ii) in any case, use the Performance Reserve as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the Specially Dedicated Bank Account.

As long as the Seller has paid in a timely manner all of its due and payable Compensation Payment Obligation, it has been expressly agreed that the Performance 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 Obligors’ defaults.

Upon liquidation of the Compartment and subject to the Seller having paid in full all due and payable Compensation Payment Obligations, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller.

In accordance with 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 Performance Reserve Account and paying to Crédipar the financial proceeds resulting from such investment being credited to the Performance Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments.

ASSIGNMENT OF PURCHASED RECEIVABLES WHICH ARE DUE OR ACCELERATED

In accordance with article L. 214-169 of the French Monetary and Financial Code, the Management Company (acting on behalf of the Compartment) 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 Lessee and, to the extent available and as relevant, the amount of the Lessees' assets which could be used for the repayment of the amounts due under the Auto LTL Contract).

TERMINATION OF THE MASTER PURCHASE AGREEMENT

The Master Purchase Agreement shall terminate automatically on the Compartment Liquidation 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 French courts in commercial matters.

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DESCRIPTION OF THE MASTER SERVICING AGREEMENT

APPOINTMENT OF THE SERVICER

In accordance with the provisions of article L. 214-172 of the French 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 LTL Contracts and the Servicing Procedures.

Any substantial amendment to or substitution of the Servicing Procedures must be notified in writing in advance by 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.

The provisions of the Master Servicing Agreement shall prevail, in the event of any inconsistency, over any other provisions or similar decisions with the provisions of any other agreement, deed or document, to which the Management Company or the Custodian are not a party, except in the event this would result in the impossibility for the Servicer to comply with the provisions of the Master Servicing Agreement or in the infringement by the Servicer of all applicable legislative or regulatory provisions in France.

Collection of the Purchased Receivables

In accordance with articles L. 214-173 and D. 214-228 of the French 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:

(i) that all Rental Instalments paid by Lessees 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 corresponding VAT, and the insurance premium and generally the services fees owed by the relevant Lessee, as applicable; and

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(ii) to transfer to the Specially Dedicated Bank Account within 3 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 the sale price of any Car sold by any duly licensed auctioneer (commissaire-priseur) in accordance with the procedure set out in Section “Description of the Master Purchase Agreement – Sale of the Cars” standing to the credit of any other of its bank accounts as of the close of business, shall be transferred to the Specially Dedicated Bank Account on the Business Day following its receipt), it being provided that the corresponding VAT shall be included in the amounts so transferred.

Amounts corresponding to VAT and the insurance premium and generally the services fees credited to the Specially Dedicated Bank Account pursuant to paragraph (i) and (ii) above, shall be debited from the Specially Dedicated Bank Account in accordance with the provisions of the Specially Dedicated Account Bank Agreement.

The Servicer has undertaken to transfer to the General Collection Account, within three (3) Business Days after receipt, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account (excluding, for the avoidance of doubt, any amount of the corresponding VAT, and the insurance premium and generally the services fees credited to the Specially Dedicated Bank Account with any such Available Collections), provided in addition that if the Servicer has failed to deliver to the Management Company the Monthly Servicer Report on any Information Date, it shall be bound to advance to the FCT on each of the following Settlement Dates (as long as any missing Monthly Servicer Report has not been provided) an amount equal to the then applicable Commingling Reserve Required Amount less the sum of any amount transferred under (ii) above in the course of the immediately preceding Collection Period.

The Servicer has further undertaken to pay to the General Collection Account no later than on each Settlement Date, all Available Collections collected in respect of the Collection Period immediately preceding such Settlement Date that have not otherwise been transferred from the Specially Dedicated Bank Account to the General Collection Account as of that date, for any reason whatsoever (be it because of a failure by the Servicer to credit the relevant Available Collection to the Specially Dedicated Bank Account or to give the necessary instructions to the Specially Dedicated Account Bank or the failure by or incapacity of the Specially Dedicated Account Bank to comply with such instructions or make such transfers or otherwise).

Custody of the Documents

Pursuant to Article D. 214-229 2° of the French Monetary and Financial Code, the applicable French laws and regulations with respect to data protection and bank secrecy rules and the terms of the Master Servicing Agreement, the Servicer (i) is responsible for the custody of the Contractual Documents relating to the Purchased Receivables and (ii) has established and will maintain appropriate documented custody procedures in addition to an independent internal ongoing control of such procedures.

Pursuant to Article D. 214-229 3° of the French Monetary and Financial Code and in accordance with the provisions of the Master Servicing Agreement, the Custodian shall ensure, on the basis of a statement (déclaration) of the Servicer, that appropriate documented custody procedures have been set up. This statement (déclaration) shall enable the Custodian to check if the Servicer has established appropriate documented custody procedures allowing the safekeeping (garantissant la réalité) of the Purchased Receivables, their security interest (sûretés) and their related ancillary rights (accessoires) (including the Ancillary Rights) and that the Purchased Receivables are collected for the sole benefit of the FCT. 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 in compliance with the applicable data protection rules.

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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 rental payments, car sale amounts (with implicit principal and interest payments) and any other information received on the Purchased Receivables on each 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 and subject to the applicable Priority of Payments, the Servicer will receive a monthly fee (inclusive of VAT) in respect of the administration, recovery and collection of the Receivables equal to :

(i) 1/12 of 0.75 per cent. of the sum of the Contract Outstanding Balance of all Performing Series of Receivables which are not Delinquent Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT); plus,

(ii) as the case may be, 1/12 of 1.00 per cent. of the sum of:

(a) the aggregate Contract Outstanding Balance of the Delinquent Receivables and

(b) the aggregate Unpaid Balances of all Delinquent Series of Receivables and all Defaulted Series of Receivables excluding written off Receivables serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT)

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 1.00 per cent. of the aggregate of the Contract Outstanding Balance of all Performing Series of Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT).

REPRESENTATION AND WARRANTIES OF THE SERVICER

Pursuant to the Master Servicing Agreement, the Servicer has represented and warranted to the FCT that:

1. Status : it is a limited liability company duly incorporated (société anonyme) and validly existing under the laws of France, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the Autorité de Contrôle Prudentiel et de Résolution 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 French Monetary and Financial Code;

2. Non-Violation : the execution, signing and delivery of the Master Servicing Agreement and the other Transaction Documents to which it is a party and the performance of any of its obligations under the Master Servicing Agreement and under the other Transaction Documents to which it is a party do not and will not contravene any limitation imposed by

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or contained in (a) any law, statute, decree, rule or regulation to which it or any of its assets or revenues is subject, (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 to the effect that such conflict or violation has a material adverse effect on the Servicer financial situation, or (c) any document which contains or establishes its constitution;

3. Insolvency Proceedings : it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any of the proceedings set out in book VI of the French 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) (as interpreted under Article L. 613-26 of the French Monetary and Financial Code);

4. 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;

5. 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 and under the other Transaction Documents to which it is a party;

6. Obligations Binding : its obligations under the Master Servicing Agreement and the other Transaction Documents to which it is a party are valid and binding on it and enforceable against it in accordance with their respective terms;

7. Transaction Documents : it has 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

8. Prospectus : it has full knowledge of the terms and conditions of this Prospectus approved by the Autorité des Marchés Financiers on 30 October 2013 under number FCT N°13-11 and assumes any liability in respect of the information provided under sections "Description of the Auto LTL Contracts and the Receivables", "Historical Performance Data", "Statistical Information relating to the Provisional Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of Banque PSA Finance Group and the Seller" contained in the Prospectus.

COVENANTS OF THE SERVICER

Individual Insurer

Pursuant to the Master Servicing Agreement, the Servicer shall, as soon as it is made aware of the destruction or theft of a Car, (i) immediately inform the relevant Individual Insurer that it must pay the amount of any indemnity related to that destruction or theft directly to the Servicer (procédure d’opposition) and (ii) remit any moneys received from such Individual Insurer to the credit of the General Collection Account on the following Business Day.

Other covenants

Pursuant to the Master Servicing Agreement, the Servicer has covenanted, as long as there remains any Purchased Receivable outstanding:

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1. Continuation of the Auto LTL Contract and the Car B uy Back Contract : not to terminate or act in a manner that could reasonably be expected to lead to the termination of any Auto LTL Contract and the Car Buy Back Contract prior to their scheduled contractual term, save where such termination results from (i) the default of the relevant Lessee, (ii) the theft or destruction of the relevant Car under that Auto LTL Contract or the Car Buy Back Contract, (iii) the transfer of the relevant Car from that Auto LTL Contract to a new Auto LTL Contract or (iv) the early restitution of a Car by a Lessee subject to a PSA Car Dealer having previously accepted in writing to purchase such Car from the Seller and, if the purchase price agreed with the PSA Car Dealer is less than the Contract Outstanding Balance of the relevant Auto LTL Contract, the Lessee having accepted to indemnify the Seller so that the sum of the purchase price due by the PSA Car Dealer and the indemnity due, as the case may be, by the Lessee, corresponds to at least the Contract Outstanding Balance of the relevant Auto LTL Contract as of the date of its termination, without prejudice to the obligation of the Seller to repurchase the relevant Purchased Receivables from the FCT if the case arises;

2. Rental Instalments : not to modify the number, the amount and the dates of payments except for a change of payment dates which results in having all the remaining payment dates brought forward or postponed by the same period of time (such period not exceeding thirty (30) calendar days) (changement de quantième) of any Rental Instalments relating to any Auto LTL Contract after the relevant Purchase Date;

3. Auto LTL Contracts : except as per covenant “Rental Instalments” above, not to modify under any circumstance and for any reason whatsoever the Terms and Conditions of any Auto LTL Contract and Car Buy Back Contract after the Purchase Date of the Series of Receivables sold to the FCT relating to that Auto LTL Contract and Car Buy Back Contract if it could reasonably have an adverse effect on the rights of the Compartment, and 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;

4. Maintenance of Systems and Procedures : to maintain an accounting system which is prepared and managed in accordance with generally accepted French and IFRS accounting principles and, in any case, to keep on providing the Management Company with the split of each Rental Instalment between the Principal Component and the Interest Component (computed at the Implicit Interest Rate of such Auto LTL Contract) and to ensure that in such system, the Principal Component of the Rental Instalments under the relevant Auto LTL Contract shall reduce the Contract Outstanding Balance on the Rental Instalment Invoicing Date, regardless as to whether they are paid or not on the relevant Rental Instalment Due Date;

5. Information on the Purchased 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 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, in each case to the extent allowed by applicable data protection laws and banking secrecy law;

6. Information on the PSA Car Dealers committed to buy back the Cars : to provide the Management Company and the Custodian once per month with a breakdown of the network of PSA Car Dealers between independent car dealers and affiliates of the PSA Group;

7. Other Information : to the extent allowed by applicable data protection laws and banking secrecy law, 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;

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8. 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 or any substitute servicer may reasonably request in accordance with the Transaction Documents in a format readable by the Management Company, the Custodian, the Seller or by any substitute servicer or in any other form determined by the Master Servicing Agreement or by any other Transaction Document and to make its best effort to make the data 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 or by any substitute servicer, provided that (i) the Management Company shall have no right to examine or make copies of and extracts from records which contain confidential technical information of the Servicer and (ii) no originals of records other than Contractual Documents shall be removed from the Servicer’s premises;

9. Access: to permit the Management Company and the Custodian, the auditors of the, Compartment and any other representatives of the FCT to visit the offices of the Seller during normal office hours in order to:

(a) 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,

(b) 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

(c) upon reasonable prior notice, examine the books, records and documents relating to the Purchased Receivables;

The costs arising from the audits mentioned above shall be borne by the Compartment.

10. Information relating to Notification of Obligors : to provide to the Management Company or any person appointed by it with the prior approval of the Custodian or any substitute servicer with all information, which would be necessary to allow the Management Company or the relevant third party or substitute servicer to notify the Obligors of the assignment of the Purchased Receivables in the event that a Servicer Termination Event occurs;

11. 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 shall not be entitled to refuse to notify the Obligors in the cases and circumstances contemplated in the Master Servicing Agreement, should the Management Company so request;

12. Limitation to Deposit Taking Activity : to enter into a deposit taking activity with a Lessee included in the Transaction, only if (i) such deposit taking activity does not give rise to any set-off right of the relevant Lessee in respect of any Purchased Receivable or, otherwise (ii) such set-off right has been contractually waived by the relevant Lessee or (iii) the FCT is protected against any risk arising from such set-off right by any suitable means; and

13. Instructions to Lessees: in case of closing of the Specially Dedicated Bank Account or early termination of the Specially Dedicated Account Bank Agreement, to ensure that all

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subsequent Rental Instalments relating to Purchased Receivables will be paid by the relevant Lessees on the new specially dedicated bank account.

RENEGOTIATIONS

Contentious Renegotiations

If a Purchased Receivable has become a Defaulted Receivable, or if a complaint is made to the court/tribunal pursuant to article 1244-1 of the French 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 a modification in the number, the amounts or the dates of payment (except for a change of payment dates which results in having all the remaining payment dates brought forward or postponed by the same period of time (such period not exceeding thirty (30) calendar days) (changement de quantième)) of the Rental Instalments.

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, Crédipar, as Seller, shall, for as long as it is acting as Servicer, by no later than the Settlement Date immediately following the Information Date on which such modification was notified by a party to the other, repurchase the relevant Series of Receivables (it being understood that any Recoveries received by the Servicer in respect of any such Series of Receivables repurchased shall belong to the Servicer) from the FCT and pay to the FCT, as repurchase price, an amount equal to the then Contract Outstanding Balance of the Series of Receivables relating to the terminated Auto LTL Contract as at the Determination Date preceding that Settlement Date.

Any amount paid by the Seller 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.

In the event of a Commercial Renegotiation, the Servicer has agreed to preserve all the Ancillary Rights which secure the payment of the renegotiated Purchased Receivable.

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 to any such 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. 214-183 of the French Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings.

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COMMINGLING RESERVE

In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code, as security for the full and timely payment of all Commingling Reserve Secured Obligations, the Servicer shall credit, if required, the Commingling Reserve Account with a Commingling Reserve and, thereafter, adjust the 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 at any time 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 security for the full and timely payment of any and all Commingling Reserve Secured Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie).

On any date, if the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount then applicable, such adjustment shall be made, as applicable:

(i) by the Servicer, by remitting, in accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d’espèces en pleine propriété à titre de garantie), the necessary amounts to the Commingling Reserve Account on such 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.

If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Servicer will either (i) appoint, with the prior approval of the Management Company (such approval not to be unreasonably withheld or delayed), a new specially dedicated account bank within thirty (30) Business Days with the Account Bank Required Ratings, provided that the conditions precedent set out in the Specially Dedicated Account Bank Agreement are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated bank account has been opened with a new specially dedicated account bank) or (ii) be required to increase within thirty (30) Business Days after the downgrade of the ratings of the Specially Dedicated Account Bank below the Account Bank Required Ratings, the Commingling Reserve up to the applicable Commingling Reserve Augmented Required Amount.

In the event of a breach by the Servicer of any Commingling Reserve Secured Obligation, the Management Company will be entitled to set-off the restitution obligations of the FCT under the Commingling Reserve against the amount of the Commingling Reserve Secured Obligation, up to the lowest of (i) the unpaid amount in respect of such Commingling Reserve Secured Obligation and (ii) the amount then standing to the credit of the Commingling Reserve Account, in accordance with the article L. 211-38 of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in

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accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce the Commingling Reserve (sans mise en demeure préalable).

Under the Master Servicing Agreement, it has been expressly agreed that as long as the Servicer meets the Commingling Reserve Secured Obligations (failing which the above provisions shall apply), 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 Obligors’ defaults.

In accordance with 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 Settlement Date outside any Priority of Payments.

Upon liquidation of the Compartment and subject to the Servicer having complied in full with the Commingling Reserve Secured Obligations, 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” :

(a) the Servicer (i) becomes insolvent, is subject to any of the proceedings provided for by book VI of the French Commercial Code; or (ii) has its banking license withdrawn pursuant to the applicable regulatory provisions of the French Monetary and Financial Code; or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel et de Résolution due to an insolvency risk;

(b) the Servicer breaches any of its material obligations pursuant to the Master Servicing Agreement (other than a breach of a monetary obligation) and such breach, is not remedied in a satisfactory manner within thirty (30) Business Days after notification in writing to the Servicer by the Management Company or the Pledgor breaches any of its material obligations pursuant to the Cars Pledge Agreement (which for the avoidance of doubt shall not include the duties of the Pledgor as agent of the Management Company for the purpose of the registration of the pledge statements with the registrar of the Commercial Court (Greffe du Tribunal de commerce)) and such breach is not remedied in a satisfactory manner within ten (10) Business Days after notification in writing to the Pledgor by the Management Company;

(c) in respect of the breach of a monetary obligation pursuant to the Master Servicing Agreement (including the obligation to credit the Commingling Reserve Account on any Settlement Date with such amount as is necessary to ensure that the amount standing to the Comingling Reserve Account is at least equal to the then applicable Commingling Reserve Required Amount), the Servicer has not remedied such breach in a satisfactory manner within five (5) Business Days after notification in writing to the Servicer by the Management Company;

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(d) any of the representations and warranties made by the Servicer is false or incorrect and the Servicer has not remedied such false or incorrect representation or warranty within five (5) Business Days after notification in writing to the Servicer by the Management Company or any of the representations and warranties made by the Pledgor under the Cars Pledge Agreement is false or incorrect and the Pledgor has not remedied such false or incorrect representation or warranty within five (5) Business Days after notification in writing to the Pledgor by the Management Company;

(e) it becomes unlawful for the Servicer to perform any of its duties under the Master Servicing Agreement; or

(f) an event having a material adverse effect on the Servicer's ability to perform its obligations under the Master Servicing Agreement has occurred.

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 Residual 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.214-172 of the French 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. 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 (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the Compartment) 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 substitute servicer or any third party appointed by it 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 Residual 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) to) (i) notify the Obligors of the assignment of the relevant Purchased Receivables to the Compartment and (ii) instruct the Obligors to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) 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.

TERMINATION OF THE MASTER SERVICING AGREEMENT

The Master Servicing Agreement shall terminate automatically on the Compartment Liquidation Date.

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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 French courts having competence in commercial matters.

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DESCRIPTION OF THE CARS PLEDGE AGREEMENT ( CONVENTION DE GAGE DE MEUBLES CORPORELS SANS DEPOSSESSION )

UNDERTAKING TO GRANT A PLEDGE WITHOUT DISPOSSESSION (GAGE DE MEUBLES CORPORELS SANS

DÉPOSSESSION)

Pursuant to the Cars Pledge Agreement, Crédipar, as Pledgor, has undertaken to constitute in favour of the Compartment a pledge without dispossession (gage sans dépossession) pursuant to article 2333 of the French Civil Code, over each Car corresponding to the Purchased Receivables transferred to the Compartment on the Closing Date and on any Subsequent Purchase Date, as security for the due and timely performance of the Pledge Secured Obligations, being all present and future payment obligations of Crédipar, as Seller and Servicer, under the Performance Undertakings, within the limit of a maximum amount of EUR 582,000,000.

PERFECTION OF THE CARS PLEDGE

On the Closing Date, the Pledgor, the Management Company and the Custodian shall execute an initial pledge statement, for the purpose of including in the scope of the Cars Pledge (assiette du gage) the Cars corresponding to the Purchased Receivables transferred to the FCT on the Closing Date. Such initial pledge statement shall be registered by the Management Company (or any agent on its behalf) with the special register held by the registrar of the Commercial Court (Greffe du Tribunal de commerce) of the place of incorporation of the Pledgor, being on the date hereof, the registrar of the Commercial Court (Greffe du Tribunal de commerce) of Nanterre, for an initial period of five (5) years, pursuant to article 2338 of the French Code civil and article 1 of decree n°2006-1804 dated 23 December 2006 (the “Decree ”), within ten (10) Business Days of the Closing Date.

On each Subsequent Purchase Date, the Pledgor, the Management Company and the Custodian shall execute a supplemental pledge statement, for the purpose of the inclusion in the scope of the Cars Pledge (assiette du gage) of the Cars corresponding to the Series of Receivables transferred to the FCT on that Subsequent Purchase Date and the formalisation of the removal from the scope of the Cars Pledge (assiette du gage) of the Cars released in accordance with the Cars Pledge Agreement. Such supplement pledge statement shall be registered with the special register by the Management Company (or any agent on its behalf) pursuant to article 4 of the Decree within six (6) Business Days of each Subsequent Purchase Date.

On each Repurchase Date, the Pledgor, the Management Company and the Custodian shall execute a supplemental pledge statement, for the purpose of the formalisation of the removal from the scope of the Cars Pledge (assiette du gage) of the Cars released in accordance with the Cars Pledge Agreement. Such supplement pledge statement shall be registered with the special register by the Management Company (or any agent on its behalf) pursuant to article 4 of the Decree within six (6) Business Days of each Repurchase Date.

If the Pledge Secured Obligations are not fully satisfied at the expiry of the five-year period referred to above, the Management Company shall take all necessary steps, as the case may be, to renew the registration of the Cars Pledge on the special register.

ENFORCEMENT OF THE CARS PLEDGE

On and at any time after the occurrence of any default in respect of any Secured Obligation which is continuing for more than ten (10) Business Days, the Compartment may serve a notice by registered letter with acknowledgment of receipt to the Pledgor (the “Enforcement Notice ”), to the fullest extent permitted by applicable law, exercise all rights, privileges, remedies, and powers on the Pledged Cars which the law recognises to secured creditors, up to the amount of all sums which will be due to the Compartment, without prejudice to any other actions which may be exercised independently or concurrently by it. The

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Compartment shall be entitled to enforce the Cars Pledge in one or several times, as and when it deems fit, having regards to the Pledge Secured Obligations becoming due and payable from time to time.

In particular, the Parties have expressly agreed that the Management Company, may, for the satisfaction of any Secured Obligation subject to an eight (8) clear days (jours francs) period following the Enforcement Notice:

(a) appropriate title to the pledged Cars to itself in accordance with the provisions of Article 2348 of the French Civil Code. In such case, the value of the pledged Cars will be estimated as at the date of the transfer of title thereto to the beneficiaries by an expert appointed by the Management Company with the consent of the Pledgor (such consent not to be unreasonably withheld), without delay and in any event within eight (8) days following the transfer of title, on the list of experts listed on the register of the Court of Appeal of Paris (Cour d’Appel de Paris), or any list coming to replace such list. If the Pledgor validly disagrees on the name of the expert within this period, the expert will be nominated by the Président of the Commercial Court of Paris (Président du Tribunal de Commerce de Paris statuant en référé); or

(b) request the public sale (vente publique) of the pledged Cars pursuant to Article 2346 of the French Civil Code and Article L.521–3 of the French Commercial Code; or

(c) request the transfer of title to the pledged Cars by way of Court order (attribution judiciaire) pursuant to Article 2347 of the French Civil Code (Code Civil).

Where the value of the property exceeds the amount of the Pledge Secured Obligations, the sum which equals the difference shall be returned to the Pledgor.

RELEASE

Provided that no Enforcement Notice has been issued and no breach of any Pledge Secured Obligation has occured:

(i) during the Revolving Period, if Purchased Receivables is repurchased by Crédipar or the transfer that Series of Receivables is resinced in accordance with and subject to the Master Purchase Agreement or the Master Servicing Agreement, the corresponding Pledged Car shall be released from the Cars Pledge with effect from the date on which the relevant repurchase price or indemnification amount, as the case may be, has been paid by Crédipar to the Compartment; and

(ii) the Pledged Cars may be disposed of by the Pledgor, and shall be released from the Cars Pledge, provided that such Pledged Cars are sold (1) following the termination of the relevant Collateralised Lease Agreement at its scheduled contractual term or due to a default by the relevant Lesse and (2) in accordance with provisions described in the Section “Description of the Master Purchase Agreement – Covenants of the Seller – Sale of the Cars”.

On and after the service by the Compartment of an Enforcement Notice or the occurrence of a breach of any Pledge Secured Obligation, the release from the Cars Pledge of any Pledged Cars shall be subject to the compliance in full by the Pledgor with all Pledge Secured Obligations.

GOVERNING LAW AND JURISDICTION

The Cars Pledge Agreement is governed by French law. The Court of Appeal of Paris has exclusive jurisdiction to settle any dispute arising out of or in connection with the Cars Pledge Agreement.

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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, with the prior approval of the Custodian, 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 updated Encrypted Data File to the Management Company.

The personal data contained in the Encrypted Data File shall enable the notification of the Lessees 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) the purchase of such Receivable has been rescinded (résolu) in accordance with the provisions of the Master Purchase Agreement, or

(ii) 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 re-deliver 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

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Key required to decrypt the information contained in the Encrypted Data File delivered on the same date.

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 on the second Business Day 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 Lessees only in the following circumstances:

(a) the Compartment needs to have access to such data to enforce its rights against the Lessees; or

(b) the law requires that the Lessees 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 (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the Compartment), 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 substitute servicer or any third party appointed by it 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 Residual 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) to) (i) notify the Obligors of the assignment of the relevant Receivables to the Compartment and (ii) instruct the Obligor to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification.

TERMINATION OF THE DATA PROTECTION AGREEMENT

The Data Protection Agreement shall terminate automatically on the Compartment Liquidation Date.

The Data Protection Agent can only resign with giving a 30-day 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.

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The Management Company may terminate the appointment of the Data Protection Agent with a 30-day prior written notice delivered to the Data Protection Agent (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.

GENERAL

If,

(a) the Seller has failed to timely deliver any Encrypted Data File and any Decryption Key in accordance with the Data Protection Agreement;

(b) the relevant electronic storage device is not capable of being decrypted;

(c) the Encrypted Data File is empty; or

(d) 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 French courts having competence in commercial matters.

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SPECIALLY DEDICATED BANK ACCOUNT

SPECIALLY DEDICATED ACCOUNT BANK AGREEMENT

In accordance with articles L. 214-173 and D.214-228 of the French 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 Bank Account shall be credited in accordance with and subject to the provision of the Master Servicing Agreement.

Debit

(a) 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.

(b) 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) transferring to the General Collection Account, by no later than three (3) 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

(ii) 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 (and provided that the Management Company is satisfied with such evidence), subject to paragraph (e) 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. 214-228 of the French 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

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Bank Account given by the Servicer shall be deemed null and void; any current debit wire transfers made by the Servicer shall be 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) 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

(ii) 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) If, on a given Business Day, the Specially Dedicated Account Bank is instructed to make either:

(i) a debit in favour of Crédipar only and such debit would result in the Specially Dedicated Bank Account having a negative balance; or

(ii) 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) 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 Bank Account having a negative balance). If such debit would result in the Specially Dedicated Bank Account having a negative balance, such debit will be automatically postponed

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in whole or in part until the credit balance of the Specially Dedicated Bank Account is sufficient to allow such debit); and

(II) the debit instruction in favour of the Compartment 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 Servicer will either (i) appoint, with the prior approval of the Management Company (such approval not to be unreasonably withheld or delayed), a new specially dedicated account bank within thirty (30) Business Days with the Account Bank Required Ratings, provided that the conditions precedent set out in are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated bank account has been opened with a new specially dedicated account bank) or (ii) be required to increase within thirty (30) Business Days after the downgrade of the ratings of the Specially Dedicated Account Bank below the Account Bank Required Ratings, the Commingling Reserve up to the applicable Commingling Reserve Augmented Required Amount.

Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior written 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 an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated bank 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 French courts having competence in commercial matters.

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UNDERWRITING AND MANAGEMENT PROCEDURES

GENERAL INFORMATION

Organisation

Credipar is the French subsidiary of Banque PSA Finance in charge of providing financing, through loans or leases to buyers of Peugeot and Citroën vehicles in France. Credipar also manages a limited amount of outstanding liquidity facilities for individuals and loans with dealers.

Credipar was established in 1979 and has been a 99.99% of Banque PSA Finance since December 1998.

Its head office is established in Levallois-Perret (near Paris).

Credipar mainly offers products such as:

(a) Loans (financing scheme): 54% of new financings for the year 2012 and 36% of all outstanding amounts, 52.9% of new financings at the end of May 2013 and 33.6% of all outstanding amount; and

(b) Leases (long term or with a purchase option): 46% of new financings for the year 2012 and 64% of all outstanding amounts, 47.1% of new financings at the end of May 2013 and 66.4% of all outstanding amount.

Credipar uses a common network, and operates similar underwriting, debt management and collection procedures for all its activities.

Credipar employed 790 people at the end of 2012

Description of Credipar's regional network

Credipar operates through a network of 13 branches divided into five regions across the French territory which corresponds to Peugeot and Citroën regional organizations.

Each Credipar branch has:

- On the one hand, commercial teams, which report to head office Commercial Divisions (Peugeot and Citroën)

- On the other hand, operations teams responsible for the underwriting process; they report to head office Operations Division

Credipar's products are marketed and distributed through the points of sale of Peugeot and Citroën's dealers.

Each Peugeot and Citroën dealer is in relationship with a Credipar branch. Credipar marketed its car finance products through approximately 99% of the points of sale of Peugeot and Citroën.

The underwriting process is managed by the Operation Division (Direction des Opérations France) which operates through specialised departments at head office as well as regional teams located within the branches.

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UNDERWRITING AND VALIDATION OF THE LEASE APPLICATION S

Underwriting procedures

The approval process is conducted by an expert system that is integrated in the credit scoring system in use at Crédipar (SEDRE for individuals and ADES for companies). It is operated solely by the personnel in charge of accepting applications.

The procedure for the origination and assessment of a lease application until its approval or decline is as follows:

(a) The lease application is recorded in the system NSID-FORCE (a simulation system implemented in all points of sale) based on a questionnaire completed by the client;

(b) The risk is assessed and the application gets a scored;

(c) SEDRE or ADES give a recommendation based on the score;

(d) For an application with an orange or red score, the application is considered as under management:

- For private customers, applications scored orange or red are processed by the management either in the branch or in the head office, depending on their delegation levels.

- For commercial clients, a specialist department at the head office Operations division performs the analysis.

(e) Further analysis is performed;

(f) The information is transferred into a form;

(g) 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;

(h) The approval or the decline is transmitted to the relevant Peugeot or Citroën dealer;

(i) 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 lease applications. This scoring matrix has been used by Crédipar since 1985 and is regurlarly improved. The scoring modules are specific to individuals and companies.

For individuals, the scoring uses

(a) the client’s details (age, income, other loans and leases, profession, employment history, bank history, etc),

(b) the type of vehicle leased (new car or used car, age of the vehicle, purchase price, etc)

(c) the characteristics of the leasing (amount borrowed, term, downpayment, etc)

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(d) external and internal databases; internal information, e.g. if the client has already taken a lease or a loan from Crédipar is an important factor.

For companies, the scoring uses the identification of the company (legal form, financial statements…) and of the manager. Further information is analysed for newly created companies (less than three years).

The main changes affecting scoring have been the development of the expert system SEDRE in 1993 and ADES in 1995, which include 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 and ADES. There are three levels of score:

(a) A green score results in the automatic approval of the application.

(b) An orange score results in the assessment of the application by the relevant employee in the branch or in the head office; and

(c) A red score means that the application can be accepted only exceptionally by the regional operations manager or the head office (overriding).

The scoring performances are monitored on monthly basis. The main indicators

followed are:

(a) The breakdown of applications by score.

(b) The application of the recommendations of the score (and overrides).

(c) The discriminatory features of the score and of each of its elements;

(d) The monitoring of arrears depending on the score.

Behavioural scoring

When evaluating a new application by an existing or previous customer, either an individual or a company, the payment profile of any previous or other existing leases and 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 Lessees

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 Lessee (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.

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 Particulier ~ FICP, and Fichier Central des Chèques).

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Levels of decision making

For private customer, the final decision remains with the branch where the application has been initiated. For commercial clients, the head office makes the final decision (notwithstanding limited delegation authorized to the branches).

Validation of applications

The information for each lease application is entered into the system at the point of sale (Peugeot or Citroën Dealer). 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 lease application, a specialist team within the validation team, controls thoroughly a significant percentage of new applications for each Peugeot and Citroën point of sale.

MANAGEMENT OF PERFORMING LEASES AND COLLECTION PROCE DURES

Performing leases and loans are managed by the Operations division (Directions des Operations France - DOPF) at head office, which has 50 staff members.

The Collection Division (Direction du Recouvrement - DREC) has 116 members (of which 13 members are dedicated to LTL Collection) and deals with all late payments (other than those resulting from technical problems) as well as any disputes.

The payment schedule is established mainly on a monthly basis (the 5th, 10th, 15th, 20th, 25th or end of the month).

The method of payment for Lessees of current leases is by direct debit; for an overdue balance, a cheque or postal order may be used.

Late payments and litigation

Auto LTL Contracts’ collection is managed in France y the Collection Division.

The system detects late payments as soon as a direct debit has been missed, i.e. a few days after its due date. The lease is then considered in arrears and amicable collection procedures are automatically started.

In the first 12 days following the due date, the lease generally goes through Amicable Automatic Collection (Recouvrement Amiable Automatique - RAA), during which a second direct debit is then taken (Seconde Présentation Automatique - SPA).

If the SPA and the next instalment have been missed, the overdue account goes to Amicable Collection procedure (Recouvrement Amiable - RA). The collection officer calls the Lessee to enquire about the causes for non-payment and initiate a “payment promise” program. In most cases, a promise is made by the Lessee to pay at an agreed date. A letter is automatically sent out to the Lessee confirming the terms of the promise.

If the overdue amount has not been paid within the maximum of 90 days after the due date of the first overdue instalment, the lease goes to the Legal Collection Proceedings Phase 1A (Recouvrement Judiciaire 1A). The manager of the loan decides whether or not to file a claim with the court to start legal proceedings for repossessing vehicle. An amicable resolution will continue to be sought with the Lessee throughout this process. The period

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between the service of the claim form and the repossession or the restitution of the vehicle is generally less than or equal to 70 days.

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 lease is then irreversible. Forfeiture is pronounced once the lease is transferred to the litigation department, either automatically or upon order of the lease officer. When the lease enters 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.

Once all attempts to resolve a case in court or with the Lessee have been unsuccessful, the case is then transferred to a dedicated team dealing with long-term recovery. In the event of insolvency of the Lessee, 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 Lessee 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 lease officer and occurs when it has not been possible to obtain an amicable arrangement with the Lessee.

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DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SEL LER

The information contained in this section related to the Seller and the Banque PSA Finance Group has been obtained from Banque PSA Finance and Credipar and is furnished solely to provide limited information regarding the Seller and the Banque PSA Finance Group and does not purport to be comprehensive. 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-four 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.

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 French société anonyme on 15 December 1982 under registration number RCS PARIS B 325 952 224. 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 1998.

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. 210-1 and following of the French Commercial Code and under articles L. 511-1 and following of the French Monetary and Financial Code.

BPF’s head office is located at 75, avenue de la Grande Armée, 75116 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

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sponsored American Depositary Receipts (ADRs) traded on the New York over-the-counter market.

International presence

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 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 a financing business in Algeria. The company which 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. The set up of this life insurance company and property and casualty insurance company allows to offer customers an increasingly comprehensive service offering tailored to their needs.

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 2010.

In China, BPF owns since December 2012 50% of the Chinese Auto Finance Company Dongfeng Peugeot Citroën Auto Finance Company Ltd. The remaining shares belong to Dongfeng Peugeot Citroën Automobiles, the commercial JV between Dongfeng Motor Group Co Ltd (3,078 million cars sold in 2012) and PSA, and directly Dongfeng Motor Group Co. Ltd.

Since March 2013, Banque PSA Finance has developed a new deposit taking activity. Deposits will be at the level of Banque PSA Finance only and Banque PSA Finance will benefit from waiver of set-off undertakings from its clients in respect of such deposits.

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.

CRÉDIPAR

The Compagnie Générale de Crédit aux Particuliers or Crédipar is the French subsidiary of Banque PSA Finance in charge of providing financing, through loans or leases to buyers of Peugeot and Citroën vehicles in France.

Credipar was established in 1979 and has been a 99.99% of Banque PSA Finance since December 1998.

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Crédipar is registered as a credit institution. Crédipar provides 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. Credipar also manages a limited amount of outstanding liquidity facilities for individuals and loans with dealers.

KEY FIGURES OF THE SELLER

Commercial Results Jun-13 2012 2011 Evolution 2012 - 2011

French Automobile Market 1,119,868 2,282,809 2,633,486 -13.3% Registration Peugeot and Citroën

339,159 700,887 840,784 -16.6%

PSA market share 30.3% 30.7% 31.9% -1.2% % of PSA new vehicles financed by Credipar (penetration rate)

28.1% 29.2% 26.7% 2.5%

Number of vehicles financed by Crédipar (final customers)

132,330 280,980 300,359 -6.5%

of which new vehicles 95,343 204,472 224,785 -9.0% of which used vehicles 36,987 76,508 75,574 1.20%

Financial Results (EURm) Total Financed amount 1,365 2,983 3,084 -3.3% Total YTD Outsatnding 6,128 6,255 6,428 -2.70%

Net banking revenue 130.7 303 318.9 -5.0% Operating result 45.4 86.4 163.4 -47.1%

of which cost of risk -24.6 -93.3 -34.5 170.40% Total result (Insurance included)

62 134.2 202.4 -33.7%

FRENCH STATE’S GUARANTEE FOR BANQUE PSA FINANCE

Article 85 of the Law n°2012-1510 de finances rectificative pour 2012 dated 29 December 2012 (the “Law ”) which was published in the French Official Journal on 30 December 2012 allows the French State to grant a guarantee as security for bond issues (the “Bonds ”) made by Banque PSA Finance (the “State Guarantee Programme ”).

The State Guarantee Programme is an unconditional, irrevocable and first demand guarantee in a global amount of Euros 7 billion.

To benefit from the State Guarantee Programme, the Bonds shall (i) be issued between 1 January 2013 and 31 December 2016, (ii) be unsecured and unsubordinated and denominated in Euros and (iii) have a maturity up to 36 months.

By letter dated 7 January 2013, the French authorities notified the European Commission of a plan to grant aid to Banque PSA Finance.

The European Commission definitively confirmed the French State’s guarantee on 30 July 2013.

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For the avoidance of doubt, this State Guarantee Programme does not apply to the FCT, the Compartment or the Notes nor to any undertaking of BPF (acting directly or through its German branch) under any of the Transaction Documents to which it is a party.

RETENTION AND DISCLOSURE REQUIREMENTS UNDER THE CAPITAL REQUIREMENTS DIRECTIVE

Banque PSA Finance, in its capacity as Class C 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 Prospectus 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 C 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 shall have received prior written confirmation from the Custodian that Banque PSA Finance holds all of the Class C Notes and Crédipar holds all of the Residual Units.

In each of the Listed Notes Subscription Agreement and the Class C Notes and Residual Units Subscription Agreement, each of Banque PSA Finance and Crédipar has (i) undertaken to subscribe for all the Class C Notes (as far as Banque PSA Finance is concerned) and all Residual Units (as far as Crédipar is concerned) and (ii) undertaken to retain on an on-going basis all the Class C Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned) until the full amortisation of the Listed Notes and (iii) represented and warranted not to transfer, sell or benefit from a guarantee or otherwise hedge any of the Class C Notes and the Residual Units before the full amortisation of the Listed Notes. Any change to the manner in which such material net economic interest is held by each of Banque PSA Finance and Crédipar will be immediately notified to the Management Company and the relevant representative of the Class A Noteholders and Class B Noteholders.

Furthermore the Seller has undertaken to provide (or cause to be provided) all information to the relevant representative of the Class A Noteholders and Class B Noteholders that is required to enable the Class A Noteholders and Class B Noteholders to comply with Article 122a of the Capital Requirements Directive.

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USE OF PROCEEDS

On the Closing Date, the proceeds of the issue of the Class A Notes shall be € 522,000,000, the proceeds of the issue of the Class B Notes shall be € 51,500,000, the proceeds of the issue of the Class C Notes shall be € 161,500,000 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 € 735,000,300 which will be applied by the Management Company (i) to finance the purchase 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.

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TERMS AND CONDITIONS OF THE NOTES

The following are the terms and conditions of the 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 € 522,000,000 Class A Notes due 29 October 2022 (the “Class A Notes” ), the € 51,500,000 Class B Notes due 29 October 2022 (the “Class B Notes” and, together with the Class A Notes, the “Listed Notes” ) and the € 161,500,000 Class C Notes due 29 October 2022 (the “Class C Notes” and, together with the Listed Notes, the “Notes” ) of the Compartment shall be issued pursuant to the General Regulations and the Compartment Regulations to be dated on or before the Closing Date or such later date as may be agreed between the Management Company and the Custodian (collectively, the “FCT Regulations” ) and are subject to these terms and conditions (the “Conditions” ).

Under a paying agency agreement dated on or before the Closing Date (the “Paying Agency Agreement” ) between the Management Company, the Custodian and BNP Paribas Securities Services as paying agent (the “Paying Agent” ), among other things, the Management Company will appoint, with the prior approval of the Custodian, the Paying Agent to make payments of principal, interest and other amounts (if any) in respect of the Listed Notes 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 Noteholders 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) € 522,000,000 Class A Notes due 29 October 2022, € 51,500,000 Class B Notes due 29 October 2022 and the € 161,500,000 Class C Notes due 29 October 2022 will be issued by the FCT in denominations of € 100,000 each. The Notes will at all times be represented in book entry form (dématérialisée), in compliance with article L. 211-4 of the French Monetary and Financial Code. No physical documents of title will be issued in respect of the Notes.

(b) The Listed 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. 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. ”). The Class C Notes will not be cleared.

(c) Title to the Listed Notes passes upon the credit of those Listed Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of Class C 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. Title to the Class C Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effected through registration of the transfer in such register.

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2. STATUS AND RELATIONSHIP BETWEEN THE NOTES

(a) Status

The Class A Notes constitute direct, unsubordinated and limited recourse obligations of the FCT in respect of the Compartment.

The Class B Notes and the Class C Notes constitute direct, subordinated and limited recourse obligations of the FCT in respect of the Compartment.

All payments of principal and interest on the Notes shall be made to the extent of the Available Distributable Amount, in accordance with and subject to the relevant Priority of Payments.

(b) Relationship between the Class A Notes, the Cla ss B Notes, the Class C Notes and the Residual Units

During the Revolving Period, the Amortisation Period or the Accelerated Amortisation Period, payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes, payments of interest in respect of the Class C Notes are subordinated to payments of interest in respect of the Class B Notes and 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 Revolving Period, the Noteholders will not receive any payments of principal except in the case of a Partial Early Amortisation, in which case all Notes will amortise on a pro rata and pari passu basis.

During the Amortisation Period, payments of interest and principal will be made monthly in arrears on each Payment Date until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes is reduced to zero and (ii) the Final Legal Maturity Date, provided that (a) if, on any Payment Date during the Amortisation Period, the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Notes and the Class B Notes will be redeemed on a pro rata and pari passu basis and if on any such Payment Date, the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, the Class B Notes will not amortise if any Class A Notes remains outstanding, (b) the Class C Notes will start to be redeemed only after the Class A Notes and the Class B Notes have been redeemed in full and (c) payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes, payments of interest in respect of the Class C Notes are subordinated to payments of interest in respect of the Class A Notes and Class B Notes and 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 Accelerated Amortisation Period, payments of interest and principal will be made monthly in arrears on each Payment Date until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes is reduced to zero and (ii) the Final Legal Maturity Date, provided that (a) payments of principal and interest due under the Class B Notes will start to be made only after the payments of principal and interest due under Class A Notes have been made in full and (b) payments of principal and interest due under the Class C Notes will start to be made only after payments of principal and interest due under the Class B Notes have been made in full, in accordance with and subject to the applicable Priority of Payments.

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(c) Priorities of Payments

During the Revolving Period and the Amortisation Period, the Management Company will, on each Payment Date, apply the Available Distributable 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 standing to the credit of the Interest Account will be applied on each 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:

(a) payment on a pro rata basis of any indemnity due to the Joint Lead Managers under the Listed Notes Subscription Agreement, if any, and of the Compartment Expenses and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap Termination Amount (other than the Swap Subordinated Termination Amounts (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 Amount Arrears and Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(d) payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(e) transfer to the credit of the General Reserve Account of an amount equal to the General Reserve Required Amount, by debiting such General Reserve Required Amount from the Interest Account;

(f) 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 Payment Date;

(g) payment of the Swap Subordinated Termination Amount (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 Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(h) if on such Payment Date the General Reserve Required Amount is lower than the General Reserve Required Amount on the previous Payment Date, the Management Company shall instruct the Custodian and the Compartment Account Bank to return

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to the Seller as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the General Reserve Required Amount applicable on the previous Payment Date over (y) the current General Reserve Required Amount;

(i) payment on a pro rata and pari passu basis of the Class C Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment of any Class C Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; and

(j) 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 an Interim Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account will only be applied in the payment of items (a), (b), (c) and (d) 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, with respect to any Principal Deficiency Amount) will be applied on each 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:

(h) 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;

(i) during the Revolving Period (only), payment of the Purchase Price of each Series of Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Payment Date to the Seller, to the extent where that Purchase Price has not been set-off with Non-Conformity Rescission Amounts (if any) and subject to the Seller having credited the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount on the immediately preceding Settlement Date;

(j) during the Revolving Period (only), in case of a Partial Early Amortisation Event, application of the Partial Early Amortisation Amount to the partial amortisation of the Class A Notes, the Class B Notes and the Class C Notes, on a pari passu basis and pro rata the Principal Amount Outstanding of the Class A Notes, the Class B Notes and of the Class C Notes;

(k) during the Amortisation Period (only), payment of the Class A Principal Payments due to the Class A Noteholders, and, if, on the relevant Payment Date, the Class A Cover Ratio is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, of the Class B Principal Payments due to the Class B Noteholders on a pari passu basis with the Class A Principal Payments;

(l) during the Amortisation Period (only), once all Class A Notes have been redeemed in full, payment of the Class B Principal Payments due to the Class B Noteholders and not paid under paragraph (d) above;

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(m) once all Class A Notes and Class B Notes have been redeemed in full, redemption of the Class C Notes; and

(n) payment of the Liquidation Surplus to the holders of the Residual Units on the Compartment Liquidation Date, as final payment in principal and interest.

By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on an Interim 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

On any Payment Date following the occurrence of an Accelerated Amortisation Event and on the Compartment Liquidation Date, all amounts standing to the credit of the General Collection Account (after all monies standing to the credit of the Principal Account, the Interest Account and the General Reserve Account (if any) have been transferred to it), will be applied in the following priority of payments:

(a) payment on a pro rata basis 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 and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Swap Amounts and of any Swap Termination Amount (other than the Swap Subordinated Termination Amounts (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 Amount Arrears and Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date;

(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such 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 Payment Dates and remaining due and unpaid on such Payment Date;

(d) payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of the Class B Notes and, in priority to such payment, payment of any Class B Interest Amounts Shortfall calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(e) redemption in full of the Class A Notes (on a pro rata basis);

(f) redemption in full of the Class B Notes (on a pro rata basis);

(g) payment of the Swap Subordinated Termination Amount (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 Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(h) subject to the full redemption of the Listed Notes of each class, repayment to the Seller of an amount equal to the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date;

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(i) payment on a pro rata and pari passu basis of the Class C Interest Amounts due in respect of the Class C Notes and, in priority to such payment, payment of any Class C Interest Amounts Shortfall calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date;

(j) redemption in full of the Class C Notes (on a pro rata basis); and

(k) on the Compartment Liquidation Date, in payment to the holder of the Residual Units of an amount equal to the Liquidation Surplus as final payment in principal and interest.

(iv) Principal Deficiency Amount

Under the Compartment Regulations, the Management Company in respect of each Payment Date shall calculate the Principal Deficiency Amount and the Principal Deficiency Monthly Amount.

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 and subject to the applicable Priority of Payments.

(v) Use of replacement swap premium (soulte)

In the event that an Interest Rate Swap Counterparty is replaced by a new eligible swap counterparty, any replacement swap premium (soulte) paid by such replacement swap counterparty to the FCT shall be used by the Management Company for the purpose of paying any termination amounts payable by the FCT to that Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreements, outside any Priority of Payments, and, once any such termination amounts have been discharged in full, the excess if any, of that replacement swap premium (soulte) over those termination amounts shall be included in the Available Interest Amount and applied in accordance with the applicable 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.

(b) Payment Dates and Interest Periods

(i) 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 Interest Period corresponding to the 29th day of each month in each year, each of which is a Payment Date. If any Payment Date falls on a day which is not a Business Day, such 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 Payment Date shall be brought forward to the immediately preceding Business Day. The first Payment Date shall be the 30th day of December.

By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, if the Payment Date is an Interim Payment Date, interest due and otherwise payable under the Class B Notes and the Class C Notes on that

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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 Payment Date, being the 29th 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 Payment Date falls on a day which is not a Business Day, such 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 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,,for any Payment Date during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period, being any period beginning on (and including) the previous Payment Date and ending on (but excluding) the next Payment Date; save for the first Interest Period, which shall begin on (and include) the Closing Date and shall end on (but exclude) the first Payment Date and for the last Interest Period which 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) on the date on which the Principal Amount Outstanding on such Note is reduced to zero; or

(ii) if later, on the Final Legal Maturity Date.

(c) Rate of Interest on the Notes

(i) The Rate of Interest applicable to the Listed 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 Listed Notes in respect of each Interest Period will be the aggregate of the applicable EURIBOR Reference Rate and the Relevant Margin.

The EURIBOR Reference Rate means the EURIBOR rate for 1-month deposits in Euro (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of the EURIBOR rate for 1-month deposits in Euro and the EURIBOR rate for 2-month deposits in Euro) in respect of each Interest Period during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period.

The Relevant Margin is:

Class of Listed Notes Relevant Margin

Class A Notes Class B Notes

0.90 per cent. per annum 1.60 per cent. per annum

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There will be no maximum or minimum Rate of Interest.

(ii) The Rate of Interest applicable to the Class C Notes is fixed and is equal to 4.00 per cent. per annum.

(d) Determination of rate of Interest and calculati on of the interest amount

(i) 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 Listed Note on the relevant Payment Date.

For the avoidance of doubt, since the Class C Notes are fixed rate notes, the Management Company will not need to determine the Rate of Interest applicable to them.

(ii) Determination of the Interest Amount

The Interest Amount payable on each Payment Date, in respect of each Note, is calculated by multiplying the applicable Rate of Interest by the Principal Amount Outstanding of such Note (as calculated by the Management Company) at the commencement of the corresponding Interest Period and multiplying the resulting figure by the actual number of days elapsed in such Interest Period and dividing it by 360. 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.

(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 Principal Payments paid in respect of that Note prior to such date and on such Payment Date. The Principal Payments 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 Condition 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 Swap Agreement governed by a FBF Master Agreement, pursuant to which (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 Senior Amount and the Fixed Senior 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 (see Section “CREDIT STRUCTURE – Description of the Interest Rate Swap Agreements” in the Prospectus).

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4. REDEMPTION

(a) Revolving Period

During the Revolving Period the Noteholders will only receive payments of interest on their Notes on each 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 four (4) successive Purchase Dates, the aggregate of the Contract Outstanding Balance of the Performing Auto LTL Contracts, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Contract Outstanding Balance of the Auto LTL Contracts the related Purchased Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to ninety (90) per cent. (but strictly greater than eighty (80) per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes, the Initial Principal Amount of the Class B Notes and the Initial Principal Amount of the Class C Notes, then, on the immediately following Payment Date, the Class A Notes, the Class B Notes and the Class C 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 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, the Class B and the Class C Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes, the Class B Notes and the Class C Notes, on a pari passu basis and pro rata the Principal Amount Outstanding of the Class A Notes, the Class B Notes and the Class C Notes.

For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes, the Class B Notes and the Class C 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 Payment Date falling after the end of the Revolving Period (subject to the occurrence of any Accelerated Amortisation Event) as follows:

(i) if, on any Payment Date during the Amortisation Period, the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Notes and the Class B Notes will be redeemed on a pro rata and pari passu basis on that Payment Date;

(ii) if on any such Payment Date, the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, the Class B Notes will not amortise if any Class A Notes remains outstanding; and

(iii) the Class C Notes will start to be redeemed only after the Class A Notes and the Class B Notes have been redeemed in full.

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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 Payment Date on or after the date on which the Accelerated Amortisation Event has occurred sequentially as follows:

(i) first, in redeeming on a pari passu basis the Class A Notes until no Class A Note remains outstanding; and

(ii) second, in redeeming the Class B Notes until no Class B Note remains outstanding; and

(iii) third, in redeeming the Class C Notes until the Principal Amount Outstanding of the Class C Notes is reduced to zero.

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 are reduced to zero and (ii) the Final Legal Maturity Date.

(e) Determination of the amortisation of the Notes

(i) Amortisation Period:

During the Amortisation Period and prior to each Payment Date, the Management Company will determine:

(A) the Required Amortisation Amount in respect of such Payment Date;

(B) the Principal Payments due and payable in respect of each class of Notes on such Payment Date; and

(C) the Principal Amount Outstanding of each class of Notes on such Payment Date before applying the Principal Payments due to the Notes on such date.

The Principal Payments payable on each Payment Date during Amortisation Period to the Noteholders of each class of Notes shall be calculated as follows:

(A) Class A Notes :

(1) as long as (i) any Class A Note remains outstanding and (ii) the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, the Class A Principal Payment shall correspond to the smaller of (iii) 100 per cent of the Required Amortisation Amount and (iv) the Principal Amount Outstanding of the Class A Notes as at the previous Payment Date;

(2) when (i) the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5 and (ii) any Class A Note remains outstanding, the Class A Principal Payment shall correspond to the smaller of (iii) the Class A Prorata times the Required Amortisation Amount and (iv) the Principal Amount Outstanding of the Class A Notes as at the Previous Payment Date;

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(B) Class B Notes :

(1) when (i) the Class A Cover Ratio computed on the immediately preceding Calculation Date is equal to or greater than Class A Cover Ratio as of the Closing Date x 1.5 and (ii) any Class A Note remains outstanding, the Class B Principal Payment shall correspond to the smaller of (iii) the Class B Prorata times the Required Amortisation Amount and (iv) the Principal Amount Outstanding of the Class B Notes as at the Previous Payment Date;

(2) when the Class A Notes are fully redeemed and as long as any Class B Note remains outstanding, the Class B Principal Payment shall correspond to the smaller of (i) the Required Amortisation Amount less any Class A Principal Payment payable to the Class A Noteholders on such Payment Date and (ii) the Principal Amount Outstanding of the Class B Notes as at the previous Payment Date; and

(C) Class C Notes : when the Class A Notes and the Class B Notes are fully redeemed and as long as any Class C Note remains outstanding, the Class C Principal Payment shall correspond to the smaller of (i) the Available Principal Collections remaining in the Principal Account after deduction of all Class A Principal Payments payable to the Class A Noteholders and all Class B Principal Payments payable to the Class B Noteholders on such Payment Date and (ii) the Principal Amount Outstanding of the Class C Notes as at the Previous Payment Date.

The Principal Payment payable on each Payment Date to the Noteholders of each class of Notes will be equal to the Principal Payments divided by the number of Notes of that Class (rounded to the nearest euro), provided that in respect of such class of Notes no Principal Payment shall exceed the Principal Amount Outstanding of the relevant Note, as calculated by the Management Company as at the previous Payment Date.

By way of exception to the above, on an Interim Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder

(ii) Accelerated Amortisation Period

During the Accelerated Amortisation Period, from the 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) the Class A Notes shall be repaid to the extent of the Available Distributable Amount on each Payment Date until redeemed in full, and subject to the Accelerated Priority of Payments;

(B) 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 Distributable Amount on each Payment Date on and following such time until redeemed in full, and subject to the Accelerated Priority of Payments; and

(C) once the Principal Amount Outstanding of the Class A Notes, the Class A Interest Amount, any Class A Notes Interest Shortfall, the Principal Amount Outstanding of Class B Notes, the Class B Interest Amount and any Class B Notes Interest Shortfall have been paid in full to the Class A Noteholders and the Class B Noteholders, the Class C Notes shall be repaid to the extent of the

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Available Distributable Amount on each 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. 214-169 of the French 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 29 October 2022 and unless previously redeemed, the Notes of each class shall be redeemed on that date.

5. PAYMENTS

(a) Method of Payment

(i) Method of payment of the Listed Notes

Any amount of interest or principal due in respect of any Listed 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:

(a) during the Revolving Period and the Amortisation Period:

(i) in respect of payments of interest, by debiting the Interest Account and, if necessary, the Principal Account;

(ii) in respect of payments of principal, by debiting the Principal Account.

(b) during the Accelerated Amortisation Period: in respect of payments of interest and principal, by debiting the General Collection Account,

Such payments in respect of the Listed Notes will be paid to the 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 of the Class C Notes

Any amount of interest or principal due in respect of any Class C 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) in respect of payments of interest, by debiting the Interest Account; and

(ii) 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,

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to the extent of the Available Distributable Amount and subject to the applicable Priorities of Payments.

The payments in respect of the Class C Notes will be made by the Management Company to the Custodian as holder of the register of the Class C Notes and the Custodian will in its turn pay each holder of such Class C 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, the Compartment nor the Paying Agent are under any obligation to pay any additional amounts as a consequence of any such withholding or deduction.

(b) Initial Paying Agent

(i) The initial Paying Agent is:

BNP Paribas Securities Services 3, rue d’Antin 75002 Paris France

(ii) Under the Paying Agency Agreement:

(a) the Management Company may on giving a 30-day prior written notice terminate the appointment of the Paying Agent and appoint, with the prior approval of the Custodian, a new paying agent; and

(b) the Paying Agent may resign on giving a 30-day 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.

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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 C 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. 228-46 et seq. of the French Commercial Code and by the French decree no. 67-236 of 23 March 1967, as amended and codified in the French 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;

(ii) articles L. 214-169 et seq. of the French Monetary and Financial Code; and

(iii) 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. 228-46 and article L. 228-47 of the French 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) Noteholder Representative

(i) 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) the Management Company or the Custodian;

(B) 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;

(C) any person guaranteeing all or part of the obligations of the FCT;

(D) the Noteholder Representative in respect of the other class of Notes;

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(E) the respective managers (gérants), general managers (directeurs généraux), members of the board of directors (conseil d’administration) or executive board (directoire) or 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:

Hochstrasser Christian 2 rue du Général de Gaulle 54870 Cons la Grandville Deputy: Frederic Krantz 8 rue de Friscaty 57100 Thionville

The initial Noteholder Representative in respect of the Class B Notes will be:

Frederic Krantz 8 rue de Friscaty 57100 Thionville Deputy: Hochstrasser Christian 2 rue du Général de Gaulle 54870 Cons la Grandville

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 € 400 (VAT excluded) or to be agreed on the appointment of the relevant Noteholder Representative. Such annual fee shall be apportioned in equal amounts and paid accordingly on each Payment Date.

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(d) Noteholders' Meetings

(i) 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.

Any Noteholder 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

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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 Listed Notes are listed on Euronext Paris such notice shall be in accordance with the rules of Euronext Paris. Notices regarding the Listed Notes will be deemed duly given if published in a leading daily newspaper of general circulation in Paris (which is expected to be La Tribune or Les Echos) and any other newspaper of general circulation appropriate for such publications and approved by the Management Company and the Custodian.

Notices regarding the Class C 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.

Noteholders will be deemed to have received such notices three (3) Business Days after the date of their publication.

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 deemed to have been duly given if published in the leading daily newspapers of France mentioned above. The Management Company may also notify such decision on its website or through any appropriate medium.

9. NON PETITION, LIMITED RECOURSE AND ASSETS ALLOCATED TO THE COMPARTMENT

(a) Non Petition

Pursuant to article L. 214-175 III of the French Monetary and Financial Code, the provisions of Book VI of the French Commercial Code (which govern insolvency proceedings in France) are not applicable to the FCT.

(b) Limited Recourse and Assets Allocated to the Co mpartment

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, and 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

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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 Distributable Amount received from the Assets Allocated to the Compartment.

In accordance with article L. 214-175 III of the French Monetary and Financial Code, the Compartment is liable for its debts (n’est tenu de ses dettes) to the extent of its assets (qu'à concurrence de son actif) and in accordance with the rank of its creditors as provided by law (selon le rang de ses créanciers défini par la loi) or, pursuant to article L. 214-169 of the French Monetary and Financial Code, in accordance with the provisions of the Compartment Regulations.

In accordance with article L. 214-169 of the French Monetary and Financial Code, the Compartment’s assets may only be subject to civil proceedings (mesures civiles d'exécution) to the extent of the applicable Priority of Payments.

In accordance with Article L. 214-169 of the French Monetary and Financial Code, the Noteholders and the Residual Unitholders shall be bound by each of the applicable Priorities of Payments as set out in the Compartment Regulations even if the Compartment is liquidated in accordance with the relevant provisions of the Compartment Regulations. None of the Noteholders or Residual Unitholders shall be entitled to take any steps or proceedings that would result in any of the Priority of Payments not being observed.

Pursuant to Article L. 214-183 I of the French Monetary and Financial Code, only the Management Company may enforce the rights of the FCT with respect to the Compartment against third parties. Accordingly, the Noteholders shall have no recourse whatsoever against the Lessees as debtors of the Purchased Receivables.

To the extent that it may have any claim (including any contractual claim or action (action en responsabilité contractuelle)) against the Compartment the payment of which is not expressly contemplated under any applicable Priority of Payments and the cash allocation provisions set out in the Compartment Regulations, each Noteholder undertakes to waive to demand payment of any such claim as long as all Notes and Residual Units issued by the Compartment have not been repaid in full.

10. FURTHER ISSUES

Under the Compartment Regulations, the FCT will not issue any further Notes after the Closing Date in respect of the Compartment. Under the General Regulations, the FCT may issue any further notes and/or units in respect of any other 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.

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FRENCH TAXATION REGIME

The following is a summary limited to certain tax considerations in France relating to the Listed 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 Prospectus and 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 Listed Notes. Each prospective holder or beneficial owner of Listed Notes should consult its tax adviser as to the tax consequences of any investment in or ownership and disposition of the Listed Notes.

Payments of interest and other income made by FCTs with respect to notes are not subject to the withholding tax set out under Article 125 A III of the French Tax Code, unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif; a “Non-Cooperative State ”) within the meaning of Article 238-0 A of the French Tax Code. If such payments are made in a Non-Cooperative State, a 75% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favorable provisions of any applicable double tax treaty) pursuant to Article 125 A III of the French Tax Code.

Notwithstanding the foregoing, Article 125 A III of the French Tax Code provides that the 75% withholding tax will not apply if the FCT can prove that the principal purpose and effect of a particular issue of Listed Notes were not that of allowing the payments of interest or other income to be made in a Non-Cooperative State (the “Exception “). Pursuant to the official doctrine of the French tax authorities (BOI-RPPM-RCM-30-10-20-50-20120912, §§ 70 and 80), an issue of notes will be deemed to have a qualifying purpose and effect, and accordingly will be able to benefit from the Exception, if such notes are:

(a) offered by means of a public offer within the meaning of Article L. 411-1 of the French Monetary and Financial Code or pursuant to an equivalent offer in a State 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

(b) admitted to trading on a regulated market or on a French or foreign multilateral securities trading system, provided that such market or system is not located in a Non-Cooperative State and that the operation of such market is carried out by a market operator, an investment services provider, or by a similar foreign entity, provided further that such market operator, investment services provider or entity is not located in a Non-Cooperative State; or

(c) admitted, at the time of their issue, to the clearing operations of a central depositary or of a securities clearing, delivery and payments systems operator within the meaning of Article L 561-2 of the French 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 the Class B Notes, and, subject to the effective listing of each such Class A Note and Class B Note, the exemption referred to in (a) above will apply.

Consequently, under current law, all payments in respect of the Listed Notes will be made free from any withholding or deduction for or on account of any tax imposed in France.

Pursuant to Article 9 of the 2013 French Finance Act for 2013 (loi de finances pour 2013) # 2012-1509 dated 29 December 2012, subject to certain limited exceptions, interest income received from 1 January 2013 by French tax resident individuals is subject to a 24% withholding tax, which is deductible from the recipient’s personal income tax liability in respect

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of the year in which the payment has been made. Social contributions (CSG, CRDS and other related contributions) are also generally levied by way of withholding at an aggregate rate of 15.5% on interest paid to French tax resident individuals.

Payments of principal and interest in respect of the Listed Notes shall be made net of any withholding tax (if any) applicable to the Listed 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.

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 ”), Member States are required 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.

The Savings Directive has been implemented into French law under Article 242 ter of the French Tax Code and Articles 49 I ter to 49 I sexies of Schedule III to the French 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 other Member States (or in certain territories), including, among other things, the identity and address of each beneficial owner and a detailed list of the different categories of interest (within the meaning of the Savings Directive) paid to that beneficial owner.

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DESCRIPTION OF THE COMPARTMENT ACCOUNTS

COMPARTMENT ACCOUNT BANK AGREEMENT

The Compartment Accounts

On the Closing Date, the Management Company will ensure that the Custodian, in accordance with the provisions of the Compartment Account Bank Agreement, has opened the following bank accounts in the name of the FCT with the Compartment Account Bank:

(A) the General Collection Account which shall be:

(i) debited by, on the First Purchase Date, the Purchase Price of the Initial Receivables;

(ii) credited with, on the Closing Date, any amount of Available Collections collected by Crédipar since the Initial Selection Date;

(iii) credited with, by no later than three (3) 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;

(iv) credited with, on each Settlement Date, any amount required to be transferred on such date from the Commingling Reserve Account;

(v) credited with, on each Settlement Date, any amount required to be transferred on such date from the Performance Reserve Account;

(vi) debited by, on each Settlement Date during the Revolving Period and/or the Amortisation Period (other than prior to an Interim Payment Date), any amount to be transferred to the Principal Account and / or to the Interest Account;

(vii) credited with, on the Settlement Date immediately preceding the first Payment Date of the Accelerated Amortisation Period, any amount standing to the credit of the General Reserve Account, the Principal Account and the Interest Account;

(viii) credited with, on any relevant Payment Date, all payments received from any Interest Rate Swap Counterparty (including, as the case may be, any amounts paid by any eligible replacement interest rate swap counterparty), provided that, during the Revolving Period and the Amortisation Period, any such amounts shall be forthwith transferred, on the same date, to the Interest Account;

(ix) credited with, on each Payment Date during the Accelerated Amortisation Period, the income resulting from the investment of the Compartment Cash in Authorised Investments in the course of the relevant Investment Period, with the exception of (i) the income resulting from the investment of the Commingling Reserve which shall be paid directly to Crédipar outside of any Priority of Payments in accordance with the Master Servicing Agreement and (ii) the income resulting from the investment of the Performance Reserve which shall be paid directly to Crédipar outside of any Priority of Payments in accordance with the Master Purchase Agreement;

(x) credited with, on any Repurchase Date, the repurchase price of all Series of Receivables repurchased by Crédipar upon exercise of its Repurchase Option in respect of such Series of Receivables;

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(xi) debited by, on an Interim Payment Date, any amount payable under items (a), (b), (c) and (d) of the Interest Priority of Payments;

(xii) credited, on the Compartment Liquidation Date, with the proceeds resulting from the sale of the then outstanding Purchased Receivables, as the case may be; and

(xiii) debited by, on each Payment Date during the Accelerated Amortisation Period, any amounts payable out of the moneys 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 the Closing Date, the proceeds of the issue by the Compartment of the Notes and the Residual Units remaining after giving effect to any netting mechanism agreed between the Compartment, the Initial Subscriber, the Residual Units subscriber and the Seller on that date;

(ii) credited with, on each Settlement Date during the Revolving Period and the Amortisation Period (other than prior to an Interim Payment Date), 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 Payment Date notwithstanding any provision to the contrary in the Transaction Documents;

(iii) credited with, on each Payment Date during the Revolving Period and the Amortisation Period (other than an Interim Payment Date), an amount equal to not more than the Principal Deficiency Amount, as calculated by the Management Company, in accordance with the Interest Priority of Payments;

(iv) credited with, on each Settlement Date during the Revolving Period and/or the Amortisation Period, any amount to be transferred from the General Collection Account pursuant to provision (vi) of paragraph (A) above;

(v) debited by, on each Payment Date during the Revolving Period, the Purchase Price of any Additional Receivables purchased on the immediately preceding Purchase Date, subject to the Seller having credited the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount on the immediately preceding Settlement Date;

(vi) debited by, on each Payment Date during the Amortisation Period (other than an Interim Payment Date), any amounts payable out of the moneys standing to the credit of the Principal Account, pursuant to the Principal Priority of Payments;

(vii) debited in full, on the Settlement Date immediately preceding the first Payment Date of the Accelerated Amortisation Period, by the transfer of all monies standing to its credit to the General Collection Account;

(C) the Interest Account which shall be:

(i) credited with, on each Settlement Date during the Revolving Period and the Amortisation Period (other than prior to an Interim Payment Date), the Available Interest Collections received during the immediately preceding Collection Period (after crediting the Principal Account according to the provision (ii) of paragraph (B) above), provided that any Available Collection in relation to which the Management Company has not received confirmation

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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 Payment Date notwithstanding any provision to the contrary in the Transaction Documents;

(ii) credited with, on each Settlement Date during the Revolving Period and the Amortisation Period, any amount standing to the credit of the General Reserve Account;

(iii) credited with, on each Payment Date during the Revolving Period and the Amortisation Period, the income resulting from the investment of the Compartment Cash in Authorised Investments in the course of the relevant Investment Period, with the exception of (i) the income resulting from the investment of the General Reserve which shall be paid directly to Crédipar outside of any Priority of Payments in accordance with the Reserve Cash Deposits Agreement, (ii) the income resulting from the investment of the Commingling Reserve which shall be paid directly to Crédipar outside of any Priority of Payments in accordance with the Master Servicing Agreement and (iii) the income resulting from the investment of the Performance Reserve which shall be paid directly to Crédipar outside of any Priority of Payments in accordance with the Master Purchase Agreement;

(iv) credited with, on any relevant Payment Date during the Revolving Period and the Amortisation Period, all payments received from any Interest Rate Swap Counterparty (including, as the case may be, any amounts paid by any eligible replacement interest rate swap counterparty) transferred upon receipt from the General Collection Account pursuant to provision (vii) of paragraph (A) above;

(v) debited by, on each Payment Date (other than an Interim Payment Date), any amounts payable out of the moneys standing to the credit of the Interest Account, pursuant to the Interest Priority of Payments;

(vi) debited in full, on the Settlement Date immediately preceding the first 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) credited by the Seller with, on the Closing Date, the amount of the General Reserve Cash Deposit;

(ii) debited in full on any Settlement Date during the Revolving Period and the Amortisation Period, in order to credit the amount of the General Reserve to the Interest Account;

(iii) credited with, on any Payment Date during the Revolving Period and the Amortisation Period (other than an Interim Payment Date), an amount equal to the General Reserve Required Amount, by debiting the Interest Account in accordance with item (e) of the Interest Priority of Payments;

(iv) debited in full, on the Settlement Date immediately preceding the General Reserve Final Utilisation Date, by the transfer of all monies standing to its credit to the General Collection Account;

(E) the Commingling Reserve Account which shall be:

(i) 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;

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(ii) if, on any date, the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount:

(a) credited by the Servicer on that 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 date; or

(b) debited on the immediately following Payment Date, in order to repay to the Servicer the excess of the Commingling Reserve over 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; and

(iii) on any Settlement Date, in the event of a breach by the Servicer of any Commingling Reserve Secured Obligation during the immediately preceding Collection Period, debited on that Settlement Date of the amount of the breached Commingling Reserve Secured Obligation; and

(E) the Performance Reserve Account which shall be:

(i) credited by the Seller with, on the Closing Date, the Performance Reserve Cash Deposit Initial Amount applicable on the Closing Date;

(ii) credited by the Seller with, on any Settlement Date, the applicable Performance Reserve Cash Deposit Additional Amount;

(iii) debited outside any Priority of Payments, on any Payment Date and absent any failure by the Seller to pay any due and payable Compensation Payment Obligation (and again after the occurrence of a breach by the Seller of any Seller Performance Undertakings, if the Management Company decides to resume with such release of the Performance Reserve considering the interest of the Noteholders and the Unitholders):

(a) if any Car has been sold to the relevant PSA Car Dealer in accordance with the relevant Car Buy Back Contract and the relevant proceeds have been paid to the FCT during the Collection Period preceding the relevant Settlement Date, of an amount equal to 1.5 percent of the Purchase Price of the relevant Series of Receivables;

(b) if any Car is sold to a party other than the relevant PSA Car Dealer and the relevant Car Sale Proceeds have been paid to the FCT during the Collection Period preceding the relevant Settlement Date, of an amount equal to 5 per cent. of the Car Sale Proceeds effectively received by the FCT in respect of the relevant Auto LTL Contract during that Collection Period, limited to 1.5 per cent. of the Purchase Price of the relevant Series of Receivables; and

(c) if any Car has been repurchased by the Seller in accordance with section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT - Commercial Renegotiation” or “DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Repurchase Option” at a price at least equal to the Contract Outstanding Balance of the relevant Series of Receivables: 1.5 per cent. of the Purchase Price of the relevant Series of Receivables.

(iv) on any Settlement Date, in the event of a failure by the Seller to pay any due and payable Compensation Payment Obligation during the immediately

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preceding Collection Period, debited on that Settlement Date by the amount of the due and payable Compensation Payment Obligation or such other amount as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the Specially Dedicated Account.

In addition, on each Payment Date, the Management Company will instruct the Compartment Account Bank, under supervision of the Custodian, to pay directly to Crédipar:

(i) all amounts of interest received from the investment of the General Reserve standing to the credit of the General Reserve Account during the Revolving Period and the Amortisation Period;

(ii) all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account; and

(iii) all amounts of interest received from the investment of the Performance Reserve standing to the credit of the Performance Reserve Account.

Opening of Collateral Accounts

On the Closing Date, the Management Company will ensure that the Custodian, in accordance with the provisions of the Compartment Account Bank Agreement, has opened open, in respect of each Interest Rate Swap Counterparty:

(i) a cash account in which any collateral in the form of cash to be transferred by such Interest Rate Swap Counterparty to the Compartment, as the case may be, will be held (a “Collateral Cash Account ”); and

(ii) a custody account in which any collateral in the form of securities to be transferred by such Interest Rate Swap Counterparty to the Compartment, as the case may be, will be held (a “Collateral Custody Account ” and, both Collateral Custody Accounts together with the Collateral Cash Accounts, the “Collateral Accounts ”).

No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the Compartment or the return of excess collateral and payment of a remuneration on such collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside of any Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest Rate Swap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest Rate Swap Agreement against such amounts (the “Netted Swap Termination Amount ”). Any collateral not applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. Collateral amounts will be held separate from and do not form part of the Available Distributable Amount and accordingly, are not available to fund general distributions of the Compartment except regarding Netted Swap Termination Amount upon termination of the swap.

The proceeds from the liquidation of the collateral corresponding to the Netted Swap Termination Amount may be used by the Compartment as deems fit.

Release of the General Reserve

On the Settlement Date immediately preceding the first Payment Date of the Accelerated Amortisation Period, the General Reserve Account will be debited in full in order to credit the General Collection Account with the amount of the General Reserve.

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Upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller.

Release of the Commingling Reserve

Upon liquidation of the Compartment and subject to the Servicer having complied in full all Commingling Reserve Secured Obligations 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.

Release of the Performance Reserve

Upon liquidation of the Compartment and subject to the Seller having paid in full all due and payable Compensation Payment Obligations, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller.

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 Account Bank 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 General Reserve Account, the Performance Reserve Account and the Commingling 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 the Net Swap 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.

Downgrading of the Rating and Resignation of the Co mpartment Account Bank

Pursuant to the Compartment Account Bank Agreement:

(a) the Management Company (i) may on giving a 30-day prior written notice (including, without limitation, in case of a breach by the Compartment Account Bank of its representations, warranties and undertakings pursuant to the Compartment Account Bank Agreement) or (ii) shall within fifteen (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 a 30-day prior written notice to the Management Company and the Custodian,

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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).

In the event of termination of the appointment of the Compartment Account Bank, the Compartment Account Bank has undertaken to transfer to the newly appointed compartment account bank all information and books and any available means that may be necessary to ensure an effective transfer of the Compartment Accounts held in its books and, in particular, the continuity of payment pursuant to the relevant Priority of Payments.

Governing Law

The Compartment Account Bank Agreement is governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters.

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 Account Bank Agreement – The Compartment Accounts”.

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NO RECOURSE OR LIMITED RECOURSE AGAINST THE FCT

Each party to the Transaction Documents has acknowledged and agreed that:

(a) pursuant to article L. 214-169 of the French Monetary and Financial Code and by derogation from article 2285 of the French Civil Code, its rights over the assets of the FCT are limited to the assets allocated to the Compartment under the terms and conditions of the General Regulations and the provisions of the Compartment Regulations;

(b) it shall have no rights in any assets allocated to any other compartment of the FCT and each party to the Transaction Documents has waived all its rights of recourse to such assets, in any circumstances and by any means;

(c) pursuant to article L. 214-175 III of the French Monetary and Financial Code, Book VI of the French Commercial Code (which govern insolvency proceedings in France) is not applicable to the Compartment;

(d) in accordance with article L. 214-175 III of the French Monetary and Financial Code, the Compartment is liable for its debts (n’est tenu de ses dettes) to the extent of its assets (qu'à concurrence de son actif) and in accordance with the rank of its creditors as provided by law (selon le rang de ses créanciers défini par la loi) or, pursuant to article L. 214-169 of the French Monetary and Financial Code, in accordance with the provisions of the Compartment Regulations;

(e) in accordance with article L. 214-169 of the French Monetary and Financial Code, the Compartment’s assets may only be subject to civil proceedings (mesures civiles d'exécution) to the extent of the applicable Priority of Payments.

and undertaken, to the extent that it may have any claim (including any contractual claim or action (action en responsabilité contractuelle)) against the Compartment the payment of which is not expressly contemplated under any applicable Priority of Payments and the cash allocation provisions set out in the Compartment Regulations, to waive to demand payment of any such claim as long as all Notes and Residual Units issued by the Compartment have not been repaid in full.

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CREDIT STRUCTURE

EXCESS SPREAD AND HEDGING MECHANISMS

Representations and warranties related to the Purch ased 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 Lessees or the effectiveness of the related Ancillary Rights (see Section “DESCRIPTION OF THE AUTO LEASES CONTRACTS AND THE RECEIVABLES”).

Excess Spread

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 spread resulting on any Payment Date from the amount by which (a) the Available Interest Amount, excluding the General Reserve exceeds (b) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Net Swap Amount due, as the case may be, by the Compartment to the Interest Rate Swap Counterparties, and (iii) the Class A Interest Amount , the Class B Notes Interest Amount and the Class C Notes Interest Amount.

Interest Rate Swap Agreements

General Description

Each Interest Rate Swap Agreement is entered into between the FCT and an Interest Rate Swap Counterparty, with the exclusive aim of enabling the FCT to meet its interest obligations due in respect of the Listed 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 Listed Notes, on each relevant Payment Date and (b) the fixed interest rate payments received in respect of the Purchased Receivables allocated to the Compartment.

Each Interest Rate Swap Agreement 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.

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.

Determination of the Swap Notional Amount

On each Payment Date, the Swap Notional Amount under each Interest Rate Swap Agreement is equal to the minimum of:

(a) fifty per cent. (50%) of the aggregate of the Contract Outstanding Balance of the Performing Series of Receivables on the Determination Date immediately preceding such Payment Date on or immediately preceding such day, as calculated by the Management Company; and

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(b) fifty per cent. (50%) of the aggregate of the Principal Amount Outstanding of the Listed Notes on such Payment Date.

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) the total amount received in respect of the subscription of the Class A Notes, Class B Notes, Class C Notes and the Residual Units from the corresponding subscribers is less than the aggregate of the Purchase Prices of the Purchased Receivables purchased on the First Purchase Date; and

(b) upon the occurrence, with respect to the Interest Rate Swap Counterparty, of any of the Events of Defaults (as such term is defined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap Counterparty is the defaulting party or of any of the Changes in Circumstances (as such term is defined in the relevant 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) upon the occurrence of either of the following events:

(i) the declaration or the occurrence of the liquidation or dissolution of the Compartment in the circumstance provided in Section X of the Compartment Regulations;

(iii) 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 Interest Rate Swap Counterparty; or

(iv) any provision of the Transaction Documents is amended and the effect of such amendment is to affect the amount, timing or priority of any payments due between the Parties unless the Interest Rate Swap Counterparty has consented in writing to such amendment; and

(b) upon the occurrence, with respect to the FCT, of any of the Events of Defaults (as such term is defined in the relevant Interest Rate Swap Agreement) or of any of the Changes in Circumstances (as such term is defined in the relevant Interest Rate Swap Agreement). In this respect, any Interest Rate Swap Counterparty may terminate the relevant Interest Rate Swap Agreement if the Management Company is unable to pay in full on any Payment Date the Net Swap Amount Arrears recorded on the immediately preceding Payment Date.

Each Interest Rate Swap Agreeement may also be terminated upon the occurrence of any of the Change of Circumstances due to the non-compliance by any party to such Interest Rate Swap Agreeement with the provisions of such Interest Rate Swap Agreeement related to EMIR.

Upon such early termination of any Interest Rate Swap Agreement as described above, the FCT or the relevant Interest Rate Swap Counterparty may be liable to make a termination payment to the other party.

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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 Swap Subordinated Termination Amounts will rank lower in priority than payments to the holders of the Listed Notes pursuant to the Priorities of Payments.

No 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 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 Rate Swap Agreement, the relevant Interest Rate Swap Counterparty shall 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) but shall not be liable to pay any such additional amount to the FCT.

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) 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

(b) 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 transfer complies with the transfer conditions as set out in the relevant Interest Rate Swap Agreement, (ii) the ratings assigned to the Listed Notes then outstanding are not adversely affected by a transfer to such office or affiliate, and (iii) such transfer complies with all applicable laws and regulations; or

(c) 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 transfer complies with the transfer conditions as set out in the relevant Interest Rate Swap Agreement, (ii) the ratings assigned to the Listed Notes then outstanding are not adversely affected by a transfer to such office or affiliate, and (iii) such transfer complies with all applicable laws and regulations.

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If at the expiration of such period, no solution has been found, either the Management Company or the relevant Interest Rate Swap Counterparty will have the right by notice to the relevant Interest Rate Swap Counterparty or the Management Company 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 any of the Interest Rate Swap Counterparties

A. DBRS

A.1 DBRS First Rating Threshold

Pursuant to the terms of each Interest Rate Swap Agreement, the parties to such Interest Rate Swap Agreement agree that upon the occurrence of a DBRS First Rating Event, then the Interest Rate Swap Counterparty shall, at its own cost and as soon as practicable, but in any event no later than thirty (30) Business Days after the date of the occurrence of such DBRS First Rating Event:

(i) transfer collateral pursuant to the terms of the Eligible Credit Support Document to an account opened in the name of the Compartment (or any entity so designated by the Management Company on behalf of the Compartment) with a credit institution having the Account Bank Required Ratings; or

(ii) procure any Eligible Guarantor (as such term is defined in the relevant Interest Rate Swap Agreement) having the DBRS First Trigger Required Ratings to guarantee any and all its rights and obligations with respect to this Agreement pursuant to the terms of an Eligible Guarantee (as such term is defined in the relevant Interest Rate Swap Agreement); or

(iii) transfer all of its rights and obligations with respect to the relevant Interest Rate Swap Agreement to an Eligible Replacement (as such term is defined in the relevant Interest Rate Swap Agreement); or

(iv) take such other action (which may, for the avoidance of doubt, include taking no action) as will result in the rating by DBRS of the highest rated Listed Notes following the taking of such action (or inaction) being maintained at, or restored to, the level at which it was immediately prior to such DBRS First Rating Event.

If, within thirty (30) Business Days of the occurrence of the DBRS First Rating Event, (1) collateral has not been transferred in accordance with paragraph A.1(i) and (2) the obligations of the Interest Rate Swap Counterparty have not been guaranteed, transferred or novated in accordance with paragraphs A.1(ii) and A.1(iii) (each of the events specified in (1) or (2) being a “DBRS First Rating Requirement Breach”), a Change of Circumstances shall be deemed to have occurred on such date with the Interest Rate Swap Counterparty as the sole Affected Party (as such term is defined in the relevant Interest Rate Swap Agreement), all the Transactions then outstanding being Affected Transactions (as such term is defined in the relevant Interest Rate Swap Agreement) and the Termination Date (as such term is defined in the relevant

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Interest Rate Swap Agreement) being the date so specified by the Compartment in the relevant termination notice provided that such date shall be any Business Day from, and including, the date of receipt of the termination notice by the Affected Party to, and including, the tenth Business Day thereafter.

Notwithstanding any provision to the contrary in the relevant Interest Rate Swap Agreement, if a Change of Circumstances has occurred as a result of the occurrence of a DBRS First Rating Requirement Breach and the relevant Interest Rate Swap Counterparty has received a termination notice, the Compartment may suspend its payment or delivery obligations under such Interest Rate Swap Agreement and any Transaction and may retain any amount that may have been provided as credit support to the Compartment by the Interest Rate Swap Counterparty under such Interest Rate Swap Agreement, the Eligible Credit Support Document or otherwise until the date on which such Interest Rate Swap Agreement and all Transactions have been terminated, novated or transferred, as the case may be.

A.2 DBRS Second Rating Threshold

Pursuant to the terms of each Interest Rate Swap Agreement, the parties to such Interest Rate Swap Agreement agree that upon the occurrence of a DBRS Second Rating Event, the Interest Rate Swap Counterparty shall, at its own cost:

(i) transfer, as soon as practicable, but in any event by no later than thirty (30) Business Days following the occurrence of such DBRS Second Rating Event, collateral (if collateral has been posted by the relevant Interest Rate Swap Counterparty in accordance with Article A.1(i), additional collateral will have to be posted by the Interest Rate Swap Counterparty pursuant to this Article A.2(i)), pursuant to the terms of the Eligible Credit Support Document, to an account opened in the name of the Compartment (or any entity so designated by the Management Company on behalf of the Compartment) with a credit institution having the Account Bank Required Ratings; and

(ii) use commercially reasonable efforts to either:

(A) procure any Eligible Guarantor having the DBRS First Trigger Required Ratings to guarantee any and all its rights and obligations with respect to this Agreement pursuant to the terms of an Eligible Guarantee; or

(B) transfer all of its rights and obligations with respect to the relevant Interest Rate Swap Agreement to an Eligible Replacement; or

(C) take such other action (which may, for the avoidance of doubt, include taking no action) as will result in the rating by DBRS of the highest rated Listed Notes following the taking of such action (or inaction) being maintained at, or restored to, the level at which it was immediately prior to such DBRS Second Rating Event.

If any of the requirement set out in Article A.2(ii)(A), (B) and (C) above are satisfied at any time, the Interest Rate Swap Counterparty will not be required to post any collateral as a result of such DBRS Second Rating Event.

If (1) on the date so specified in paragraph (i) of Article A.2, collateral has not been transferred in accordance with such paragraph or (2) the Interest Rate Swap

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Counterparty fails to comply with its obligation under paragraph (ii) of this paragraph A.2 (each of the events specified in (1) and (2) being a “DBRS Second Rating Requirement Breach”), a Change of Circumstances shall be deemed to have occurred with the Interest Rate Swap Counterparty as the sole Affected Party, all the Transactions then outstanding being Affected Transactions and the Termination Date being the date so specified by the Compartment in the relevant termination notice provided that such date shall be any Business Day from, and including, the date of receipt of the termination notice by the Affected Party to, and including, the tenth Business Day thereafter.

Notwithstanding any provision to the contrary in the relevant Interest Rate Swap Agreement, if a Change of Circumstances has occurred as a result of the occurrence of a DBRS Second Rating Requirement Breach and the relevant Interest Rate Swap Counterparty has received a termination notice, the Compartment may suspend its payment or delivery obligations under such Interest Rate Swap Agreement and any Transaction and may retain any amount that may have been provided as credit support to the Compartment by the Interest Rate Swap Counterparty under such Interest Rate Swap Agreement, the Eligible Credit Support Document or otherwise until the date on which such Interest Rate Swap Agreement and all Transactions have been terminated, novated or transferred, as the case may be.

B. Moody’s

Pursuant to the terms of each Interest Rate Swap Agreement, the parties to such Interest Rate Swap Agreement agree that so long as the Moody’s Second Rating Trigger Requirements apply, the relevant Interest Rate Swap Counterparty will at its own cost use commercially reasonable efforts to, as soon as reasonably practicable, procure either (A) an Eligible Guarantee in respect of all of the Interest Rate Swap Counterparty’s present and future obligations under such Interest Rate Swap Agreement to be provided by a guarantor with the Moody’s Second Trigger Required Ratings or (B) a transfer in accordance with article 11.4 of the relevant Interest Rate Swap Agreement or (C) take such other action (which may, for the avoidance of doubt, include taking no action) as will result in the rating by Moody’s of the highest rated Listed Notes by Moody’s following the taking of such action (or inaction) being maintained at, or restored to, the level at which it was immediately prior to the application of the Moody’s Second Rating Trigger Requirements.

Any failure by any Interest Rate Swap Counterparty to comply with or perform any obligation to be complied with or performed by such Interest Rate Swap Counterparty under the Eligible Credit Support Document shall not result in an Event of Default but a Change of Circumstances unless (A) the Moody’s Second Rating Trigger Requirements apply and at least 30 Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Business Day after notice such failure is given to such Interest Rate Swap Counterparty.

Notwithstanding any other provisions in any Interest Rate Swap Agreement, failure by the relevant Interest Rate Swap Counterparty to post collateral in accordance with the Moody’s Credit Support Amount (as defined in the Eligible Credit Support Document) shall constitute an Event of Default and not a Change of Circumstance if (A) the Moody’s Second Rating Trigger Requirements apply and at least 30 Business Days have elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply and (B) such failure is not remedied on or before the third Business Day after notice such failure is given to such Interest Rate Swap Counterparty.

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Notwithstanding any provision to the contrary in any Interest Rate Swap Agreement, if a Change of Circumstances has occurred as a result of the occurrence of one of the events specified in articles 7.2.1.7 or 7.2.1.8 of the relevant Interest Rate Swap Agreement and the relevant Interest Rate Swap Counterparty has received a termination notice, the Compartment may suspend its payment or delivery obligations under the relevant Interest Rate Swap Agreement and any Transaction and may retain any amount that may have been provided as credit support to the Compartment by the Interest Rate Swap Counterparty under such Interest Rate Swap Agreement, the Eligible Credit Support Document or otherwise until the date on which such Interest Rate Swap Agreement and all Transactions have been terminated, novated or transferred, as the case may be.

C. Withdrawal of any of the ratings of the Listed Notes

If any Class of Listed Notes ceases to be rated by a Rating Agency (such Rating Agency, the Withdrawing Rating Agency) as a result of a withdrawal of its rating or otherwise, the provisions of this section “Ratings downgrade of any of the Interest Rate Swap Counterparties” and relevant provisions in the Eligible Credit Support Document (such provisions, the "Withdrawn Downgrade Provisions") shall cease to apply to the extent they relate to the Withdrawing Rating Agency and shall be deemed to be deleted as of the date of such withdrawal (such date the Withdrawal Date). If a Withdrawal Date occurs and the Interest Rate Swap Counterparty has posted any collateral in accordance with the requirements of the Withdrawing Rating Agency under this section “Ratings downgrade of any of the Interest Rate Swap Counterparties” and the Eligible Credit Support Document, the relevant collateral shall be returned to the Interest Rate Swap Counterparty in accordance with the terms of the Eligible Credit Support Document and the Interest Rate Swap Counterparty shall have no further obligations under the Eligible Credit Support Document in connection with the Withdrawn Downgrade Provisions."

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 to a counterparty that is an eligible replacement pursuant to the Interest Rate 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 will enter into, on or before the Closing Date, a credit support document which forms part of the Interest Rate Swap Agreement, which sets out the terms on which collateral will be transferred 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 (the “Eligible Credit Support Document ”).

On the Closing Date, the Management Company will ensure that the Custodian, in accordance with the provisions of the Compartment Account Bank Agreement, has opened, in respect of each Interest Rate Swap Counterparty:

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(i) a cash account in which any collateral in the form of cash to be transferred by such Interest Rate Swap Counterparty to the FCT, as the case may be, will be held (a “Collateral Cash Account ”); and

(ii) a custody account in which any collateral in the form of securities to be transferred by such Interest Rate Swap Counterparty to the FCT, as the case may be, will be held (a “Collateral Custody Account ” and, both Collateral Custody Accounts together with the Collateral Cash Accounts, 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 and payment of a remuneration on such collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside of any Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest Rate Swap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest Rate Swap Agreement against such amounts (the “Netted Swap Termination Amount ”). Any collateral not applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. Collateral amounts will be held separate from and do not form part of the Available Distributable Amount and accordingly, are not available to fund general distributions of the FCT except regarding Netted Swap Termination Amount upon termination of the swap.

The proceeds from the liquidation of the collateral corresponding to the Netted Swap Termination Amount may be used by the FCT as deems fit.

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 and the Class C Notes. Such subordination consists of the rights granted to the Class A Noteholders to receive:

(a) on each Payment Date, any amounts of interest in priority to any amounts of interest payable to the Class B and Class C Noteholders; and

(b) on each Payment Date during the Amortisation Period where the Class A Cover Ratio computed on the immediately preceding Calculation Date is lower than Class A Cover Ratio as of the Closing Date x 1.5, any amounts of principal in priority to any amounts of principal payable to the Class B Noteholders;

(c) on each Payment Date during the Accelerated Amortisation Period, any amounts of principal in priority to any amounts of principal payable to the Class B Noteholders; and

(d) on each Payment Date during the Amortisation Period and Accelerated Amortisation Period, any amounts of principal in priority to any amounts of principal payable to the Class C Noteholders.

Credit protection for the Class B Notes will be provided by the subordination of payments of principal and interest in respect of the Class C Notes. Such subordination consists of the rights granted to the Class A Noteholders to receive:

(a) on each Payment Date, any amounts of interest in priority to any amounts of interest payable to the Class C Noteholders; and

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(b) on each Payment Date during the Amortisation Period and the Accelerated Amortisation Period, any amounts of principal in priority to any amounts of principal payable to the Class C Noteholders.

GENERAL RESERVE

General Reserve Cash Deposit

On the Closing Date, in accordance with the Reserve Cash Deposits Agreement, the Seller has agreed to make the General Reserve Cash Deposit up to an amount equal one point twenty five (1.25) per cent. of the aggregate of the Initial Principal Amounts of the Class A Notes, the Class B Notes and the Class C Notes. Neither the Seller nor any other entity within the PSA Group will be obliged to deposit any additional amount with respect to the General Reserve Cash Deposit.

Purpose of the General Reserve Cash Deposit and the General Reserve

The General Reserve Cash Deposit is used to constitute the initial balance of the General Reserve, the prupose of which is to provide, to a certain extent, a liquidity protection and, in certain circumstances, a credit enhancement to the FCT in respect of the Compartment. The General Reserve Cash Deposit and, more generally, any sums credited to the General Reserve Account may not be used for the purchase by the FCT of Purchased Receivables allocated to the Compartment.

The General Reserve Cash Deposit is credited to the General Reserve Account opened in the name of the FCT with the Compartment Account Bank.

Investment of the General Reserve Cash Deposit

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 credit balance of the General Reserve Account. The share of the corresponding financial proceeds received from such investment will be paid by the Compartment Cash Manager to Crédipar on each Payment Date.

General Reserve Required Amount

As of close of each Payment Date during the Revolving Period and the Amortisation Period (save the General Reserve Final Utilisation Date), the balance credited to the General Reserve Account shall be equal to the General Reserve Required Amount.

Accordingly, during the Revolving Period and the Amortisation Period, the General Reserve Account will be:

(a) on each Settlement Date, debited in full in order to credit the Interest Account with the amount of the General Reserve; and

(b) on each Payment Date, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the Interest Account to the General Reserve Account, in accordance with and subject to the Interest Priority of Payments.

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On the Settlement Date immediately preceding the General Reserve Final Utilisation Date, the General Reserve Account will be debited in full in order to credit the General Collection Account with the amount of the General Reserve.

Reimbursement of the General Reserve Cash Deposit

The General Reserve Cash Deposit will be reimbursed to the Seller up to the initial amount of the General Reserve Cash Deposit 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 ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller.

CREDIT ENHANCEMENT

Class A Notes

Credit enhancement for the Class A Notes will be provided by (a) the General Reserve (which includes the General Reserve Cash Deposit and any sums, as the case may be, debited from the Interest Account up to the General Reserve Required Amount), (b) the Excess Spread, (c) the subordination of payments due in respect of the Class B Notes and the Class C Notes and (d) 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 the Class B Notes and the Class C 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.

Class B Notes

Credit enhancement for the Class B Notes will be provided by (a) the General Reserve, (b) the Excess Spread, (c) the subordination of payments due in respect of the Class C Notes and (d) the Residual Units.

GLOBAL LEVEL OF CREDIT ENHANCEMENT

On the First Purchase Date, the Class B Notes, the Class C Notes and the General Reserve Cash Deposit provide the holders of the Class A Notes with total credit enhancement equal to 30.23 per cent. of the Contract Outstanding Balance of the Purchased Receivables, 1.25 per cent. with respect to the General Reserve Cash Deposit, 7.01 per cent. with respect to the Class B Notes and 21.97 per cent. with respect to the Class C Notes. In addition to such levels of credit enhancement, the Class A Notes will also benefit from the available Excess Spread.

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DESCRIPTION OF BNP PARIBAS AS INTEREST RATE SWAP CO UNTERPARTY

The information contained in this section related to BNP Paribas and the Group has been obtained from BNP Paribas. The information concerning BNP Paribas and the Group contained herein is furnished solely to provide limited information regarding BNP Paribas and the Group and does not purport to be comprehensive.

BNP Paribas SA is a French law société anonyme licensed as a bank. BNP Paribas SA and its consolidated subsidiaries (the Group ) is a European leading provider of banking and financial services and has a presence in 78 countries with nearly 185,000 employees, including more than 145,000 in Europe. It ranks highly in its three core activities: Retail Banking, Investment Solutions and Corporate & Investment Banking. In Europe, the Group has four domestic markets (Belgium, France, Italy and Luxembourg) and BNP Paribas Personal Finance is the leader in consumer lending.

BNP Paribas is rolling out its integrated retail banking model across Mediterranean basin countries, in Turkey, in Eastern Europe and a large network in the western part of the United States. In its Corporate & Investment Banking and Investment Solutions activities, BNP Paribas also enjoys top positions in Europe, a strong presence in the Americas and solid and fast-growing businesses in Asia.

At 31 December 2012, the Group had consolidated assets of €1,907.3 billion (compared to €1,965.3 billion at 31 December 2011), consolidated loans and receivables due from customers of €630.5 billion, consolidated items due to customers of €539.5 billion, and shareholders’ equity of €85.9 billion (compared to €75.4 billion at 31 December 2011). Revenues for the year ended 31 December 2012 were €39.1 billion (compared to €42.4 billion for the year ended 31 December 2011). Net income, Group share, for the year ended 31 December 2012 was €6.6 billion (compared to €6.0 billion for the year ended 31 December 2011).

The Group currently has long-term senior debt ratings of A+ with negative outlook from S&P, A2 with stable outlook from Moody’s, and A+ with stable outlook from Fitch.

BNP Paribas SA is the parent company of the BNP Paribas Group.

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DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTE RPARTY

The information contained in this section related to Natixis and the Natixis Group has been obtained from Natixis and is furnished solely to provide limited information regarding Natixis and the Natixis Group and does not purport to be comprehensive.

NATIXIS (formerly known as Natexis Banques Populaires) is a French limited liability company (société anonyme à conseil d’administration) registered with the Registre du Commerce et des Sociétés de Paris under No. 542 044 524 (“NATIXIS”). NATIXIS has its registered office address at 30 avenue Pierre Mendès-France, 75013 Paris, France.

With effect as of 31 July 2009 (non-inclusive), NATIXIS is affiliated with BPCE, the central body of Groupe BPCE. This affiliation with BPCE replaces, with effect as of same date, the dual affiliation of NATIXIS with Caisse Nationale des Caisses d’Epargne et de Prévoyance (CNCE) and Banque Fédérale des Banques Populaires (BFBP), which was governed by a dual affiliation agreement terminated on the same date.

NATIXIS is the corporate, investment and financial services arm of Groupe BPCE, the 2nd-largest retail banking group in France.

With around 22,000 employees, NATIXIS has a number of areas of expertise which are organized in three main business lines: Wholesale Banking, Investment Solutions and Specialized Financial Services.

NATIXIS has its own client base of companies, financial institutions and institutional investors as well as the client base of individuals, professionals and small and medium-size businesses of Groupe BPCE’s two retail banking networks, Banque Populaire and Caisse d’Epargne.

NATIXIS is listed on the Paris stock exchange (Nyse Euronext) SBF 120 index and is rated by Standard & Poor’s, Fitch Ratings and Moody’s.

As at 3 October 2013, the long-term rating unsecured and unsubordinated debt obligations of NATIXIS is “A” (negative outlook) for Standard & Poor’s, “A” (stable outlook) for Fitch Ratings and “A2” (stable outlook) for Moody’s.

The information contained in the preceding paragraphs has been provided by NATIXIS for use in this Prospectus. Except for the foregoing paragraphs, NATIXIS and its respective affiliates have not been involved in the preparation of, and do not accept responsibility for, this Prospectus.

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COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES

INTRODUCTION

In accordance with the Compartment Cash Management Agreement, the Management Company has appointed, with the prior approval of the Custodian, 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 denominated in Euros made with a credit institution as referred to in paragraph 1° of article R. 214-220 of the French Monetary and Financial Code, the short term unsecured and unsubordinated debt obligations of which are rated at least P-1 by Moody’s and, if rated by DBRS, R-1L by DBRS and the long term unsecured and unsubordinated debt obligations of which are rated at least A by DBRS, provided that such deposits shall be able to be withdrawn or repaid at any time, so that upon the Management Company'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 (i) Aa3 by Moody’s and (ii), if rated by DBRS, (aa) A or R-1 (middle) by DBRS where residual maturities are up to 30 calendar days, (bb) AA (low) or R-1 (middle) by DBRS, where residual maturities are from 31 to 90 calendar days, (cc) AA or R-1 (high) by DBRS, where residual maturities are from 91 to 180 calendar days and (dd) AAA or R-1 (high) by DBRS, where residual maturities are from 181 to 365 calendar days;

3. debt instruments (titres de créances) referred to in paragraph 2° of article D. 214-219 of the French Monetary and Financial Code, denominated in Euros and rated by Moody’s and DBRS as follows depending on the maximum maturity intended for the relevant investment, 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 and provided that for 1-month investment, the securities or the issuer of the securities shall be rated at least:

(i) A-2 or P-1 by Moody’s; and

(ii) if rated by DBRS, A or R-1 (middle) by DBRS;

4. negotiable debt instruments (titres de créances négociables) within the meaning of articles L. 213-1 et seq. of the French Monetary and Financial Code, denominated in Euros and provided that for 1-month investment, the negotiable debt instruments or the issuer of the negotiable debt instruments shall be rated at least:

(i) A-2 or P-1 by Moody’s; and

(ii) if rated by DBRS, A or R-1 (middle) by DBRS;

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5. units or shares in collective investment vehicles (parts ou actions d’organismes de placement collectif en valeurs mobilières) or in alternative investment funds (fonds d’investissement alternatifs) which are principally invested in the securities referred to in paragraphs 3° and 4° of article R. 214-220 of the French Monetary and Financial Code, provided that such units or shares shall be denominated in Euros and rated no lower than AA by DBRS or, as applicable, (i) Aa3 by Moody’s or (ii) P-1 by Moody’s (or such other credit rating as may be approved by the Rating Agencies from time to time), with the exception of those referred to in articles L. 214-36 to L. 214-42 of the French Monetary and Financial Code;

6. securitisation vehicles units (parts d’organismes de titrisation) (other than the Residual Units) denominated in Euros and provided that such units are denominated in Euros and rated no lower than AAA by DBRS or Aaa by Moody’s (or such other credit rating as may be approved by the Rating Agencies from time to time);

7. any other investment in accordance with article R. 214-220 of the French Monetary and Financial Code, subsequently notified to DBRS and Moody’s, provided that such investment shall not result in the placement on “negative outlook” or as the case may be on “review for possible downgrade”, or the downgrading or the withdrawal of any of the ratings of the Listed Notes,

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 appoint, with the prior approval of the Custodian, the Compartment Cash Manager to arrange for the investment of the Compartment Cash. 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 Listed Notes. Save for money market mutual fund shares (SICAV monétaires) and money market 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 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 or prior to the Closing Date and may be amended from time to time.

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TERMINATION OF THE COMPARTMENT CASH MANAGEMENT AGREEMENT

The Management Company may at any time (on giving a 30-day prior written notice to the Custodian) replace the Compartment Cash Manager it has originally chosen by any other entity provided in particular that:

(a) this substitution, once prior notice has been given to the Rating Agencies, shall not result in the placement on “creditwatch with negative outlook”, or the downgrading or the withdrawal of any of the ratings of the Notes; and

(b) such entity assumes all of the rights and obligations of the Compartment Cash Manager under the Compartment Cash Management Agreement and, in particular, waives its contractual rights of recourse against the FCT under the terms and conditions set out in the Compartment Cash Management Agreement.

RESIGNATION OF THE COMPARTMENT CASH MANAGER

The Compartment Cash Manager may resign the Compartment Cash Management Agreement only on giving a 30-day prior written notice to the Management Company and the Custodian and subject to certain conditions.

The Compartment Cash Management Agreement shall terminate automatically on the Compartment Liquidation Date.

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 French courts having competence in commercial matters.

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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 shall, or in the case of an optional liquidation, may declare the early liquidation of the Compartment in accordance with articles L. 214-186 and R.214-226 of the French 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, acting in the name and on behalf of the FCT, may declare the dissolution of the Compartment and liquidate the Compartment in one single transaction in case of occurrence of any of the following events (each a “Compartment Liquidation Event” ):

(a) the liquidation of the Compartment is in the interest of the Residual Unitholders and Noteholders; or

(b) at any time, (i) the outstanding balances (capital restant dû) of the undue (non échues) Performing Receivables held by the Compartment falls below ten (10) per cent. of the maximum aggregate of the outstanding balances (capital restant dû) of the undue (non échues) Purchased Receivables recorded since the Closing Date or (ii) the Class A Notes and the Class B Notes have been redeemed in full, and the Seller requests the liquidation of the Compartment under a clean-up offer; or

(c) 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

(d) 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.

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 clean-up 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 Contract Outstanding Balance of the Performing Series of Receivables comprised within the Assets Allocated to the Compartment.

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In addition such repurchase price (taking into account for this purpose the Compartment Cash, the Available Collections, but excluding the amount of the Commingling Reserve, the Performance Reserve and the General 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 Accelerated Priority of Payments.

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 no later than on the Settlement Date preceding the relevant Payment Date.

In the event that the Management Company decides to declare the dissolution of the Compartment and carry out the liquidation procedure and if:

(a) the Listed Notes have been redeemed in full; and

(b) the Seller sends to the Management Company a letter in which it undertakes to accept the relevant clean-up call offer made by the Management Company and to repurchase the Purchased Receivables in accordance with the above on the relevant Payment Date,

the Servicer shall be entitled to stop the transfers of Available Collections to the General Collection Account from the last calendar day (excluded) of the month immediately preceding that Payment Date, provided that (i) if the Available Collections standing to the credit of the General Collection Account as at such calendar day are inferior, on a pro rata temporis basis, to the amount of Available Collections as at the immediately preceding Calculation Date, the Servicer shall transfer to the General Collection Account, one (1) Business Day before the Compartment Liquidation Date, an amount equal to that difference and (ii) the determination of repurchase price shall take into consideration such Available Collections (as resulting from (i) above) to reduce the fair market value of the relevant Purchased Receivables.

The Seller will 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 remaining Assets Allocated to the Compartment, to any credit institution qualified to acquire these Purchased Receivables under the same terms and conditions.

The repurchase of the Purchased Receivables shall occur on the date on which the repurchase becomes effective, through the signature by the Management Company and the delivery to the Seller (or any credit institution duly authorised) of a transfer document governed by articles L. 214-169 and D. 214-227 of the French Monetary and Financial Code.

LIQUIDATION PROCEDURE OF THE COMPARTMENT

On the Compartment Liquidation Date:

(a) the Noteholders will be repaid all amounts owing to them on the immediately succeeding Payment Date subject to and in accordance with the Accelerated Priority of Payments; and

(b) upon liquidation of the Compartment and subject to the Servicer having complied in full with the Commingling Reserve Secured Obligations, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer;

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(c) upon liquidation of the Compartment and subject to the Seller having paid in full all due and payable Compensation Payment Obligations, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller; and

(d) upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller.

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 Accelerated Priority of Payments and to distribute any 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 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.

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MODIFICATIONS TO THE TRANSACTION

The Management Company and the Custodian may agree to any modification of the elements contained in the Prospectus, except in the case of a transfer of the management further to a withdrawal of the licence of the Management Company, in respect of which the decision is taken solely by the Custodian.

Any event which may impact the Notes and any modification of characteristic elements (éléments caractéristiques) contained in the Prospectus shall be made public in accordance with article 223-21 of the AMF General Regulations (Règlement Général de l’Autorité des Marchés Financiers).

Any new facts or any error or inaccuracy relating to the information contained in the Prospectus which may have a material impact on the valuation of the Listed Notes is mentioned in a complementary information note (note complémentaire) which, prior to its diffusion, is submitted to the approval of the Autorité des Marchés Financiers.

This complementary information note (note complémentaire) shall be annexed to this Prospectus and incorporated in the next Investor Report. These modifications will be binding with respect to the Noteholders within three (3) Business Days after they have been informed thereof.

Other than for amendments of a minor or mere technical nature, amendments to the Transaction Documents shall be made provided that the Rating Agencies have received prior notice of any amendment and that such amendment 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 Listed Notes or that such amendment limits such downgrading or avoids such withdrawal.

Notwithstanding the provisions set out above, the Management Company will, under all circumstances, act in the interest of the Noteholders and of the Residual Unitholders.

In addition, any amendment to the Transaction Documents shall require the prior consent of any Interest Rate Swap Counterparty if the effect of such amendment is to affect the amount, timing or priority of any payments due between the parties to the Interest Rate Swap Agreement entered into by that Interest Rate Swap Counterparty.

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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 Cour 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

This Prospectus is governed by and shall be governed by and interpreted in accordance with French law.

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GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPART MENT

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. 2003-09 dated 24 June 2003 implemented by Regulation of the French Comité de la Règlementation Comptable no. 2003-03 dated 2 October 2003.

Pursuant to article L. 214-175 II of the French 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 twelve (12) months.

The Purchased 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 Purchased 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 Data Protection Agent, the Specially Dedicated Account Bank, 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.

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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).

AMOUNT STANDING TO THE CREDIT OF THE GENERAL RESERVE ACCOUNT

The amount standing to the credit of the General Reserve Account 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.

AMOUNT STANDING TO THE CREDIT OF THE PERFORMANCE RESERVE ACCOUNT

The amount standing to the credit of the Performance Reserve Account shall be recorded to the credit of the Performance 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 interests earned on the Commingling Reserve Account, the Performance Reserve Account and the General Reserve Account which belong to Crédipar).

INCOME

The net income shall be posted to a retained earnings account.

LIQUIDATION SURPLUS

The 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 2014.

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.

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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.

The accounts of the Compartment will be subject to certification by the statutory auditor of the FCT.

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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.

MANAGEMENT COMPANY

In consideration for its obligations with respect to the Compartment, the Management Company shall receive a fee (taxes excluded) equal to € 70,000 per annum during the Revolving Period and € 65,000 per annum during the Amortisation Period and Accelerated Amortisation Period, payable in equal portions on each Payment Date.

In consideration for the transfer to the ECB data wharehouse of the “lease by lease” file, the Management Company will receive a fee (taxes excluded) equal to € 800 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 of € 4,500 (taxes excluded) 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.

All such fees and taxes shall be paid in accordance with and subject to the applicable Priority of Payments.

CUSTODIAN

In consideration for its obligations with respect to the Compartment, the Custodian shall receive, in accordance with and subject to the applicable Priority of Payments, a fee (taxes included) equal to € 30,000 per annum and payable in equal portions on each Payment Date.

SERVICER

On each Payment Date, in accordance with and subject to the applicable Priority of Payments, the Servicer will receive a monthly fee (inclusive of VAT) in respect of the administration, recovery and collection of the Purchased Receivables equal to :

(i) 1/12 of 0.75 per cent. of the sum of the Contract Outstanding Balance of all Performing Series of Receivables which are not Delinquent Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT); plus,

(ii) as the case may be, 1/12 of 1.00 per cent. of the sum of

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(a) the Contract Outstanding Balance of the Delinquent Receivables and

(b) the aggregate Unpaid Balances of all Delinquent Series of Receivables and all Defaulted Series of Receivables excluding written off Receivables serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT)

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 1.00 per cent. of the aggregate of the Contract Outstanding Balance of all Performing Series of Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT).

COMPARTMENT ACCOUNT BANK

In consideration for its obligations with respect to the Compartment, the Compartment Account Bank shall receive a fee equal to € 6,000 per annum (plus applicable VAT) payable in equal portions on each Payment Date and in accordance with and subject to the applicable Priority of Payments for a maximum of six accounts, plus € 500 (plus applicable VAT) per any additional account (other than a financial instruments account) opened in relation to the Compartment Accounts and no fee will be charged for each financial instruments account. In addition, the Compartment Account Bank shall receive an annual custody fee equal to 1.5 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. BNP 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 and subject to the applicable 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) for its duties as Paying Agent, on each Payment Date, a fee of € 350 (plus applicable VAT) with respect to each class of Listed Notes; and

(b) as holder of a registered account for each Class of Listed Notes, an upfront fee of € 1,500 on the Closing Date and an annual fee of € 1,500 (plus applicable VAT), payable in equal portions on each Payment Date,

in accordance with and subject to the applicable Priority of Payments.

DATA PROTECTION AGENT

The Data Protection Agent will receive an annual fee of € 1,000 (plus applicable VAT) in respect of the safekeeping of the Decryption Key payable annually in advance and of € 750 (plus applicable VAT) per test (if any) after the launch of the transaction, in accordance with and subject to the applicable Priority of Payments.

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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

Part of annual surveillance fees due to the Rating Agencies will be paid upfront by the Seller on the Closing Date.

Moreover, there will be annual fees of an amount of € 15,000 (plus applicable VAT) payable by the FCT to the Rating Agencies for surveillance and monitoring purposes.

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. Such annual fee shall be apportioned in equal amounts and paid accordingly on each Payment Date;

(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; and

(c) an annual fee payable to the Autorité des Marchés Financiers in an amount equal to 0.0008% of the aggregate of (i) the Principal Amount Outstanding of each Class of Notes and (ii) the nominal amount of the Residual Units as at the 31st December of each year.

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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) the inventory of the portfolios of the Purchased Receivables allocated to the Compartment;

(ii) the inventory of any other assets purchased by, and financial contracts entered into by, the FCT with respect of the Compartment; and

(iii) the amount and the distribution of Compartment Cash;

(b) the annual accounts including:

(i) the Compartment’s balance sheet;

(ii) the Compartment’s income statement; and

(iii) the appendix describing the accounting methods applied and, if appropriate, a detailed report on the debts of the Compartment and the guarantees received.

2. An Annual Activity Report including:

(a) the amount and proportion of all fees and expenses borne by the Compartment during the financial year;

(b) the amount of the Compartment Cash by reference to the Assets Allocated to the Compartment;

(c) a description of the transactions carried out by the Compartment during the course of the financial year; and

(d) 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 Listed 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.

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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 Listed 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 (www.france-titrisation.fr) 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 Purchased 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, determined on each Payment Date during the Revolving Period and the Amortisation Period.

The Management Company shall prepare and provide to the Custodian the Investor Report and the Annual Activity Report on each Calculation Date.

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.

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SUBSCRIPTION AND SALE

SUBSCRIPTION OF THE NOTES

Subject to the terms and conditions set out in the Listed Notes Subscription Agreement, the Initial Subscriber has, subject to certain conditions precedent, agreed, for the benefit of the FCT, that it shall subscribe and pay for all the Listed Notes on the Closing Date.

The proceeds of the issue of the Listed Notes remaining after giving effect to any netting mechanism agreed between the FCT, the Initial Subscriber, the Residual Units subscriber and the Seller on that date shall be remitted by the Initial Subscriber to the credit of the Principal Account on the Closing Date.

TRANSFER RESTRICTIONS

Belgium

This offering does not constitute a public offering in Belgium. The offering has not been and will not be notified to, and this document or any other offering material relating to the Notes has not been and will not be approved by, the Belgian Banking, Finance and Insurance Commission (“Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen”). Any representation to the contrary is unlawful.

Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed not to offer sell, resell, transfer or deliver, or to take any steps thereto, directly or indirectly, any Notes, and not to distribute or publish this document or any other material relating to the Notes or to the offering in a manner which would be construed as (i) a public offering under the Belgian Royal Decree of 7 July 1999 on the public character of financial transactions or (ii) an offering of Notes to the public under Directive 2003/71/EC which triggers an obligation to publish a prospectus in Belgium. Any action contrary to these restrictions will cause the recipient and the Issuer to be in violation of the Belgian securities laws.

France

Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber which is a party to such Subscription Agreement has severally but not jointly (sans solidarité) represented and agreed with the Management Company and the Custodian that it has not offered, sold or otherwise transferred and will not offer, sell or otherwise transfer, directly or indirectly, the Listed Notes to the public in the Republic of France and that any offers, sales or other transfers of the Listed Notes in the Republic of France will be made:

(a) in accordance with Articles L. 411-2 of the French Monetary and Financial Code only to:

(i) qualified investors (investisseurs qualifiés) acting for their own account, as defined in Article D. 411-1 of the French Monetary and Financial Code; and/or

(ii) a restricted circle of investors (cercle restreint d’investisseurs) acting for their own account; and/or

(iii) persons providing portfolio management financial services (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers); and/or

(b) to non-resident investors (investisseurs non-résidents).

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The Prospectus and any other offering material relating to the Listed 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 Listed Notes to the public in the Republic of France other than in compliance with Articles L. 411-1, 411-2, 412-1 and L. 621-8 to L. 621-8-3 of the Code monétaire et financier.

Ireland

Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed that:

(i) it will not underwrite or place Notes otherwise than in conformity with the provisions of the Investment Intermediaries Act, 1995 of Ireland, as amended, including, without limitation, Sections 9 and 23 (including advertising restrictions made thereunder) thereof and the codes of conduct made under Section 37 thereof or, in the case of a credit institution exercising its rights under the Banking Consolidation Directive (2000/12/EC of 20th March, 2000) in conformity with the codes of conduct or practice made under Section 117(1) of the Central Bank Act, 1989, of Ireland, as amended;

(ii) in connection with offers or sales of Notes, it has only issued or passed on, and will only issue or pass on, in Ireland, any document received by it in connection with the issue of such Notes to persons who are persons to whom the documents may otherwise lawfully be issued or passed on; and

(iii) in respect of a local offer (within the meaning of Section 38(1) of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (the “2005 Act”)) of Notes in Ireland, it has complied and will comply with Section 49 of the 2005 Act.

Italy

The offering of the Listed Notes has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB” ). Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber has represented and agreed that it will not offer, sell or deliver the Listed Notes or distribute any document relating to the Listed Notes in Italy unless such offer, sale or delivery of Notes or distribution of documents is:

(a) made by an investment firm, bank or any other authorized intermediary pursuant to the legislative decree N°385 of September 1, 1993 as amended, the Financial Services Act (legislative decree N°58 of February 24, 1998) and CONSOB Regulation N°16190 of October 29, 2007 as amended.

(b) in compliance with any and all other applicable laws and regulations, including any notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy, and, in any event, provided that any initial purchaser purchasing the Listed Notes undertakes not to further distribute or transfer the Listed Notes, except in accordance with any applicable laws and regulations, including any requirements or limitations imposed by CONSOB or the Bank of Italy.

Japan

The Listed Notes have not been and will not be registered under the Securities and Exchange Law of Japan (Law No. 25 of 1948 as amended, the "SEL" ) and disclosure under the SEL has not been and will not be made with respect to the Listed Notes. Neither the Listed Notes nor any interest therein may be offered, sold, resold or otherwise transferred, directly or indirectly, in Japan to or for the account of any resident of Japan, except pursuant to an

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exemption from the registration requirements of, and otherwise in compliance with, the SEL and all other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities. As used in this paragraph, resident of Japan means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Jersey

The Listed Notes may not be offered to, sold to or purchased by person resident for income tax purposes in Jersey (other than financial institutions in the ordinary course of business).

Luxembourg

The Listed Notes may not be sold or publicly offered in the Grand-Duchy of Luxembourg. Each of the Joint Lead Managers and the Initial Subscriber has agreed that it has not and will not make any public offering or sales Notes of any class and have not distributed and will not distribute any offering material relating to the Listed Notes of any class in or from the Grand-Duchy of Luxembourg, except for those Notes in respect of which requirements of Luxembourg law concerning public offerings of securities in the Grand-Duchy of Luxembourg have been fulfilled.

Netherlands

Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed that it will not offer or sell, transfer or deliver in or from the Netherlands, the Listed Notes, as part of their initial distribution, or at any time thereafter, directly or indirectly, other than to individuals or legal entities in the Netherlands who or which trade or invest insecurities in the conduct of a profession or trade within the meaning of section 2 of the exemption regulation to the Netherlands Securities Market Supervision Act 1995, as amended from time to time (Vrijstellingsregeling Wet toezicht effectenverkeer 1995), which includes banks, securities firms, insurance companies, pension funds, investment institutions, central governments, large international and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises which are regularly active in the financial markets in a professional manner.

United Kingdom

Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber has represented, warranted and agreed that:

(a) 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 Listed Notes in circumstances in which Section 21(1) of the FSMA does not apply to the FCT; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Listed Notes in, from or otherwise involving the United Kingdom.

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United States of America

Each of the Joint Lead Managers and the Initial Subscriber understands that the Listed 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. Under each Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber represents that it has offered and sold the Listed Notes, and agrees that it will offer and sell the Listed 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 Listed Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each of the Joint Lead Managers and the Initial Subscriber agrees that, at or prior to confirmation of sale of Listed Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Listed 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

No action has been or will be taken in any jurisdiction by any Joint Lead Manager and/or the Initial Subscriber that would, or is intended to, permit a public offering of the Listed Notes, or possession or distribution of this Prospectus or any other material, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Prospectus comes are required by each of the Joint Lead Managers and the Initial Subscriber to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell or deliver Listed Notes or have in their possession, distribute or publish this Prospectus or any other offering material relating to the Listed Notes, in all cases at their own expense.

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GENERAL INFORMATION

1. Approvals of the Autorité des Marchés Financiers: For the purpose of the listing of the Notes, on the Paris Stock Exchange (Euronext Paris) in accordance with articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the French Monetary and Financial Code and pursuant to the AMF General Regulations (Règlement Général de l’Autorité des Marchés Financiers), this Prospectus was granted a visa number FCT N°13-11 by the Autorité des Marchés Financiers on 30 October 2013.

2. Listing on Regulated Markets: Application has been made to list the Class A Notes and the Class B Notes on the Paris Stock Exchange (Euronext Paris).

3. Clearing Systems – Clearing Codes – ISIN Numbers: The Listed Notes have been accepted for clearance through Euroclear and Clearstream Banking. The Common Codes and ISINs for each class of Notes are as follows:

Common Code ISIN

Class A Notes 098238310 FR0011593441 Class B Notes 098238387 FR0011593458

4. Documents available: This Prospectus 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 Prospectus). 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 Prospectus).

5. Statutory Auditor to the FCT: Pursuant to article L. 214-185 of the French Monetary and Financial Code, the statutory auditor of the FCT and the Compartment (Mazars) have been appointed for six (6) financial years, 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. 214-175 II of the French Monetary and Financial Code, the accounts of the Compartment will remain separate from the accounts of the FCT.

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INDEX OF APPENDICES

The following Appendices contain additional information and constitute an integral and substantive part of this Prospectus. 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 DBRS

Appendix V - Rating Document issued by Moody’s

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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.

“2010 Order” means the order (arrêté) of 25 August 2010 modifying several regulatory provisions relating to prudential control of credit institutions and investment firms.

“Accelerated Amortisation Event” means any of the events defined in Section “OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS” of this Prospectus, upon the occurrence of which, the Revolving Period or the Amortisation Period (as applicable) is ending and the Accelerated Amortisation Period begins.

“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 on the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero and (ii) the Final Legal Maturity Date.

“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 – Priority of Payments during the Accelerated Amortisation Period”.

“Account Bank Required Ratings” means, in respect of any entity, (i) a DBRS Long-Term Rating at least as high as A or a Deemed Rating between 1 and 6 and (ii) the P-1 (short-term) rating assigned by Moody’s to the unsecured, unsubordinated and unguaranteed debt obligations of such relevant entity or the minimum rating level as per the most recently published Rating Agency criteria or any other rating level that does not adversely affect the then current ratings of the highest rated Listed Notes. If, at any time, any entity does not have a DBRS Long-term rating and the Deemed Rating of such entity cannot be determined, then such entity will be deemed not to have at least the Account Bank Required Ratings.

“Additional Receivables” means the Series of Receivables (not already sold to FCT whether an existing or future receivable) purchased by the FCT and allocated to the Compartment on any Purchase Date other than the First Purchase Date in accordance with the Master Purchase Agreement.

“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 Prospectus, 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 Payment Date falling in 30 November 2015 (inclusive) or (ii) earlier on the 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 an Accelerated Amortisation Event occurs and (iii) the Final Legal Maturity Date.

“Ancillary Rights” means any rights or guarantees other than cash deposit made by any Lessee to the Seller which secure the payment of the Purchased Receivables under the terms of the Auto LTL 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:

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(a) any and all present and future claims benefiting to Crédipar under any Collective Insurance Contracts relating to an Auto LTL Contract; and

(b) any other security interest other than cash deposit made by any Lessee to the Seller 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 within four (4) months after the end of each financial year and sent to the Custodian and including:

(a) the amount and proportion of all fees and expenses borne by the Compartment during each Collection Period of the financial year;

(b) the amount of the Compartment Cash by reference to the Assets Allocated to the Compartment;

(c) a description of the transactions carried out by the Compartment during the course of each Collection Period of the financial year; and

(d) 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.

“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 as defined in “COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES”.

“Auto LTL Contract” means the long term lease agreement without purchase option (contrat de location longue durée sans option d’achat) entered into between the Seller and a Lessee in respect of a Car.

“Available Collections” means in respect of any Collection Period and on any Settlement Date an amount equal to the aggregate of:

(a) all cash collections collected by the Servicer during such Collection Period under the Purchased Receivables (to the exclusion, for the avoidance of doubt, of any amount related to VAT, any insurance premium or services fees related thereto), (including (aa) all Recoveries, (bb) all amounts paid by the Seller, in connection with any non-compliant Purchased Receivables and the termination of the assignment of the corresponding Series of Purchased Receivable or in connection with the repurchase of any Series of Receivables pursuant to the Master Purchase Agreement, (cc) any amounts paid to Crédipar by the Collective Insurers under the Collective Insurance Contracts and (dd) in respect of any Performing Series of Receivables, the proceeds of the sale of the relevant Car by the Seller to a PSA Car Dealer or to any third party );

(b) any amount debited by the Management Company from the Commingling Reserve on that Settlement Date in the event of a breach by the Servicer during that Collection Period of a Commingling Reserve Secured Obligation, (it being understood that the Commingling Reserve shall not form part of Available Collections in any other circumstances); and

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(c) any amount debited by the Management Company from the Performance Reserve on that Settlement Date in the event of a failure by the Seller to pay any due and payable Compensation Payment Obligation during that Collection Period, until and unless the Management Company decides otherwise considering the interest of the Noteholders and the Unitholders (it being understood that the Performance Reserve shall not form part of Available Collections in any other circumstances),

plus or minus, as the case may be any Collections Adjustments.

“Available Distributable Amount ” means:

(a) on each Payment Date during the Revolving Period and the Amortisation Period, the aggregate of (i) the Available Principal Amount, (ii) the Available Interest Amount and the balance standing to the credit of the General Reserve Account (for the avoidance of doubt, not taking into account such Available Principal Amount and the Available Interest Amount); and

(b) on each Payment Date during the Accelerated Amortisation Period, 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,

“Available Interest Amount” means, on any Payment Date, the sum of:

(a) the Available Interest Collections and in respect of the Collection Period immediately preceding such Payment Date;

(b) the income generated by the Authorised Investments (but excluding any interest or investment income earned in respect of the General Reserve Account, the Performance Reserve Account or the Commingling Reserve Account) since the Settlement Date immediately preceding such Payment Date;

(c) all payments received from the Interest Rate Swap Counterparties) in respect of such Payment Date;

(d) as the case may be, the excess, if any, of (i) any replacement swap premium (soulte) paid by any eligible replacement interest rate swap counterparty upon entering into an Interest Rate Swap Agreement with the FCT over (ii) the termination amounts due by the FCT to an Interest Rate Swap Counterparty in the event of an early termination of the corresponding Interest Rate Swap Agreement; and

(e) the General Reserve after application of the relevant Priority of Payments on the previous Payment Date.

“Available Interest Collections” means, on any Settlement Date and in respect of the Collection Period immediately preceding such Settlement Date, an amount equal to the difference between Available Collections and Available Principal Collections.

“Available Principal Amount” means, on any Payment Date and in respect of the Collection Period immediately preceding such Payment Date, an amount equal to the sum of:

(a) the Available Principal Collections in respect of that Collection Period including, for the avoidance of doubt, the relevant Car Sale proceeds and/or the sale price paid by the Seller to the Compartment pursuant to paragraph “mandatory repurchase and payment undertaking of section “Description of the Master Purchase Agreement”; and

(b) the remaining balance standing to the credit of the Principal Account on the preceding Payment Date (but after the application of the relevant Priority of Payments).

“Available Principal Collections” means, on any Settlement Date and in respect of the Collection Period immediately preceding such Settlement Date, the sum of:

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(a) for each Performing Auto LTL Contracts, the amount of the Principal Component collected under that Performing Auto LTL Contracts during that Collection Period;

(b) any amount paid during such Collection Period in respect of the indemnification or the rescission (résolution) of the assignment of any Purchased Receivables by the Seller registered as principal in the Seller’s IT accounting system in accordance with generally accepted French and IFRS accounting principles;

(c) any amount paid by any insurance company under the Insurance Contracts (which do not already form part of the Scheduled Principal Payments) during such Collection Period registered as principal in the Seller’s IT accounting system in accordance with generally accepted French and IFRS accounting principles;

(d) any amount debited by the Management Company from the Commingling Reserve on that Settlement Date in the event of a breach by the Servicer of its financial obligations (obligations financières) during that Collection Period under the Master Servicing Agreement registered as principal in the Seller’s IT accounting system in accordance with generally accepted French and IFRS accounting principles; and

(e) any amount debited by the Management Company from the Performance Reserve on that Settlement Date in the event of a failure by the Seller to pay any due and payable Compensation Payment Obligation during that Collection Period, until and unless the Management Company decides otherwise considering the interest of the Noteholders and the Unitholders;

“Available Purchase Amount” means, during the Revolving Period, on each Subsequent Purchase Date of any month during which a Payment Date occurs, an amount equal to the lesser of the following:

(a) the Maximum Receivables Purchase Amount as calculated on such Payment Date; and

(b) the current credit balance of the Principal Account following the payments in accordance with the Interest Priority of Payments and paragraph (a) of the Principal Priority of Payments.

“Average Delinquency Ratio” means, on any Determination Date, the arithmetic mean of the last three (3) available Delinquency Ratios (including the Delinquency Ratio calculated on that Determination Date). If less than three (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 (including the FBF Master Agreement of July 2007, the schedules, the confirmation, the Eligible Credit Support Document and any other related document) 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.

“Banque PSA Finance” means a French société anonyme with a share capital of €177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement) (now the Autorité de Contrôle Prudentiel et de Résolution), in its capacity as Custodian, Compartment Cash Manager and Class C Notes Subscriber.

“Business Day” means a day which is a Target Business Day other than a Saturday, a Sunday or a public holiday in Paris (France) (which includes Pentecost Monday).

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“Calculation Date” means, at the latest, the 5th Business Day preceding each Payment Date on which the Management Company shall provide the Custodian with the Investor Report for validation, it being specified that the first Calculation Date will fall in December 2013.

“Car” means any vehicle which is earth-borne, four-wheeled, with at least two powered wheels, weighing 3,500 kilograms or less, used by a Lessee for professional purposes, and the identification number (numéro de série – code VIN) of which is set out in one of the Data Files remitted by the Seller to the Management Company on any Purchase Date.

“Car Buy Back Contract” means any agreement entered into between the Seller and a PSA Car Dealer, pursuant to which the PSA Car Dealer buys a Car, whether following (a) the return of the relevant Car(s) to Crédipar at the end of an Auto LTL Contract or (b) repossession of the relevant Car(s) following a default by the relevant Lessee under an Auto LTL Contract or (c) any other circumstances (without prejudice to the undertakings of Crédipar under the Transaction Documents).

“Car Manufacturer” means any of Automobiles Peugeot or Automobiles Citroën as manufacturer of the Cars.

“Car Sale Contract” means any car sale contract or agreement (whether or not in writing) entered into between Crédipar and a third party whatsoever and providing for the sale or transfer of one or several Cars by Crédipar to that third party, whether following (a) the return of the relevant Car(s) to Crédipar at the end of an Auto LTL Contract or (b) repossession of the relevant Car(s) following a default by the relevant Lessee under an Auto LTL Contract or (c) any other circumstances (without prejudice to the undertakings of Crédipar under the Transaction Documents).

“Car Sale Proceed” means, in respect of a Car Sale Receivable, the proceeds received by the Seller from the purchaser of the relevant Car.

“Car Sale Receivables” means any amounts (excluding VAT) payable by any third party to Crédipar following the sale or transfer of one or several Cars by Crédipar to that third party in accordance with a Car Sale Contract.

“Cars Pledge ” means the first ranking pledge without dispossession (gage sans dépossession) created under the Cars Pledge Agreement;

“Cars Pledge Agreement ” means the pledge agreement entered between the Pledgor, the Management Company, the Custodian on or before the Closing Date;

“Class A Cover Ratio” means with respect to each Payment Date during the Amortisation Period, one minus the ratio of:

(i) the Principal Amount Outstanding of the Class A Notes; to

(ii) the Contract Outstanding Balance of all Performing Series of Receivables,

each calculated as at the immediately preceding Payment Date (or the Closing Date if the Amortisation Period start on the first Payment Date) after application of the applicable Priority of Payments.

“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 Rate of Interest 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.

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“Class A Note” means each of the 5,220 Class A Notes issued by the FCT in connection with the Compartment corresponding to an initial nominal amount equal to € 100,000, bearing interest at the annual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin.

“Class A Noteholders” means the holders from time to time of the Class A Notes.

“Class A Noteholders 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, in respect of any Payment Date, 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 Principal Payment” means, during the Amortisation Period, the principal amount payable to the Class A Noteholders on each Payment Date as calculated by the Management Company as set out in Section “TERMS AND CONDITIONS OF THE NOTES – Redemption”).

“Class A Prorata” means with respect to each Payment Date during the Amortisation Period, the ratio of (i) the Principal Amount Outstanding of the Class A Notes to (ii) the sum of the Principal Amount Outstanding of the Class A Notes and the Class B Notes, as at the Calculation Date preceding such Payment Date.

“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 Rate of Interest 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 515 Class B Notes issued by the FCT in connection with the Compartment corresponding with an initial nominal amount equal to € 100,000, bearing interest at the annual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin.

“Class B Noteholders” means the holders from time to time of the Class B Notes.

“Class B Noteholders Representative” has the meaning ascribed to it in Section “TERMS AND CONDITIONS OF THE NOTES – Representation of the Noteholders”.

“Class B Notes Interest Shortfall” means, in respect of any Payment Date, 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 Principal Payment” means, during the Amortisation Period, the principal amount payable to the Class B Noteholders on each Payment Date as calculated by the Management Company as set out in Section “TERMS AND CONDITIONS OF THE NOTES – Redemption”).

“Class B Prorata” means with respect to each Payment Date during the Amortisation Period, the ratio of (i) the Principal Amount Outstanding of the Class B Notes to (ii) the sum of the Principal Amount Outstanding of the Class A Notes and the Class B Notes, as at the Calculation Date preceding such Payment Date.

“Class C Interest Amount” means the interest amounts due in respect of each Class C Note on each Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal Amounts Outstanding of such Class C Note as determined by the

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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 C Note” means each of the 1,615 Class C Notes issued by the FCT in connection with the Compartment corresponding to an initial nominal amount equal to € 100,000, bearing interest at the annual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin.

“Class C Noteholders” means the holders from time to time of the Class C Notes.

“Class C Noteholders Representative” has the meaning ascribed to it in Section “TERMS AND CONDITIONS OF THE NOTES – Representation of the Noteholders”.

“Class C Notes Interest Shortfall” means, in respect of any Payment Date, the positive difference, if any, existing between the Class C Interest Amounts due on a Payment Date and the Class C Interest Amounts effectively paid to the Class C Noteholders on such Payment Date.

“Class C Notes and Residual Units Subscription Agre ement” means the subscription agreement entered into on or before the Closing Date between the Management Company, Banque PSA Finance in its capacity of Custodian and Class C Subscriber, Crédipar in its capacity of Seller and subscriber of the Residual Units.

“Class C Principal Payment” means, during the Amortisation Period, the principal amount payable to the Class A Noteholders on each Payment Date as calculated by the Management Company as set out in Section “TERMS AND CONDITIONS OF THE NOTES – Redemption”).

“Class C Notes Subscriber” means Banque PSA Finance.

“Clearing Systems” means each of Euroclear France and Clearstream Banking, with which the Management Company will register the Listed Notes on the Closing Date.

“Clearstream Banking” means Clearstream Banking Luxembourg S.A..

“Closing Date” means the date on which the Notes and the Residual Units will be issued, which should be on or about 31 October 2013.

“Collateral Accounts” means, in respect of each Interest Rate Swap Counterparty, the cash account in the name of the Compartment (the “Collateral Cash Account ”) to be opened in the books of the Compartment Account Bank in which such cash provided by the Interest Rate Swap Counterparty, if applicable, will be held and the custody account in the name of the Compartment in which securities provided by the Interest Rate Swap Counterparty, if applicable, will be held (the “Collateral Custody Account ”) to be opened in the books of the Compartment Account Bank).

“Collections Adjustments” 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) overpayments by a Lessee;

(b) reallocations of funds received from a Lessee in relation to several contracts; or

(c) regularisations following an error in the allocation of funds received, due to a similarity of names.

“Collection Date” means any day on which moneys are collected in respect of the Purchased Receivables. The first Collection Date shall fall on 17 October 2013.

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“Collection Period” means, in respect of a Calculation Date, the period starting on the penultimate Determination Date (excluded) and ending on the immediately preceding Determination Date (included), provided that the first Collection Period is the period starting on the Initial Selection Date (excluded) and ending on the Determination Date falling in November 2013 (included).

“Collective Insurer” means any of the insurer mentioned in the Collective Insurer List.

“Collective Insurers List” means the list of insurers provided by the Seller to the Management Company on the First Purchase Date, as the same may be amended following the updates provided by the Seller to the Management Company on each Subsequent Purchase Date.

“Collective Insurance Contract” means any insurance contract entered into by a Lessee with a Collective Insurer in connection with an Auto LTL Contract, to cover, in case of destruction or theft of a Car the Excess Value.

“Commercial Renegotiation” means a renegotiation, other than a Contentious Renegotiation, carried out by the Servicer in respect of a Purchased Receivables, 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 on the Closing Date, and adjusted thereafter, as applicable, as security for the full and timely payment of all the financial obligations of the Servicer towards the FCT under the Master Servicing Agreement.

“Commingling Reserve Augmented Required Amount” means:

(a) (i) on the date falling on the 30th Business Day following the day on which the ratings of the Specially Dedicated Account Bank (or any new specially dedicated account bank, as the case may be) have ceased to be at least equal to the Account Bank Required Ratings and (ii) on any date afterwards, if on any such date (1) the ratings of the Specially Dedicated Account Bank (or any new specially dedicated account bank, as the case may be) remain below the Account Bank Required Ratings and (2) the Specially Dedicated Account Bank (or any new specially dedicated account bank, as the case may be) has not been replaced by a new specially dedicated account bank with the Account Bank Required Ratings in accordance with the Specially Dedicated Account Bank Agreement as at the preceding Settlement Date, an amount as calculated by the Management Company equal to: A plus B

where,

A means the greatest of the sums of Rental Instalments in respect of which the Seller will operate a direct debit on one single day during the next Collection Period; and

B means 90% of the result of (i) the sum of the Car Sale Receivables due and payable during the next Collection Period divided by the number of Business Days of the next Collection Period multiplied by (ii) three (3); and

(b) on any other date, zero.

“Commingling Reserve Required Amount” means:

(a) on the Closing Date, an amount equal to € 1,928,295.25; and

(b) in relation to any Settlement Date, an amount as calculated by the Management Company equal to 10% of the Car Sale Receivables due and payable during the next

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Collection Period plus any Commingling Reserve Augmented Required Amount applicable on that date, as the case may be;

(c) in relation to any other date, an amount equal to the sum of the amount applicable as of the immediately preceding Settlement Date plus any Commingling Reserve Augmented Required Amount applicable on that date, as the case may be.

“Commingling Reserve Account” means a bank account opened in the name of the FCT with the Compartment Account Bank and allocated to the Compartment by the Management Company, the details of which are provided in the Compartment Account Bank Agreement, or any other bank account which could be substituted to it.

“Commingling Reserve Secured Obligation” means any and all present and future financial obligations (obligations financières) of Crédipar, as Servicer, consisting in payment obligations towards the FCT arising from the Master Servicing Agreement as limitatively described in Section “DESCRIPTION OF THE MASTER SERVICING AGREEMENT - Collection of the Purchased Receivables”.

“Compartment” means COMPARTIMENT 2013-A, a compartment of the FCT jointly established by the Management Company and the Custodian. The Compartment is governed by articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235 of the French Monetary and Financial Code, the General Regulations and the Compartment Regulations.

“Compartment Account Bank Agreement” means the agreement entered on or before 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 Account Bank” means BNP Paribas Securities Services, a French société en commandite par actions, whose registered office is located at 3, rue d’Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the Autorité de Contrôle Prudentiel et de Résolution, acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France), in its capacity as compartment account bank under the Compartment Account Bank Agreement, or any permitted assignee pursuant to the Transaction Documents.

“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, the Performance 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 Account Bank Agreement. As of the Closing Date, the Management Company shall allocate the above accounts exclusively to the Compartment.

“Compartment Cash” means the monies paid into the Compartment Accounts (other than the Collateral Accounts) and comprising the amounts standing from time to time to the credit of the Compartment Accounts (other than the Collateral 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 before 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, with the prior approval of the Custodian, the Compartment Cash Manager in connection with the management and investment of the Compartment Cash.

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“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, 75016 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement), in its capacity as compartment cash manager under the Compartment Cash Management Agreement, or any permitted assignee pursuant to the Transaction Documents.

“Compartment Establishment Date” means the Closing Date.

“Compartment Expenses” means the Servicing Fee, all expenses and fees due to the Management Company (including the fees due to the statutory auditor of the FCT which will be paid directly by the Management Company to such statutory auditor), the Custodian, the Compartment Account Bank, the Paying Agent, the Data Protection Agent 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 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.

“Compartment Liquidation Date” means the date on which the Compartment is liquidated, which will be the Final Legal Maturity Date, save if the FCT is liquidated earlier following the occurrence of an Compartment Liquidation Event, in which case the Compartment Liquidation Date shall be the date on which all of the then outstanding Purchased Receivables will have been sold by the FCT.

“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 –Liquidation” of this Prospectus.

“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.

“Consumer Credit Legislation” means the statutory consumer protection provisions in the French Code de la Consommation.

“Contentious Renegotiation” means a renegotiation of a Purchase Receivable carried out by the Servicer if the Purchased Receivable has become a Defaulted Receivable or if a complaint is made to the court/tribunal pursuant to Title III of Book III of the Consumers Code, or article 1244-1 of the Civil Code, or under any other similar procedure as defined by any regulations in force.

“Contracts Eligibility Criteria” means the criteria and specifications with which each Auto LTL Contract relating to a Series of Receivables must comply in order for such Series of Receivables to be purchased at each Purchase Date by the FCT (without prejudice to the Receivables Eligibility Criteria) (see Section “DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEIVABLES”).

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“Contract Outstanding Balance” means in respect of a given Car and the relevant Series of Receivables, the value of all Receivables included in that Series of Receivables, as recorded in the Seller’s IT accounting system in accordance with generally accepted French and IFRS accounting principles, and which shall be at any time equal to the sum of: (a) the present value of all Rental Instalments (excluding VAT) to become due by the

Lessee until the contractual term of such Auto LTL Contract, corresponding to the sum of such future Rental Instalments each discounted at the Implicit Interest Rate of the relevant Auto LTL Contract; and

(b) the present value of the Car Sale Receivables (excluding VAT) payable by the relevant PSA Car Dealer under the relevant Car Buy Back Contract, discounted at the Implicit Interest Rate of the relevant Auto LTL Contract,

provided that the Rental Instalments under the relevant Auto LTL Contract shall reduce the Contract Outstanding Balance as and when they become due and payable by the relevant Lessee, regardless as to whether they are paid or not on the relevant Due Date.

For the avoidance of doubt, on the Calculation Date falling in the month immediately following the month in the course of which an Auto LTL Contract has terminated (be it on its scheduled contractual termination date or on an early termination date), the Management Company shall consider the Contract Outstanding Balance of the Series of Receivables linked to such terminated Auto LTL Contract, to be equal to zero.

“Contractual Documents” means the Auto LTL Contracts and any other related documents entered into by the Seller in connection with the Series of Receivables.

“CPR” or “Constant Prepayment Rate” means, in respect of any Collection Period, the compound rate (expressed on an annual basis) calculated on each Determination Date by the Management Company as a function of the monthly rate determined by the ratio of:

(a) the Contract Outstanding Balance of the Performing Series of Receivables which have been treated as prepaid following:

(i) the early restitution of the relevant Cars by the relevant Lessees; and

(ii) the purchase by any PSA Car Dealer of such Car for a price corresponding to the Contract Outstanding Balance of the relevant Auto LTL Contract as of the date of termination,

recorded during such Collection Period; and

(b) the aggregate of the Contract Outstanding Balance of the Performing Series of Receivables on the Determination Date of the immediately preceding Collection Period less the Scheduled Principal Payment in respect of such Performing Series of Receivables and of such Collection Period;

the CPR is equal to the difference between:

(i) 1; and

(ii) the difference elevated to the power of 12, between 1 and the monthly rate mentioned above.

“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, 75016 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment

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Companies Committee (Comité des Etablissements de Crédit et des Entreprises d’Investissement), in its capacity as founder of the Compartment and custodian of the Assets Allocated to the Compartment and, more generally, as founder of the FCT and custodian of the assets of the FCT, under the Compartment Regulations and General Regulations.

“Data File ” means the electronically readable data file attached to the Transfer Document executed by the Seller on the First Purchase Date and any Subsequent, including the Encrypted Data File.

“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, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, 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 et de Résolution), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France), in its capacity as data protection agent appointed by the Management Company, with the prior approval of the Custodian, under the provisions of the Data Protection Agreement, or any permitted assignee pursuant to the Transaction Documents.

"DBRS" means DBRS Rating Limited, whose head office is located at 1 Minster Court, 10th Floor Mincing Lane, London, EC3R 7AA, United Kingdom.

“DBRS First Rating Event ” means, that (i) the highest rating assigned by DBRS to the Listed Notes is equal to or above AA (low) (sf) and (ii) any Relevant Entity does not have the DBRS First Trigger Required Ratings.

“DBRS First Trigger Required Ratings “ means, in respect of any entity, a DBRS Long-term Rating at least as high as A or a Deemed Rating between 1 and 6, or any other rating level that does not adversely affect the then current ratings by DBRS of the highest rated Listed Notes.

“DBRS Long-term Rating “ means a public rating assigned by DBRS under its long-term rating scale in respect of an entity’s long-term, unsecured and unsubordinated debt obligations.

“DBRS Second Rating Event “ means that any Relevant Entity does not have at least the DBRS Second Trigger Required Ratings.

“DBRS Second Trigger Required Ratings “ means, in respect of any entity, a DBRS Long-term Rating at least as high as "BBB" or a Deemed Rating between "1" and "9", or any other rating level that does not adversely affect the then current ratings by DBRS of the highest rated Listed Notes. If, at any time, any entity does not have a DBRS Long-term rating and the Deemed Rating of such entity cannot be determined, then such entity will be deemed not to have at least the DBRS Second Trigger Required Ratings.

“Declared Auctioneer” means any of the auctioneers referred to in the Declared Auctioneers List.

“Declared Auctioneer List” means the list of auctioneers which the Seller usually appoints for the purpose of selling the Cars retrieved from Lessees (at the maturity of the relevant Auto LTL Contract, or if the Auto LTL Contract is terminated following the default of the Lessee), provided by the Seller to the FCT on the Closing Date and mentioning the name, address, telephone and facsimile number and e-mail address of each auctioneer.

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“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.

“Deemed Rating” means in respect of any entity a rating determined as provided below:

(a) if public long term ratings by Moody's, S&P and Fitch (each, a Public Long Term Rating ) are all available in respect of such entity at such date, the Deemed Rating of such entity will be the Equivalent remaining after disregarding the highest and lowest Equivalents of such Public Long Term Ratings, provided that, if at least two Public Long Term Ratings of such Person have the same Equivalent, the Deemed Rating of such entity will be such Equivalent;

(b) if only two Public Long Term Ratings are available in respect of such entity at such date, the Deemed Rating of such entity will be the lowest of the Equivalents of such Public Long Term Ratings; and

(c) if only one Public Long Term Rating is available in respect of such entity at such date, the Deemed Rating of such entity will be the Equivalent of such Public Long Term Rating.

“Defaulted Series of Receivables” means any Series of Purchased Receivables in respect of which a Defaulted Receivable has arisen and/or in respect of which (i) as of the termination date of the relevant Auto LTL Contract, the relevant PSA Car Dealer is in default under its undertaking pursuant to the Car Buy Back Contract or insolvent or subject to insolvency proceedings initiated with a court, including any of the proceedings set out in book VI of the French Commercial Code and (ii) Crédipar did not exercise the Repurchase Option.

“Defaulted Receivable” means a Purchased Receivable in respect of which:

(a) any amount due remains unpaid past its due date for 150 calendar days or more; and/or

(b) the Servicer, acting in accordance with the Servicing Procedures, has accelerated the underlying Auto LTL Contract following the non-payment by the relevant Lessee of any amount due and payable under the relevant Auto LTL Contract.

“Delay Indemnity” means, on any Calculation Date, and in respect of any Car, 50% of the amount equal to:

(i) the Contract Outstanding Balance as of the termination date of the relevant Auto LTL Contract or, in respect of Defaulted Series of Receivables, as of the date on which the relevant Series of Receivables became a Defaulted Series of Receivables; plus

(ii) in respect of any Delinquent Series of Receivables or any Defaulted Series of Receivables only, the sum of all Rental Instalments unpaid by the Lessee under the relevant Auto LTL Contract (if any); less

(iii) the sum of (A) in respect of any Defaulted Series of Receivables only, the Recoveries collected and paid to the FCT up and until the immediately preceding Determination Date (included) in respect of the relevant Series of Receivables, as recorded by the Servicer, or the Management Company as the case may be, (B) in respect of any Delinquent Series of Receivables only, the Available Collections collected and paid to the FCT up and until the immediately preceding Determination Date (included) in respect of the relevant Series of Receivables.

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“Delinquency Ratio” means, on any Determination Date, the ratio between (a) the aggregate Contract Outstanding Balance of all Delinquent Series of Receivables and (b) the aggregate Contract Outstanding Balance of all Performing Series of Receivables on the Determination Date of the immediately preceding Collection Period.

“Delinquent Series of Receivables” means any Series of Purchased Receivables in respect of which a Delinquent Receivable has arisen.

“Delinquent Receivable” means any Performing Receivable in respect of which an amount is overdue for strictly less than 150 calendar days and/or the relevant Auto LTL Contract has not been accelarated (déchue de son terme) by the Servicer.

“Determination Date” means last day of each calendar month.

“Eligibility Criteria” means the criteria and specifications with which each Series of Receivables must comply in order to be purchased at each Purchase Date by the FCT (see Section “DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEIVABLES”).

“Eligible Credit Support Document” means the credit support document in the form of an FBF Collateral Annex (Annexe Remises en Garantie) entered into between the Compartment and each Interest Rate Swap Counterparty on or about the date of each Interest Rate Swap Agreement.

“Encrypted Data File” means any electronically readable data file 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 Lessee for each Receivable identified in the latest Receivables Purchase Offer (only to the extent the Revolving Period is continuing) and (ii) each Lessee 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 11.00 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) 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;

(b) 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 quotation, one (1) additional bank) to provide such a

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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.

“Equivalent” means, in respect any long term rating provided by any of Fitch, Moody’s or S&P, the number which appears opposite to such long term rating in the table set out below:

S&P - LT Moody's- LT Fitch- LT Equivalent

AAA Aaa AAA 1

AA+ Aa1 AA+ 2

AA Aa2 AA 3

AA- Aa3 AA- 4

A+ A1 A+ 5

A A2 A 6

A- A3 A- 7

BBB+ Baa1 BBB+ 8

BBB Baa2 BBB 9

BBB- Baa3 BBB- 10

BB+ Ba1 BB+ 11

BB Ba2 BB 12

BB- Ba3 BB- 13

B+ B1 B+ 14

B B2 B 15

B- B3 B- 16

CCC+ Caa1 CCC+ 17

CCC Caa2 CCC 18

CCC- Caa3 CCC- 19

“EURIBOR” means:

(a) European Interbank Offered Rate, the Euro-zone interbank rate applicable in the Euro-zone (i) 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, (ii) published by the European Central

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Bank in respect of the applicable rate for each Interest Period. The EURIBOR rate is published by Reuters Screen EURIBOR01 Page (or such other page as may replace Reuters Screen EURIBOR01 Page 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 Payment Date; or

(b) if, on any 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 11.00 a.m. (Paris time) in each case on the relevant Determination Date. The relevant EURIBOR Reference Rate shall be determined on the basis of the offered quotations of those Reference Banks. If, on any such Determination Date, two or three only of the Reference Banks provide such offered quotations to the Management Company, the relevant EURIBOR Reference Rate for the relevant Interest Period shall be determined, as aforesaid, as the arithmetic mean of the offered quotations of those Reference Banks providing such quotations. If, on any such 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 relevant EURIBOR reference rate for the relevant Interest Period in question shall be determined, as aforesaid, as the arithmetic mean 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 relevant EURIBOR Reference Rate for the relevant Interest Period shall be the relevant 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 EURIBOR rate for 1-month deposits in Euro (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of EURIBOR rate for 1-month deposits in Euro and EURIBOR rate for 2-month deposits in Euro) in respect of each Interest Period during the Revolving Period and 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. 111-1 of the French Monetary and Financial Code, the Euro is the lawful currency of the Republic of France.

“Euroclear” means Euroclear France.

“Euro-Zone” means the region comprised of the Member States of the European Union that adopt 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).

“Excess Spread” means the excess cash flow resulting on any Payment Date from the positive difference (if any) between:

(A) the Available Interest Amount, excluding the General Reserve; and

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(B) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Net Swap Amount due, as the case may be, by the Compartment to the Interest Rate Swap Counterparties and (iii) the Class A Interest Amount and the Class B Notes Interest Amount.

“Excess Value” means, following the theft or destruction of a Car, the difference between the amount of the Replacement Value owed by the Lessee with respect to the relevant Car and the amount paid to the Lessee by its insurer under the relevant Individual Insurance Contract.

“FCT” means the fonds commun de titrisation à compartiments Auto ABS2 FCT to be established jointly by France Titrisation, in its capacity as Management Company, and Banque PSA Finance, in its capacity as Custodian. Pursuant to article 16 of the Ordinance, the FCT will remain to be governed by articles L. 214-167 to L. 214-175, L.214-180 to L. 214-186, L. 231-7 and R.214-217 to R. 214-235of the French Monetary and Financial Code and by its General Regulations and the Compartment Regulations.

“FCT Establishment Date” means the Closing Date.

“Final Legal Maturity Date” means, in respect of the Notes, the Payment Date falling in 29 October 2022.

“First Purchase Date” means the Closing Date.

“Fixed Amount” means any fixed amount calculated by reference to the fixed rate of 0.6% and the Swap Notional Amount payable by the FCT to each Interest Rate Swap Counterparty under each Interest Rate Swap Agreement.

“Floating Amount” means the floating amount, based on the relevant EURIBOR Reference Rate, payable by the Interest Rate Swap Counterparties to the FCT under each Interest Rate Swap Agreement.

“French Civil Code” means the French Code civil.

“French Commercial Code” means the French Code de commerce.

“French Monetary and Financial Code” means the French Code monétaire et financier.

“French Tax Code” means the French Code général des impôts.

“General Collection Account” means a bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company, the details of which are provided in the Compartment Account Bank Agreement, or any other bank account which could be substituted to it.

“General Regulations” means the FCT general regulations (règlement général) 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 and other compartments of the FCT.

“General Reserve Account” means a bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company, the details of which are provided in the Compartment Account Bank Agreement, or any other bank account which could be substituted to it.

“General Reserve Cash Deposit ” means the cash deposit for an initial amount equal to one point twenty five (1.25) per cent. of the aggregate of the Initial Principal Amounts of the Class A Notes, the Class B Notes and the Class C Notes and made by the Seller under the terms of

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the Reserve Cash Deposits Agreement on the Closing Date. The General Reserve Cash Deposit will be credited to the General Reserve Account.

“General Reserve Final Utilisation Date ” means the earlier of (i) the Payment Date on which the Contract Outstanding Balance of all Purchased Receivables is reduced to zero, (ii) the first Payment Date of the Accelerated Amortisation Period and (iii) the Payment Date falling on the Final Legal Maturity Date.

“General Reserve ” means the amounts standing to the credit of the General Reserve Account from time to time.

”General Reserve Required Amount ” means on any Payment Date, one point twenty five (1.25) per cent. of the sum of the Principal Amount Outstanding of the Class A Notes, the Class B Notes and the Class C Notes at the close of the previous Payment Date, it being understood that on any Payment Date which falls on or after the General Reserve Final Utilisation Date, the General Reserve Required Amount shall be equal to zero.

“Global Portfolio Limits” means the concentration limits set out in the Section “DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEIVABLES”).

“Implicit Interest Rate” means, in respect of any Auto LTL Contracts, and the related Car Buy Back Contract, the annualized effective compounded return rate that makes the net present value of all cash flows (both positive and negative and including the initial purchase of the relevant Car by the Seller) equal to zero, such as indicated by the Seller in the Data File as “Taux Actuariel”.

“Individual Insurance Contract” means any insurance contract entered into by a Lessee in relation to the destruction of, damage to or theft of the relevant Car and the personal liability of the Lessee relating to the use of that Car (responsabilité civile illimitée).

“Individual Insurer” means any insurer which has entered into an Individual Insurance Contract with a Lessee.

“Information Date” means, at the latest, the 5th Business Day following each Determination Date, on which the Servicer shall provide the Management Company with the Monthly Servicer Report with respect to the preceding Collection Period.

“Initial Contract Outstanding Balance ” means with respect to an Auto LTL Contract, its Contract Outstanding Balance as at the date of its signature by the Seller and the relevant Lessee (excluding VAT).

“Initial Determination Date” means the Determination Date preceding immediately the Closing Date.

“Initial Principal Amount” means:

(a) in respect of any Note considered individually, its nominal value, i.e. € 100,000;

(b) in respect of all Class A Notes considered together, the principal amount of such Class A Notes on the Closing Date, i.e. € 522,000,000;

(c) in respect of all Class B Notes considered together, the principal amount of such Class B Notes on the Closing Date, i.e.€ 51,500,000; and

(d) in respect of all Class C Notes considered together, the principal amount of such Class C Notes on the Closing Date, i.e. € 161,500,000.

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“Initial Receivables" means the Series of 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 17 October 2013.

“Initial Subscriber” means Banque PSA Finance.

“Insurance Contract” means a Collective Insurance Contract or an Individual Insurance contract, as the context shall require.

“Insured Event” means with reference to a Lessee that has entered into a Collective Insurance Contract, the destruction or the theft of the relevant Car.

“Interest Account” means a bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company , the details of which are provided in the Compartment Account Bank Agreement, or any other bank account which could be substituted to it.

“Interest Component” means, in respect of a given Auto LTL Contract, an interest component computed at the Implicit Interest Rate of such Auto LTL Contract;

“Interest Period” means in respect of a Payment Date, the period between the previous Payment Date (inclusive thereof) and the said Payment Date (exclusive thereof), with the exception of the first Interest Period which starts on the Closing Date (inclusive thereof) and ends on the first Payment Date (exclusive thereof), and the last Interest Period which ends 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.

“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 Swap Agreement” means each interest rate swap agreement (including the FBF Master Agreement of July 2007, the schedules, the confirmation, the Eligible Credit Support Document and any other related document) dated on or before 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 the Floating Amounts to the FCT for the account of the Compartment and the FCT shall pay the Fixed Amounts to such Interest Rate Swap Counterparty, in each case with respect to the Listed Notes, or any interest rate swap agreement entered into after the Closing Date between the FCT and any permitted assignee of any Interest Rate Swap Counterparty pursuant to the Transaction Documents.

“Interest Rate Determination Date” means the second (2nd) Business Day preceding as the case may be the Closing Date or any Payment Date.

“Interest Rate Swap Counterparty” means any of BNP Paribas S.A. or Natixis, London Branch in its capacity as credit institution having signed on or before the Closing Date an Interest Rate Swap Agreement with the Management Company and the Custodian, or any permitted assignee pursuant to the Transaction Documents. “Interim Payment Date” : if the Management Company, on the third (3rd) 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 an “Interim Payment Date ”. An Interim Payment Date shall only occur once per year.

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“Investment Period” means any period commencing on (and including) a Settlement Date and ending on (but excluding) the immediately following 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.

“Joint Arrangers” means BNP Paribas, London Branch and Natixis, respectively, in their capacity as arrangers.

“Joint Lead Managers” means BNP Paribas, London Branch and Natixis, respectively, in their capacity as lead managers for the placement of the Listed Notes pursuant to the Class A Notes Subscription Agreement and the Class B Notes Subscription Agreement.

“Late Return Indemnity Receivables ” means the receivable by the Lessee in case of delays in returning the relevant Car following termination of the related Auto LTL Contract.

“Lessee” means any lessee who has entered into an Auto LTL Contract with the Seller to fund the lease of a Car.

“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.

“Listed Notes” means the Class A Notes and the Class B Notes.

“Listed Notes Subscription Agreement” means the subscription agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Seller, the Class C Notes Subscriber and the Initial Subscriber.

“Maintenance Services Contract” means any maintenance contract entered into by a Lessee with a service provider in connection with an Auto LTL Contract, relating to maintenance operations of the relevant Car.

“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, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed by the Autorité des Marchés Financiers as management company of French fonds communs de créances, acting in the name and on behalf of the FCT in respect of the Compartment (unless the context requires otherwise).

“Master Definitions Agreement” means the agreement entered into on or before the Closing Date by the Management Company, the Custodian, the Seller, the Servicer, the Compartment Cash Manager, the Compartment Account Bank, the Interest Swap Counterparties and the Principal 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 before 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 before the Closing Date between inter alia the Management Company, the Custodian and the Servicer, pursuant to which the Management Company has appointed, with the prior approval of the Custodian, 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.

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“Maximum Receivables Purchase Amount” means, during the Revolving Period, and on each Calculation Date, the sum equal to the greater of zero and the amount equal to (a) minus (b) where:

(a) is the aggregate of the Principal Amount Outstanding of the Class A Notes, the Principal Amount Outstanding of the Class B Notes and the Principal Amount Outstanding of the Class C Notes as at the immediately preceding Payment Date (after applying the Principal Priority of Payments); and

(b) is the Contract Outstanding Balance of all Performing Series of Receivables as of the immediately preceding Determination Date.

“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.

“Moody’s” means Moody’s Investors Service Ltd, whose registered office is located at One Canada Square Canary Wharf, London E14 5FA, United Kingdom.

An entity shall have the “Moody’s First Trigger Required Ratings” (A) where such entity is the subject of a Moody’s Short-term Rating, if such rating is "Prime-1" and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A2" or above by Moody’s and (B) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A1" or above by Moody’s, or any other rating level that does not adversely affect the then current ratings by Moody’s of the highest rated Listed Notes.

The “Moody’s First Rating Trigger Requirements” shall apply so long as none of the Relevant Entities has the Moody’s First Trigger Required Ratings.

An entity shall have the “Moody’s Second Trigger Required Ratings” (A) where such entity is the subject of a Moody’s Short-term Rating, if such rating is "Prime-2" or above and its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A3" or above by Moody’s and (B) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term, unsecured and unsubordinated debt or counterparty obligations are rated "A3" or above by Moody’s, or any other rating level that does not adversely affect the then current ratings by Moody’s of the highest rated Listed Notes.

The “Moody’s Second Rating Trigger Requirements” shall apply so long as none of the Relevant Entities has the Moody’s Second Trigger Required Ratings.

“Moody’s Short-term Rating” means a rating assigned by Moody’s under its short-term rating scale in respect of an entity’s short-term, unsecured and unsubordinated debt obligations.

“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, in respect of each Interest Rate Swap Agreement.

“Net Swap Amount Arrears” means, on any Payment Date, the Net Swap Amounts which remain due and unpaid.

“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.

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“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, the Class B Notes and the Class C Notes.

“Notes Interest Shortfall” means a Class A Notes Interest Shortfall, a Class B Notes Interest Shortfall or a Class C 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 Account, with a copy to the Servicer, pursuant to the Specially Dedicated Account Bank Agreement and in the form set out in 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 the Specially Dedicated Account Bank Agreement and in the form set out in the Specially Dedicated Account Bank Agreement.

“Obligor” means:

(a) any Lessee;

(b) any third party (including any PSA Car Dealer) who enters into a Car Sale Contract with Crédipar; and

(c) any PSA Car Dealer who enters into an Original Car Purchase Contract with Crédipar.

“OPCVM” means the securities mutual funds regulated by articles L. 214-2 to L. 214-23-1 of the French Monetary and Financial Code. Pursuant to article L. 411-2-2 of the French Monetary and Financial Code, OPCVMs are deemed to act as qualified investors.

“Operation Confirmation” means, in respect of any Auto LTL Contract, the document sent by the Crédipar to the corresponding Lessee in order to confirm, inter alia, the Rental Instalments under that Auto LTL Contract.

“Original Car Purchase Contract” means any car purchase contract entered into between Crédipar and a PSA Car Dealer supplier in respect of the acquisition of a Car by Crédipar.

“Original Car Purchase Receivable” means any amount (excluding VAT) payable by any PSA Car Dealer to Crédipar in the event of cancellation of an Original Car Purchase Contract or an Original Car Purchase Contract being otherwise rendered null and void (déclaré nul) or rescinded (résolu).

“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 Payment Date, an amount equal to 10% of the aggregate of the Initial Principal Amount of the Class A Notes, the Initial Principal Amount of the Class B Notes and the Initial Principal Amount of the Class C Notes.

“Partial Early Amortisation Event ” means the event occurring when on four (4) successive Purchase Dates, the aggregate of the Contract Outstanding Balance of the Performing Series of Receivables, as calculated on the Determination Date immediately preceding each such Purchase Date (including the aggregate of the Contract Outstanding Balance of the Performing Series of Receivables which are sold by the Seller on the relevant Purchase Date) is less than or equal to ninety (90) per cent. (but strictly greater than eighty (80) per cent. of

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the aggregate of the Initial Principal Amount of the Class A Notes, the Initial Principal Amount of the Class B Notes and the Initial Principal Amount of the Class C Notes.

“Paying Agency Agreement” means the agreement entered into on or before 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 Notes.

“Paying Agent” means BNP Paribas Securities Services, a French société en commandite par actions, whose registered office is located at 3, rue d’Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the Autorité de Contrôle Prudentiel et de Résolution, acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France), in its capacity as Paying Agent under the Paying Agency Agreement, or any permitted assignee pursuant to the Transaction Documents.

“Payment Date” means, with respect to payments of principal and/or interest in respect of the Notes, during the Revolving Period and the Amortisation Period, the 29th day of each month (except in February where it will be the 28th day, even in leap years) in each year, it being understood that if the relevant calendar day is not a Business Day it shall fall on the next Business Day, except where this should fall on the next calendar month, in which case it shall fall on the immediately preceding Business Day, it being specified that the first Payment Date will fall in 30 December 2013.

“Performance Reserve Account” means a bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company, the details of which are provided in the Compartment Account Bank Agreement, or any other bank account which could be substituted to it.

“Performance Reserve Cash Deposit” means the sum of the Performance Reserve Cash Deposit Initial Amount and of any and all Performance Reserve Cash Deposit Additional Amounts credited by the Seller to the Performance Reserve Account.

“Performance Reserve Cash Deposit Initial Amount” means the amount credited by the Seller on the Closing Date and equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the Closing Date.

“Performance Reserve Cash Deposit Additional Amount ” means the amount credited by the Seller on any Settlement Date and equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the immediately preceding Purchase Date (as the case may be).

“Performance Undertakings ” means each of the Seller Performance Undertakings and the obligations of Crédipar as Servicer under the Master Servicing Agreement.

“Performing Receivable ” means a Purchased Receivable which is not a Defaulted Receivable.

“Performing Series of Receivables ” means a Series of Receivable in respect of which no Receivable is a Defaulted Receivable.

“Pledgor ” means Crédipar, in its capacity as pledgor of the Pledge Cars under the terms of the Cars Pledge Agreement.

“Pledged Car ” means any Car which is part of the scope of the Cars Pledge (assiette du gage) from time to time pursuant to the terms thereof;

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“Pledge Secured Obligation ” means any and all present and future payment obligations of Crédipar, as Seller and Servicer, under the Performance Undertakings, up to a maximum of EUR 582,000,000.

“Prepayment ” means any payment made by a PSA Car Dealer or a Lessee, in respect of any Performing Series of Receivables, in addition to the Rental Instalment Receivable in case of:

(i) early restitution of the relevant Cars by the relevant Lessees; and

(ii) purchase by any PSA Car Dealer of such Car for a price corresponding to the Contract Outstanding Balance of the relevant Auto LTL Contract as of the date of termination,

provided that, the early restitution of a Car shall be deemed to occur when such Car is restituted at least thirty (30) days before the contractual term of the relevant Auto LTL Contract, except for Templus contracts, in respect of which the early restitution of a Car shall be deemed to occur when the relevant Car is restituted before the lower restitution limit as defined within the relevant Auto LTL Contract.

“Principal Account ” means a bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company, the details of which are provided in the Compartment Account Bank Agreement, or any other bank account which could be substituted to it.

“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” means, in respect of each Auto LTL Contract and each relevant Car considered on an individual basis:

(a) in respect of the Rental Instalments under that Auto LTL Contract and a given Lease Payment Due Date, the Scheduled Principal Payment on that Lease Payment Due Date;

(b) upon the sale of the relevant Car, the corresponding Car Sale Proceeds or any amount paid by the Seller to the FCT in connection with the repurchase of any Series of Receivables pursuant to the Master Purchase Agreement.

“Principal Deficiency Amount” means:

(a) on the Closing Date, zero; and

(b) on any Payment Date during the Revolving Period and the Amortisation Period, the greater of zero and an amount equal to (i) minus (ii) where:

(i) equals the sum of (x) the Principal Deficiency Amount on the previous Payment Date and (y) the Principal Deficiency Monthly Amount on that 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 Payment Dates; and

(ii) equals the aggregate of all amounts credited to the Principal Account by debiting the Interest Account in accordance with paragraphs (e) and (g) of the Interest Priority of Payments on all previous Payment Dates.

“Principal Deficiency Monthly Amount” means:

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(a) on the Closing Date: zero (0);

(b) on any Payment Date during the Revolving Period and the Amortisation Period, an amount equal to the sum of the Contract Outstanding Balance of the Series of Receivables which became Defaulted Series of Receivables during the Collection Period immediately preceding such Payment Date.

“Principal Deficiency Shortfall” means an event occurring when, on a Settlement 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 as at the immediately following Payment Date, is lower than the Principal Deficiency Amount as calculated for the aforesaid Payment Date.

“Principal Payment” means any Class A Principal Payment, Class B Principal Payment and Class C Principal Payment.

“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

during the Revolving Period and the Amortisation Period:

(i) the Interest Priority of Payments; and

(a)

(ii) the Principal Priority of Payments;

(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”.

“Prospectus” means this prospectus prepared jointly by the Management Company and the Custodian in accordance with article L. 412-1 of the French Monetary and Financial Code and the provisions of the General Regulations (Règlement Général) of 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 2010.

“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 Car Dealers List” means the list of PSA Car Dealers provided by the Seller to the Management Company on the First Purchase Date, as the same may be amended following the updates provided by the Seller to the Management Company on each Subsequent Purchase Date.

“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.

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“Purchase Offer” means the purchase offer issued by the Seller to the Management Company (with copy to the Custodian), 3 Business Days after any Information Date pursuant to the terms of the Master Purchase Agreement.

“Purchase Price” means, on any Purchase Date in respect of any Series of Receivables, the purchase price of the Series of Receivables to be paid by the FCT to the Seller under the terms of the Master Purchase Agreement. The Purchase Price of any Series of Receivables is equal to the Contract Outstanding Balance of such Series of Receivables as of the Selection Date immediately preceding its Purchase Date.

“Purchase Shortfall” means an event which occurs when on two (2) successive Purchase Dates, the aggregate of the Contract Outstanding Balance in respect of all Performing Receivables, as calculated on the Determination Date immediately preceding each of such Purchase Dates (including the aggregate of Contract Outstanding Balance in respect of the Purchased Receivables which are sold by the Seller on the relevant Purchase Date) is less than or equal to eighty (80) per cent. of the aggregate of the Initial Principal Amount of the Class A Notes, the Initial Principal Amount of the Class B Notes and the Initial Principal Amount of the Class C Notes.

“Purchased Receivable” means a Receivable being part of the Series of Receivables which has been purchased by the FCT pursuant to the Master Purchase Agreement and allocated to the Compartment and (a) which remains outstanding, (b) the purchase of which has not been rescinded (résolu) in accordance with the Master Purchase Agreement and (c) which has not been repurchased by the Seller pursuant to the Master Purchase Agreement.

“Rate of Interest” means:

(i) in respect of the Class A Notes and the Class B Notes: the aggregate of (i) the EURIBOR Reference Rate and (ii) the Relevant Margin for each class of Notes; and

(ii) in respect of the Class C Notes: 4.00 per cent.

“Rating Agencies” means each of DBRS and Moody’s.

“Receivable” means any receivable being part of a Series of Receivables. Each Receivable may include one or several Ancillary Rights.

“Receivables Eligibility Criteria” means the criteria and specifications with which each Receivable being part of a Series of Receivables must comply in order for that Series of Receivables to be purchased at each Purchase Date by the FCT (without prejudice to the Contracts Eligibility Criteria) (see Section “DESCRIPTION OF THE AUTO LTL CONTRACTS AND THE RECEIVABLES”).

“Recoveries” means, in respect of any Series of Receivables which has become a Defaulted Series of Receivables, any amounts of arrears and other amounts received, in respect of an enforcement proceeding, by the Servicer, acting in accordance with the Servicing Procedures, pursuant to the terms of the Master Servicing Agreement. Such Recoveries may relate to, as the case may be:

(i) any payment (in part or in full) of any Defaulted Series of Receivables by the relevant Lessee; or

(ii) the proceeds of any sale of a Car by the Servicer pursuant to the provisions of the Servicing Procedures, the Auto LTL Contracts and laws and regulations provisions in force.

“Reference Banks” means each of Natixis, Crédit Agricole Corporate and Investment Bank, Société Générale and BNP Paribas or any substitute reference bank, in their capacity as credit

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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) 0.90 per cent. per annum in respect of the Class A Notes; and

(ii) 1.60 per cent. per annum in respect of the Class B Notes.

“Renegotiation” means a Contentious Renegotiation or a Commercial Renegotiation.

“Rental Instalment” means, in respect of any Auto LTL Contract, the amounts of each of the rental payments (excluding VAT) to be made by the Lessee on each date on which such rental payments have to be paid under that Auto LTL Contract.

“Rental Instalment Due Date” means, in respect of any Rental Instalment, the date on which such Rental Instalment has become due and payable under the relevant Auto LTL Contract.

“Rental Instalment Invoicing Date” means, in respect of any Rental Instalment, the date on which an invoice is edited for such Rental Instalment, which shall fall on the first day of each calendar month of each Rental Instalment Due Date.

“Rental Instalment Receivables” means, with respect to a given Car and the relating Auto LTL Contract, the receivables representing rental instalments (excluding VAT) which are due and payable or will become due and payable by a Lessee.

“Replacement Value Receivables” means the amount (excluding VAT) payable (if any) by a Lessee to Crédipar following the theft or destruction of the relevant Car pursuant to the relevant Auto LTL Contract.

“Repurchase Date” means the Business Day falling immediately after each Calculation Date.

“Required Amortisation Amount” means, in respect of each 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, the Principal Amount Outstanding of the Class B Notes and the Principal Amount Outstanding of the Class C Notes as calculated on the immediately preceding Payment Date after applying the Principal Priority of Payments (or as the case may be, on the Closing Date if such Payment Date falls on 30 December 2013); and

(ii) is the Contract Outstanding Balance of all Performing Series of Receivables transferred to the Compartment as calculated on the immediately preceding Determination Date.

“Reserve Cash Deposits Agreement” means the agreement entered into on or before the Closing Date between inter alia the Management Company, the Custodian and the Seller. The Reserve Cash Deposits Agreement relates to the establishment, the funding and the restitution of the General Reserve Cash Deposit.

“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 Crédipar under the terms of the Residual Units Subscription Agreement.

“Residual Unitholders” means the holders from time to time of Residual Units.

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“Returned Car Expense Receivables” means the amount (if any) payable (excluding VAT) by a Lessee to Crédipar in the event that the relevant Car is returned to Crédipar at the end of the term of an Auto LTL Contract relating to either (a) excess milage or (b) restoring the relevant Car to the required condition.

“Revolving Period” means the period beginning on the Closing Date and ending on the earliest to occur of the Payment Date falling (and including) in January 2015 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 Interest Payment” means in respect of any Rental Instalment Receivable payable on its relevant Rental Instalment Due Date, the Contract Outstanding Balance of the relevant Auto LTL Contract as at the preceding Rental Instalment Due Date multiplied by the Implicit Interest Rate divided by 12.

“Scheduled Principal Payment” means in respect of any Rental Instalment Receivable payable on its relevant Rental Instalment Due Date, the amount equal to the positive difference between the amount of the relevant Rental Instalment and the Scheduled Interest Payment on that Rental Instalment Due Date.

“Selection Date” means the Initial Selection Date or any Subsequent Selection Date, as applicable, being, in respect of any Series of Receivables, the date on which the Seller selects such Series of Receivables which complies with the Eligibility Criteria and which ensures that the Global Portfolio Limits will be complied with on the immediately following Purchase Date .

“Seller” means Crédipar, in its capacity as seller of the Receivables on each Purchase Date under the terms of the Master Purchase Agreement, or any permitted assignee pursuant to the Transaction Documents.

“Series of Receivables” means, with respect to any Car, the Rental Instalment Receivables (with the exception only of the Rental Instalment Receivable the Due Date of which falls in the same calendar month as the Purchase Date of the relevant Series of Receivables), the Replacement Value Receivables, the Termination Indemnity Receivables, the Late Return Indemnity Receivables, the Returned Car Expense Receivables, the Car Sale Receivable and the Original Car Purchase Receivables, either present or future, which are due or may become due and payable to the Seller in relation to that Car.

“Servicer” means the Seller appointed by the Management Company, with the prior approval of the Custodian, as servicer of the Purchased Receivables under the Master Servicing Agreement in accordance with article L214-172 of the French Monetary and Financial Code, or any permitted assignee pursuant to the Transaction Documents.

“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 on each Payment Date, in accordance with and subject to the applicable Priority of Payments, (inclusive of VAT) in respect of the administration, recovery and collection of the Receivables, being equal to :

(i) 1/12 of 0.75 per cent. of the sum of the Contract Outstanding Balance of all Performing Series of Receivables which are not Delinquent Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT); plus,

(ii) as the case may be, 1/12 of 1.00 per cent. of the sum of:

(a) the Contract Outstanding Balance of the Delinquent Receivables and

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(b) the aggregate Unpaid Balance of all Delinquent Series of Receivables and all Defaulted Series of Receivables excluding written off Receivables serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT),

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 1.00 per cent. of the sum of the Contract Outstanding Balance of all Performing Series of Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT).

“Servicing Procedures” mean the administration and servicing procedures which have been defined between the Management Company, the Custodian and the Servicer pursuant to the Master Servicing Agreement and which must be applied by the Servicer for the administration, recovery and collection of any Purchased Receivable.

“Settlement Date” means the Business Day preceding each Payment Date on which the Management Company shall make the required transfers between the Compartment Accounts. The first Settlement Date will be 27 December 2013.

“Specially Dedicated Account Bank” means Crédit Agricole S.A., a société anonyme with a share capital of € 7,494,061,611, whose registered office is located at 91-93, boulevard Pasteur, 75015 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416, 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 et de Résolution), or any permitted assignee pursuant to the Transaction Documents.

“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).

“Specially Dedicated Bank 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. 214-173 and D. 214-228 of the French Monetary and Financial Code and pursuant the terms of the Specially Dedicated Account Bank Agreement, or any other bank account which could be substituted to it.

“Subsequent Purchase Date” means at the latest, the 9th Business Day following each Determination Date during the Revolving Period on which the Seller shall transfer to the Compartment new Series of Receivables, it being specified that the first Subsequent Purchase Date will fall in December 2013.

“Subsequent Selection Date” means the Business Day immediately preceding each Subsequent Purchase Date during the Revolving Period, it being specified that the first Subsequent Selection Date will fall in December 2013.

“Swap Counterparty Required Ratings” means the DBRS First Trigger Required Ratings and the Moody’s First Trigger Required Ratings, where:

An entity shall have the “DBRS First Trigger Required Ratings” where the DBRS Long-Term Rating of that entity is at least as high as “A” by DBRS or the Deemed Rating of that entity is between "1" and "6", or any other rating level that does not adversely affect the then current ratings of the Listed Notes.

An entity shall have the “Moody’s First Trigger Required Rating” if: (i) the short-

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term, unsecured and unsubordinated debt obligations of that entity are rated at least as high as "P-1" and the long-term, unsecured and unsubordinated debt obligations of that entity are rated at least as high as "A2" by Moody’s; or (ii) the long-term, unsecured and unsubordinated debt obligations of that entity are rated at least as high as “A1" (or its equivalent) by Moody’s, or any other rating level that does not adversely affect the then current ratings of the Listed Notes.

“Swap Notional Amount” means:

(a) for any day on or before the first Payment Date: 50% of € 573,500,000; and

(b) for any day thereafter, 50% of the minimum of (x) the aggregate of the Contract Outstanding Balance of the Performing Series of 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 Listed Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company.

“Swap Subordinated Termination Amount” means, in relation to each Interest Rate Swap Agreement, any termination amounts due but unpaid by the FCT to the relevant Interest Rate Swap Counterparty in accordance with the relevant Interest Rate Swap Agreement as a result of an Event of Default or a Change of 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).

“Swap Subordinated Termination Amounts Arrears” means on any Payment Date, the Swap Subordinated Termination Amounts which remain due and unpaid.

“Swap Termination Amount” means, in relation to each Interest Rate Swap Agreement, any termination amounts due but unpaid by the FCT to the relevant 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 due and unpaid.

“Target Business Day” means a day on which the Target 2 System is open.

“Target 2 System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System that uses a single platform and which has been launched on 19 November 2007.

“Termination Indemnity Receivable” means the amount (excluding VAT) payable by a Lessee to Crédipar following the termination of an Auto LTL Contract as a result of the death or a default of the Lessee or for any other reasons whatsoever.

“Transaction Documents” means the General Regulations, the Compartment Regulations, the Master Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements, the Compartment Account Bank Agreement, the Compartment Cash Management Agreement, the Paying Agency Agreement, the Listed Notes Subscription Agreement, the Class C Notes and Residual Units Subscription Agreement, the Data Protection Agreement, the Reserve Cash Deposits Agreement, the Specially Dedicated Account Bank Agreement, the Cars Pledge Agreement and the Master Definitions Agreement.

“Transfer Document” means the Acte de Cession de Créances governed by the provisions of articles L. 214–169 of the French Monetary and Financial Code which will include the

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mandatory provisions of article D. 214–227 of the French Monetary and Financial Code, pursuant to which the Seller will assign to the FCT the Receivables on each Purchase Date.

“Unpaid Balance” means, on any Calculation Date, with respect to any Series of Receivables, the aggregate of all amounts due and payable by the relevant Obligor and remaining unpaid by such Obligor on such Calculation Date.

“Validation Date” means the third (3rd) Business Day preceding each Payment Date.

“Weighted Average Time of Principal Repayment” means, in respect of all the Receivables selected on any Selection Date, the weighted average number of months through which the Initial Contract Outstanding Balance of each such Receivable is expected to be fully paid from the date of the beginning of the relevant Auto LTL Contract until the date of the sale of the relevant Car to the relevant PSA Car Dealer pursuant to the relevant Car Buy Back Contract.

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APPENDIX II - NOTES DESCRIPTION TABLE

Ranking of the Notes and Units

Class A Notes Class B Notes Class C Notes Residual Units

Number of Notes or Units 5,220 515 1,615 2

Nominal Value € 100,000 € 100,000 € 100,000 € 150

Global Principal Amount at Closing Date

€ 522,000,000 € 51,500,000 € 161,500,000 € 300

Issue Price 100 per cent. 100 per cent. 100 per cent. 100 per cent.

Closing Date On or about 31 October 2013

On or about 31October 2013

On or about 31October 2013

On or about 31October 2013

Annual Interest Rate 1-month EURIBOR + 0.90 per cent. (1) (7)

1-month EURIBOR + 1.60 per cent. (1) (7)

4.00 per cent. Undetermined

Frequency of interest payment

Montly (1) Montly (1) Montly (1) Montly (1)

Payment Dates (2) 29th of each month 29th of each month 29th of each month 29th of each month

Redemption Frequency (3)

On occurrence of a Partial Early Amortisation Event and monthly during the Amortisation Period and the Accelerated Amortisation Period, except on an Interim Payment Date (1)

On occurrence of a Partial Early Amortisation Event and monthly during the Amortisation Period and the Accelerated Amortisation Period, except on an Interim Payment Date (1)

Monthly during the Amortisation Period and the Accelerated Amortisation Period, except on an Interim Payment Date (1)

In fine

Weighted Average Life of the Notes (4)

See Section “Weighted Average Life of the Notes”

Undetermined Undetermined Undetermined

Final Legal Maturity Date 29 October 2022 29 October 2022 29 October 2022 Compartment Liquidation Date

Nominal Redemption Amount (5)

€ 100,000 € 100,000 € 100,000 Liquidation Surplus

DBRS rating (6) AAA (sf) A Unrated Unrated

Moody’s rating (6) Aaa (sf) A2 Unrated Unrated

Form of the Notes Bearer form Bearer form Registered form Registered form

Placement of the Notes Private Private Private Private

Listing and Relevant Stock Exchanges

Application has been made to list the Class A Notes on the Paris Stock Exchange (Euronext)

Application has been made to list the Class B Notes on the Paris Stock Exchange (Euronext)

Unlisted Unlisted

Clearing Systems Euroclear France, Clearstream Banking

Euroclear France, Clearstream Banking NA NA

Common Codes 098238310 098238387 NA NA

ISIN Codes FR0011593441 FR0011593458 NA NA

(1) Except if a Compartment Liquidation Event occurs.

(2) Subject to adjustment for non-business days. The first Payment Date will be on the 30 December 2013.

(3) At the latest on the Payment Date falling on 30 November 2015, subject to the assumptions mentioned in (1) above or on an Amortisation Event.

(4) Projections with no Partial Early Amortisation.

(5) To the extent of the Available Distributable Amount.

(6) Preliminary ratings.

(7) For the first Interest Period, the annual interest rate will be the annual rate resulting from the linear interpolation of 1-month EURIBOR and 2-month EURIBOR.

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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 DBRS 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 Listed Notes and to prepare the rating documents.

The ratings assigned by the Rating Agencies to the Listed Notes address the timely payment of interest to the holders of Listed Notes 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 se ll or to purchase any Listed Notes. Such ratings may be, at any time, revised, suspende d 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 Notes of each class 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 Notes of each class and the nature and extent of the coverage of the credit risks related to Notes of each class. The rating of the Notes does not involve any assessment of the yield that any Noteholder may receive.

The preliminary ratings assigned to the Listed Notes, 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 Notes, in particular in this respect, to purchase, hold, keep, pledge or sell said Notes.

The downgrading, suspension or withdrawal of any of the ratings assigned by the Rating Agencies to the Listed Notes, shall have no consequences on any rating assigned to notes or units issued by the FCT in res pect of any other compartment as may be established from time to time by the Managem ent Company and the Custodian. Similarly, the downgrading, suspension or withdrawa l of any of the ratings assigned by any rating agency to notes or units issued by the F CT in respect of any other compartment shall have no consequences on the ratin gs assigned by the Rating Agencies to the Listed Notes issued by the FCT.

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APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY DBRS

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APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY’S

LEGAL ADVISERS TO THE SELLER, SERVICER AND PLEDGOR

Linklaters LLP 25 rue de Marignan

75008 Paris France

MANAGEMENT COMPANY

France Titrisation 41, avenue de l’Opéra

75002 Paris France

CUSTODIAN

Banque PSA Finance 75, avenue de la Grande Armée

75116 Paris France

SELLER

Crédipar 12 Avenue André Malraux

92300 Levallois Perret France

INTEREST RATE SWAP COUNTERPARTIES BNP Paribas S.A.

16 boulevard des Italiens 75009 Paris

France

Natixis, London Branch Cannon Bridge House - 25 Dowgate Hill

London EC4R 2YA, United Kingdom

PAYING AGENT

BNP Paribas Securities Services 3, rue d’Antin 75002 Paris

France

JOINT ARRANGERS & JOINT LEAD MANAGERS

BNP Paribas, London Branch 10 Harewood Avenue

NX1 6AA London United Kingdom

Natixis 30, avenue Pierre Mendès-France

75013 Paris France

RATING AGENCIES

DBRS Ratings Limited 1 Minster Court

10th Floor Mincing Lane London, EC3R 7AA

United Kingdom

Moody’s Investors Service Ltd One Canada Square Canary Wharf

London E14 5FA United Kingdom

STATUTORY AUDITOR

Mazars 61 rue Henri Regnault

92075 Paris La Défense Cedex France

LEGAL ADVISERS TO THE JOINT ARRANGERS & JOINT LEAD MANAGERS

Freshfields Bruckhaus Deringer LLP 2 rue Paul Cézanne

75008 Paris France