PROSPECTUS

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, notammentses articles 211-1 à 216-1 et 421-1 et suivants, l Autorité des Marchés Financiers a apposé le visa numéro FCT N°12-17 en date du

19 juillet 2012 sur le Prospectus. Le Prospectus a été établi par chacun des co-fondateurs du compartiment et engage laresponsabilité 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 lesinformations 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 GeneralRegulations (Règlement general de l Autorité des Marchés Financiers), and in particular of articles 211-1 to 216-1 and 421-1 et seq.thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on 19 July 2012 under number FCT N°12-17. 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, wasdelivered 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 authentificationof the accounting and financial information set out herein.

AUTO ABS COMPARTIMENT 2012-1

AUTO ABS FCTFONDS COMMUN DE TITRISATION A COMPARTIMENTS

(articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10 and L. 231-7 of the French Monetary and Financial Code)

723,600,000 Class A Asset-Backed Floating Rate Notes due 27 July 2026(Private Placement / Issue Price: 100 per cent.)

France TitrisationManagement Company

Banque PSA FinanceCustodian

AUTO ABS COMPARTIMENT 2012-1 (the Compartment ) is the third compartment of the French fonds commun detitrisation à compartiments AUTO ABS FCT (the FCT ) established jointly by France Titrisation (the Management Company ) andBanque PSA Finance (the Custodian ) on 25 November 2010. The FCT is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Codeand by the general regulations entered into on 23 November 2010 between the Management Company and the Custodian (theGeneral 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 businesspartners of (and designated by) the PSA Group. The Compartment is governed by the provisions of articles L. 214-5, L. 214-42-1 toL. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code, theGeneral Regulations and the compartment regulations entered into on or before the Closing Date by the Management Company andthe Custodian (the Compartment Regulations ).

On the Closing Date and on each Purchase Date thereafter, the Compartment will purchase from the CompagnieGénérale de Crédit aux Particuliers ( Crédipar or the Seller ) a portfolio of receivables arising from auto lease contracts (the AutoLease Contracts ) entered into by the Seller with certain lessees in respect of cars produced by Automobiles Peugeot orAutomobiles Citröen (the Cars ) and the receivables arising from the sale of cars to third parties in cases where such cars are notpurchased by the lessees (the Receivables ). The Receivables will be exclusively allocated to the Compartment by theManagement Company.

The FCT will issue in respect of the Compartment 723,600,000 Class A Asset-Backed Floating Rate Notes (the ClassA Notes ) and 356,400,000 Class B Asset-Backed Floating Rate Notes (the Class B Notes , and together with the Class ANotes, the Notes ). This Prospectus has not been prepared in the context of a public offer of the Notes in the Republic of Francewithin the meaning of article L.411-1 of the French Monetary and Financial Code and articles 211-1 et seq. of the AMF GeneralRegulations (Règlement general de l Autorité des Marchés Financiers). The Class A Notes will only be offered and sold (i) in Franceto qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each casethat such investors are acting for their own account and/or to persons providing portfolio management financial services (personnesfournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, articleL. 411-2-II of the French Monetary and Financial Code and/or (ii) to non-resident investors ( investisseurs non-résidents). Applicationhas been made to the Autorité des Marchés Financiers in its capacity as competent authority under French law for the Class ANotes to be listed on the Paris Stock Exchange (Euronext Paris). The Class B Notes will not be listed and will only be subscribed byBanque PSA Finance. The FCT will also issue 2 asset-backed units in respect of the Compartment (in the denomination of 150each) (the Residual Units ), which will be subscribed by Crédipar.

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The Class A Notes are expected, on issue, to be assigned an AAAsf rating by Fitch France S.A. ( Fitch ) and an AAA(sf)rating by Standard & Poor s (a division of The McGraw-Hill Companies, Inc.) ( S&P and, together with Fitch, the RatingAgencies ). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension orwithdrawal at any time by the Rating Agencies (see Section Ratings ).

For a discussion of certain significant factors affecting investments in the Notes, see Sections RISK FACTORS SPECIAL CONSIDERATIONS and SUBSCRIPTION AND OFFERING OF THE NOTES on pages 54 and 201 of thisProspectus.

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The Class A Notes will be issued in denominations of 100,000 each and will at all times be represented in book entryform (dématérialisée), in compliance with article L. 211-4 of the French Monetary and Financial Code. No physical documents oftitle will be issued in respect of the Notes. The Class A Notes will, upon issue, be registered in the books of Clearstream BankingLuxembourg, Société Anonyme ( Clearstream Banking ) and Euroclear France, S.A. ( Euroclear and, together with ClearstreamBanking, the Clearing Systems , as defined by article L. 330-1 of the French Monetary and Financial Code) (see Section TERMSAND 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 theRevolving Period and allocated to the Compartment by the Management Company. Pursuant to the General Regulations, theholders of the notes and of the units issued in respect of any compartment of the FCT will only be repaid from the moneys andproceeds arising from the assets allocated to that compartment to the exclusion of any asset allocated to any other compartmentand 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, theAmortisation Period and the Accelerated Amortisation Period, each Note bears interest on each Payment Date at an annual interestrate equal to the 1-month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolationof 2-month EURIBOR and 3-month EURIBOR) plus the Relevant Margin as set out below (see Section DESCRIPTION OF THENOTES , TERMS AND CONDITIONS OF THE NOTES Interest ).

Class of Notes Initial Principal Amount Interest Rate

Class A Notes 723,600,000 1 month EURIBOR (*) + 1.20per cent. p.a.

Class B Notes 356,400,000 1 month EURIBOR (*) + 1.50per cent. p.a.

(*) or, in respect of the first Interest Period, the annual rate resulting from the linear interpolation of 2-month EURIBOR and3-month EURIBOR.

During the Revolving Period, the Notes will not be subject to redemption, except in case of a Partial Early Amortisation.During the Amortisation Period and the Accelerated Amortisation Period, the Notes are subject to mandatory partial redemption oneach Payment Date (other than a Reduced Payment Date), on a sequential basis, subject to the amounts collected from theReceivables 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 andprovided that the Class B Notes will start to be redeemed only after the Class A Notes have been redeemed in full.

On each Payment Date, payments of interest due in respect of the Class B Notes will be subordinated to payments ofinterest due in respect of the Class A Notes. On each Payment Date during the Amortisation Period and the AcceleratedAmortisation Period, payments of principal due in respect of the Class B Notes will be subordinated to payments of principal due inrespect of the Class A Notes (see Sections DESCRIPTION OF THE CLASS A NOTES and TERMS AND CONDITIONS OF THENOTES Redemption ).

In accordance with and subject to the terms of the Compartment Regulations, the FCT will be entitled to purchaseAdditional Receivables from the Seller during the Revolving Period which is expected to end on the Payment Date falling in January2015 inclusive. Such Additional Receivables will be exclusively allocated to the Compartment by the Management Company (seeSection DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT ).

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This Prospectus is prepared in connection with a general memorandum (Note de RéférenceGénérale) (the General Memorandum ) prepared by the Management Company and the Custodian andregistered with the Autorité des Marchés Financiers on 28 October 2010 under number NR 10-01. ThisProspectus constitutes a prospectus within the meaning of article 5 of Directive 2003/71/EC. ThisProspectus has been prepared by the Management Company and the Custodian solely for use inconnection with the offering of the Class A Notes on the Paris Stock Exchange (Euronext Paris). ThisProspectus does not constitute an offer to sell or the solicitation of an offer to buy the Class A Notes inany 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 LeadManagers or the Joint Arrangers, that shall permit a public offer of the Class A Notes in any jurisdiction.

Neither the Joint Lead Managers, the Joint Arrangers nor any of their respective affiliates haveauthorised the whole or any part of this Prospectus and none of them makes any representation orwarranty or accepts any responsibility as to the accuracy or completeness of the information contained inthis Prospectus. No Joint Lead Manager or Joint Arranger accepts any liability in relation to theinformation contained or incorporated by reference in this Prospectus or any other information provided bythe Management Company, the Custodian and the Seller in connection with the transactions described inthis Prospectus.

In connection with the issue and offering of the Notes, no person has been authorised to give anyinformation or to make any representations other than those contained in this Prospectus and, if given ormade, such information or representations shall not be relied upon as having been authorised by or onbehalf 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, theInterest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, theData 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 Notes in certain jurisdictions maybe restricted by law or regulations. Persons coming into possession of this Prospectus are required toenquire regarding, and to comply with, any such restrictions. In accordance with the provisions of articleL. 214-44 of the French Monetary and Financial Code, the Notes issued by the FCT in relation to theCompartment may not be sold by way of brokerage (démarchage).

Neither this Prospectus nor the General Memorandum should be construed as arecommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within thePSA Group, the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior SwapProvider, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or theJoint Lead Managers to any recipient of this Prospectus and the General Memorandum, or any otherinformation supplied in connection with the issue of Notes, to subscribe or acquire any such Notes. Eachpotential investor should conduct an independent investigation of the financial terms and conditions of theNotes, and an assessment of the creditworthiness of the FCT, with respect to the Compartment, the risksassociated with the Notes and of the tax, accounting and legal consequences of an investment in theNotes and should consult an independent legal tax or accounting adviser to this effect.

THE LIABILITIES IN CONNECTION WITH NOTES ARE EXCLUSIVELY BORNE BY THE FCTAND ARE LIMITED TO THE COMPARTMENT. NEITHER THE NOTES ISSUED BY THE FCT NORTHE ASSETS ALLOCATED TO THE COMPARTMENT, ARE, OR WILL BE, GUARANTEED IN ANYWAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE PSA GROUP, THEMANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THECOMPARTMENT CASH MANAGER, THE PAYING AGENT, THE INTEREST RATE SWAPCOUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNTBANK, THE DATA PROTECTION AGENT, THE JOINT ARRANGERS, THE JOINT LEAD MANAGERS,OR BY ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NORANY OTHER COMPANY WITHIN THE PSA GROUP, THE MANAGEMENT COMPANY, THECUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THE COMPARTMENT CASH MANAGER, THEPAYING AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER,THE SPECIALLY DEDICATED ACCOUNT BANK, THE DATA PROTECTION AGENT, THE JOINTARRANGERS OR THE JOINT LEAD MANAGERS WILL BE LIABLE, OR PROVIDE ANY GUARANTEESFOR, THE NOTES ISSUED BY THE FCT IN RESPECT OF THE COMPARTMENT. ONLY THE

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MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF NOTES AGAINSTTHIRD PARTIES.

The Notes will not be registered under the United States Securities Act of 1933, as amended (theSecurities 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 forthe account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certaincircumstances where the contemplated transactions do not require any registration under the SecuritiesAct (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 theClass A Notes, as to the creation or development of a secondary market for the Class A Notes by way oftheir listing on the Paris Stock Exchange (Euronext Paris).

Each of the Management Company and the Custodian, in their capacity as founders of the FCTand the Compartment, assumes responsibility for the information contained in this Prospectus, as set outin Section ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS .

Each of the Seller and Banque PSA Finance accepts responsibility for the information containedin Sections DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ,STATISTICAL INFORMATION RELATING TO THE INITIAL PORTFOLIO OF RECEIVABLES ,HISTORICAL PERFORMANCE DATA , UNDERWRITING AND MANAGEMENT PROCEDURES andDESCRIPTION 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 reasonablecare to ensure that such is the case), the PSA Information is in accordance with the facts and does notomit anything likely to affect the import of the PSA Information.

Deutsche Bank only accepts responsibility for that information set out in Section DESCRIPTIONOF DEUTSCHE BANK of this Prospectus (the Deutsche Bank Information ). To the best of theknowledge and belief of Deutsche Bank (having taken all reasonable care to ensure that such is thecase), the Deutsche Bank Information is in accordance with the facts and does not omit anything likely toaffect the import of the Deutsche Bank Information. Deutsche Bank accepts no responsibility for any otherinformation 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 OFNATIXIS of this Prospectus (the Natixis Information ). To the best of the knowledge and belief ofNatixis (having taken all reasonable care to ensure that such is the case), the Natixis Information is inaccordance 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 notseparately verified any such other information.

Neither the delivery of this Prospectus, nor the offering of the Class A Notes shall, under anycircumstances, constitute or create any representation or imply that the information (whether financial orotherwise) contained in this Prospectus regarding the FCT, the Compartment, the Seller, the DataProtection Agent, the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Interest RateSwap Counterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers or anyother entity involved in the distribution of the Notes, shall remain valid at any time subsequent to the dateof this Prospectus. While the information set out in this Prospectus comprises a description of certainprovisions of the Transaction Documents, it should be read as a summary only and it is not intended as afull 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 thecommencement of the third stage of the Economic and Monetary Union pursuant to the Treatyestablishing the European Economic Community, as amended by the Treaty on the European Union.

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PROCEDURE OF ISSUE AND PLACEMENT OF THE NOTESSELECTION OF RECEIVABLES AND AVAILABLE INFORMATION

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

The purpose of this Prospectus is to set out (i) the general terms and conditions of the assets andliabilities of the Compartment, (ii) the general characteristics of the Receivables which may be acquiredfrom the Seller (and any of its successors) in respect of the Compartment, and (iii) the general principlesof establishment and operation of the Compartment.

General Regulations and Compartment Regulations

The General Memorandum relating to the FCT has been registered with the Autorité des MarchésFinanciers under the number NR10-01 on 28 October 2010.

Upon subscription or purchase of any Notes, its holder shall be automatically and without anyfurther formality (de plein droit) bound by the provisions of both the General Regulations and theCompartment Regulations, as both may be amended from time to time by any amendments to any of theGeneral Regulations and the Compartment Regulations jointly agreed by the Management Company andthe Custodian in accordance with the terms thereof. As a consequence, each holder of a Note is deemedto have full knowledge of the operation of the FCT and of the Compartment, and in particular, of thecharacteristics of the Receivables purchased by such Compartment, of the terms and conditions of theNotes 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 personwishing to obtain a copy of the Compartment Regulations, a copy of the General Regulations, and/or theMaster Definitions Agreement, may request a copy from the Management Company with effect from thedate of distribution of this Prospectus.

Defined Terms

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

Information

This Prospectus may only be used with the General Memorandum. A hard copy of the GeneralMemorandum and of this Prospectus shall be made available free of charge during normal businesshours at the registered office of each of the Custodian, the Management Company and the Paying Agentand an electronic version of the General Memorandum and the Prospectus shall be sent by email by theManagement Company upon request by any person. In addition, the Management Company shallpublish the Prospectus on its website.

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TABLE OF CONTENTS

SECTIONS PAGE

PROCEDURE OF ISSUE AND PLACEMENT OF THE NOTES SELECTION OF RECEIVABLES ANDAVAILABLE INFORMATION................................................................................................................................. 6

ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS............................................................. 14

STATUTORY AUDITORS OF THE COMPARTMENT........................................................................................ 15

STRUCTURE DIAGRAM OF THE TRANSACTION............................................................................................ 16

SUMMARY OF THE TRANSACTION................................................................................................................... 17

GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT...................................................... 38Legal Framework ................................................................................................................................................... 38General Regulations ............................................................................................................................................... 38Compartment Principles ......................................................................................................................................... 39The Compartment AUTO ABS COMPARTIMENT 2012-1 ................................................................................. 40Litigation ............................................................................................................................................................... 40Financial statements ............................................................................................................................................... 40

DESCRIPTION OF THE RELEVANT ENTITIES................................................................................................. 42The Management Company .................................................................................................................................... 42The Custodian........................................................................................................................................................ 46The Seller............................................................................................................................................................... 47The Servicer........................................................................................................................................................... 48The Specially Dedicated Account Bank................................................................................................................... 49The Compartment Account Bank ............................................................................................................................ 49The Compartment Cash Manager............................................................................................................................ 50The Paying Agent................................................................................................................................................... 50The Data Protection Agent...................................................................................................................................... 51The Interest Rate Swap Counterparties.................................................................................................................... 51The Junior Swap Provider....................................................................................................................................... 52The Joint Lead Managers........................................................................................................................................ 52

Joint Lead Managers.......................................................................................................................................... 52The Statutory Auditor............................................................................................................................................. 52The Rating Agencies .............................................................................................................................................. 52The Legal Advisers ................................................................................................................................................ 53

RISK FACTORS - SPECIAL CONSIDERATIONS................................................................................................ 54Risks relating to the assets and the Transaction Documents...................................................................................... 54

Limited Recourse to the Assets Allocated to the Compartment.............................................................................. 54Historical and Other Information........................................................................................................................ 54Geographical Concentration .............................................................................................................................. 54Forecasts and Estimates ..................................................................................................................................... 54Obligors Ability to Pay...................................................................................................................................... 55No notification of the Assignment to the Obligors ................................................................................................ 55Market value of the Purchased Receivables......................................................................................................... 56No right or security interest in the Cars .............................................................................................................. 56Credit Risk of the Parties to the Transaction Documents ..................................................................................... 57Servicer Substitution Risk ................................................................................................................................... 57No independent investigation - Representations and Warranties .......................................................................... 57Certain Conflicts of Interest................................................................................................................................ 58Authorised Investments....................................................................................................................................... 60French Rules Regarding Data............................................................................................................................. 60Ability to obtain the Decryption Key ................................................................................................................... 60Individual Insurance Contract ............................................................................................................................ 61

Risks relating to the French Law aspects ................................................................................................................. 61

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Selected French law aspects ............................................................................................................................... 61Selected French insolvency law aspects .............................................................................................................. 61Change of Law................................................................................................................................................... 64

Risks relating to the Notes ...................................................................................................................................... 65General.............................................................................................................................................................. 65Credit Enhancement Provides Only Limited Protection Against Losses ................................................................ 65Greater Risk for the Class B Notes...................................................................................................................... 65Other Account only for Specific Purposes ........................................................................................................... 66Yields to Maturity and Weighted Average Life of the Class A Notes...................................................................... 66Interest Rate Risk ............................................................................................................................................... 66Early Liquidation of the Issuer............................................................................................................................ 67Interest Shortfall ................................................................................................................................................ 67No Liquidity on the Secondary Market Transfer Restrictions............................................................................. 67Rating of the Class A Notes ................................................................................................................................ 67Withholding Tax................................................................................................................................................. 68EU Directive on the taxation of savings income................................................................................................... 69Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respectof the Notes - Implementation of Basel II Risk-Weighted Asset Framework........................................................... 69Eurosystem Eligibility ........................................................................................................................................ 70Transparency Directive...................................................................................................................................... 71Liability under the Notes Direct Exercise of Rights........................................................................................... 71

OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTESDEPENDING ON THE PERIODS........................................................................................................................... 73

General .................................................................................................................................................................. 73Periods of the Compartment.................................................................................................................................... 73

Revolving Period................................................................................................................................................ 73Partial Early Amortisation ................................................................................................................................. 77Amortisation Period ........................................................................................................................................... 77Accelerated Amortisation Period ........................................................................................................................ 79

Calculations of Available Collections...................................................................................................................... 81Allocation of Available Collections in respect of each Collection Period .................................................................. 81

Allocation to the Principal Account..................................................................................................................... 81Allocation to the Interest Account ....................................................................................................................... 81Accelerated Amortisation Period ........................................................................................................................ 82

Instructions of the Management Company............................................................................................................... 82Compartment Accounts .......................................................................................................................................... 82

Reduced Payment Date....................................................................................................................................... 82Information ............................................................................................................................................................ 82Calculations and Determinations Duties of the Management Company.................................................................. 82Distributions .......................................................................................................................................................... 83Priority of Payments during the Revolving Period and the Amortisation Period ........................................................ 83

Interest Priority of Payments .............................................................................................................................. 83Principal Priority of Payments............................................................................................................................ 84Priority of Payments during the Accelerated Amortisation Period........................................................................ 85

DESCRIPTION OF THE NOTES AND THE RESIDUAL UNITS......................................................................... 87General .................................................................................................................................................................. 87

Transferable Securities and Financial Instruments .............................................................................................. 87Book-Entry Securities and Registration............................................................................................................... 87Transfer............................................................................................................................................................. 87Regulatory Capital Treatment of the Class A Notes ............................................................................................. 87Issue and Listing ................................................................................................................................................ 88Placement and subscription................................................................................................................................ 89Paying Agency Agreement .................................................................................................................................. 89Rating................................................................................................................................................................ 89Class B Notes and Residual Units ....................................................................................................................... 89

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WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES .................................................................................. 90General .................................................................................................................................................................. 90Weighted Average Life of the Class A Notes........................................................................................................... 90

DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT................................................... 93General Characteristics of the Assets Allocated to the Compartment ........................................................................ 93

General Description of the Assets Allocated to the Compartment......................................................................... 93Allocation of the cash flows generated by the Assets Allocated to the Compartment.............................................. 94

DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES.......................................... 95Transfer of Receivables to the FCT......................................................................................................................... 95Eligibility Criteria .................................................................................................................................................. 95

Contracts Eligibility Criteria.............................................................................................................................. 95Receivables Eligibility Criteria........................................................................................................................... 98Undertakings with respect to the Receivables - Global Portfolio Limits................................................................ 99Ancillary Rights ............................................................................................................................................... 100

STATISTICAL INFORMATION RELATING TO THE INITIAL PORTFOLIO OF RECEIVABLES............. 101General Financial Characteristics .......................................................................................................................... 101Information relating to the initial portfolio of Receivables...................................................................................... 101

HISTORICAL PERFORMANCE DATA.............................................................................................................. 108

DESCRIPTION OF THE MASTER PURCHASE AGREEMENT....................................................................... 114Introduction.......................................................................................................................................................... 114Assignment of the Receivables.............................................................................................................................. 114

Assignment of Initial Receivables on the First Purchase Date............................................................................ 114Transfer of Additional Receivables on the Subsequent Purchase Dates .............................................................. 114

Representation and Warranties of the Seller........................................................................................................... 115Representation and warranties relating to the Seller.......................................................................................... 115Representations and Warranties relating to the conformity of the Series of Receivables...................................... 116

Covenants of the Seller......................................................................................................................................... 116Sale of the Cars................................................................................................................................................ 116Other covenants ............................................................................................................................................... 117

Purchase Price of the Receivables ......................................................................................................................... 120Failure to conform and remedies ........................................................................................................................... 120

General............................................................................................................................................................ 120Remedies in case of non-conformity .................................................................................................................. 121Limits of the remedies in case of non-conformity ............................................................................................... 122

General Reserve Fund........................................................................................................................................... 122Benefit of the Master Purchase Agreement ............................................................................................................ 123Seller Performance Undertakings and Performance Reserve Fund.......................................................................... 124Assignment of Purchased Receivables which are due or accelerated....................................................................... 126Termination of the Master Purchase Agreement..................................................................................................... 126Governing Law .................................................................................................................................................... 126

DESCRIPTION OF THE MASTER SERVICING AGREEMENT ...................................................................... 127Appointment of the Servicer ................................................................................................................................. 127Duties of the Servicer ........................................................................................................................................... 127

Servicing Procedures ....................................................................................................................................... 127Collection of the Purchased Receivables ........................................................................................................... 127Custody of the Documents ................................................................................................................................ 128Information...................................................................................................................................................... 128Sub-contracts ................................................................................................................................................... 128

Servicing Fees...................................................................................................................................................... 128Representation and warranties of the Servicer........................................................................................................ 129Covenants of the Servicer ..................................................................................................................................... 130

Individual Insurer ............................................................................................................................................ 130Other covenants ............................................................................................................................................... 130

Renegotiations...................................................................................................................................................... 132

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Contentious Renegotiations .............................................................................................................................. 132Commercial Renegotiations.............................................................................................................................. 132

Commingling Reserve .......................................................................................................................................... 133Servicer Termination Events................................................................................................................................. 134Termination of the Master Servicing Agreement.................................................................................................... 135Governing Law .................................................................................................................................................... 135

DESCRIPTION OF THE DATA PROTECTION AGREEMENT........................................................................ 136Appointment of the Data Protection Agent ............................................................................................................ 136Encrypted Data..................................................................................................................................................... 136Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data Protection Agent ...... 136Delivery of the Decryption Key by the Data Protection Agent................................................................................ 137Termination of the Data Protection Agreement...................................................................................................... 137General ................................................................................................................................................................ 137Governing Law .................................................................................................................................................... 138

SPECIALLY DEDICATED BANK ACCOUNT.................................................................................................... 139Specially Dedicated Account Bank Agreement...................................................................................................... 139Operation until notification by the Management Company..................................................................................... 139

Credit .............................................................................................................................................................. 139Debit................................................................................................................................................................ 139

Change of Specially Dedicated Account Bank....................................................................................................... 141Governing Law .................................................................................................................................................... 141

UNDERWRITING AND MANAGEMENT PROCEDURES ................................................................................ 142General Information ............................................................................................................................................. 142

Organisation.................................................................................................................................................... 142Description of Credipar's regional network....................................................................................................... 142

Underwriting and validation of the lease applications ............................................................................................ 143Underwriting procedures.................................................................................................................................. 143

Risk assessment.................................................................................................................................................... 143Credit scoring.................................................................................................................................................. 143Behavioural scoring ......................................................................................................................................... 144Assessment of the financial solvency of the Debtors........................................................................................... 144Original Loan to Value ratio (OLTV)................................................................................................................ 144External databases ........................................................................................................................................... 144Levels of decision making................................................................................................................................. 145Validation of applications................................................................................................................................. 145

Management of performing leases and collection procedures ................................................................................. 145Prepayments .................................................................................................................................................... 145Late payments and litigation............................................................................................................................. 145Sale of the vehicles ........................................................................................................................................... 146Personal insolvency management (Neiertz procedure)....................................................................................... 146

DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER..................................................... 147Banque PSA Finance in France ............................................................................................................................. 148Crédipar............................................................................................................................................................... 148Key Figures of the Seller ...................................................................................................................................... 148Retention and disclosure requirements under the Capital Requirements Directive ................................................... 149

USE OF PROCEEDS ............................................................................................................................................. 151

TERMS AND CONDITIONS OF THE NOTES.................................................................................................... 1521. Form, Denomination and Title...................................................................................................................... 1522. Status and Relationship between the Class A Notes and the Class B Notes..................................................... 153

(a) Status .................................................................................................................................................. 153(b) Relationship between the Class A Notes, the Class B Notes and the Residual Units ................................ 153(c) Priority of Payments during the Revolving Period and the Amortisation Period..................................... 153

3. Interest ........................................................................................................................................................ 157(a) General ............................................................................................................................................... 157

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(b) Payment Dates and Interest Periods..................................................................................................... 157(c) Rate of Interest on the Notes................................................................................................................. 158(d) Determination of rate of Interest and calculation of the interest amount ................................................ 158(e) Interest Rate Swap Agreements ............................................................................................................ 159

4. Redemption ................................................................................................................................................. 159(a) Revolving Period ................................................................................................................................. 159(b) Partial Early Amortisation................................................................................................................... 159(c) Amortisation Period............................................................................................................................. 159(d) Accelerated Amortisation Period.......................................................................................................... 160(e) Determination of the amortisation of the Notes ..................................................................................... 160

5. Payments ..................................................................................................................................................... 161(a) Method of Payment .............................................................................................................................. 161(b) Initial Paying Agent............................................................................................................................. 162(c) Payments made on Business Days ........................................................................................................ 163

6. Prescription.................................................................................................................................................. 1637. Representation of the Noteholders ................................................................................................................ 163

(a) The Masse ........................................................................................................................................... 163(b) Status of each Masse............................................................................................................................ 163(c) Noteholder Representative ................................................................................................................... 164(d) Noteholders' Meetings.......................................................................................................................... 165

8. Notice to Noteholders................................................................................................................................... 1669. Limited Recourse and Assets Allocated to the Compartment ......................................................................... 16610. Further Issues .......................................................................................................................................... 16711. Governing Law and Submission to Jurisdiction......................................................................................... 167

(a) Governing Law.................................................................................................................................... 167(b) Submission to Jurisdiction.................................................................................................................... 167

FRENCH TAXATION REGIME........................................................................................................................... 168

DESCRIPTION OF THE COMPARTMENT ACCOUNTS.................................................................................. 170Compartment Account Bank Agreement ............................................................................................................... 170

The Compartment Accounts.............................................................................................................................. 170Opening of Collateral Accounts ........................................................................................................................ 173Release of the General Reserve......................................................................................................................... 173Release of the Commingling Reserve................................................................................................................. 173Release of the Performance Reserve ................................................................................................................. 174Allocation of the Compartment Accounts........................................................................................................... 174Downgrading of the Rating and Resignation of the Compartment Account Bank................................................. 174Governing Law ................................................................................................................................................ 174

Credit and debit of the Compartment Accounts...................................................................................................... 174

NO RECOURSE OR LIMITED RECOURSE AGAINST THE FCT.................................................................... 176

CREDIT STRUCTURE.......................................................................................................................................... 177Excess Margin and Hedging Mechanisms.............................................................................................................. 177

Representations and warranties related to the Purchased Receivables ............................................................... 177Excess Margin ................................................................................................................................................. 177Interest Rate Swap Agreements......................................................................................................................... 177Junior Swap Agreement.................................................................................................................................... 181General............................................................................................................................................................ 181Subordination .................................................................................................................................................. 181

General Reserve Fund........................................................................................................................................... 182General Reserve Cash Deposit.......................................................................................................................... 182Purpose of the General Reserve Cash Deposit................................................................................................... 182Investment of the General Reserve Cash Deposit ............................................................................................... 182General Reserve Required Amount ................................................................................................................... 182Reimbursement of the General Reserve Cash Deposit........................................................................................ 183

Credit Enhancement ............................................................................................................................................. 183Class A Notes................................................................................................................................................... 183

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Class B Notes................................................................................................................................................... 183Global Level of Credit Enhancement..................................................................................................................... 183

DESCRIPTION OF DEUTSCHE BANK AS INTEREST RATE SWAP COUNTERPARTY ............................. 184

DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTERPARTY.............................................. 185

COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES ........................................................ 186Introduction.......................................................................................................................................................... 186Authorised Investments ........................................................................................................................................ 186Investment rules ................................................................................................................................................... 186Compartment Cash Management Agreement......................................................................................................... 187Termination of the Compartment Cash Management Agreement............................................................................ 187Resignation of the Compartment Cash Manager .................................................................................................... 187Governing law...................................................................................................................................................... 187

LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THERECEIVABLES ..................................................................................................................................................... 188

Introduction.......................................................................................................................................................... 188Liquidation........................................................................................................................................................... 188Clean-up Offer ..................................................................................................................................................... 188Repurchase of the Purchased Receivables.............................................................................................................. 188Liquidation Procedure of the Compartment ........................................................................................................... 189

MODIFICATIONS TO THE TRANSACTION..................................................................................................... 191

GOVERNING LAW SUBMISSION TO JURISDICTION................................................................................. 192Jurisdiction........................................................................................................................................................... 192Governing Law .................................................................................................................................................... 192

GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT.......................................... 193Purchased Receivables and income ....................................................................................................................... 193Issued Notes and income ...................................................................................................................................... 193Expenses, fees and income related to the operation of the Compartment................................................................. 193Interest Rate Swap Agreements............................................................................................................................. 194Junior Swap Agreement........................................................................................................................................ 194General Reserve Cash Deposit .............................................................................................................................. 194Amount standing to the credit of the Commingling Reserve Account ..................................................................... 194Amount standing to the credit of the Performance Reserve Account ....................................................................... 194Compartment Cash............................................................................................................................................... 194Income................................................................................................................................................................. 194Liquidation Surplus .............................................................................................................................................. 194Duration of the accounting periods........................................................................................................................ 194Accounting information in relation to the FCT ...................................................................................................... 195Accounting information of the Compartment......................................................................................................... 195

THIRD PARTY EXPENSES.................................................................................................................................. 196Management Company......................................................................................................................................... 196Custodian............................................................................................................................................................. 196Servicer................................................................................................................................................................ 196Compartment Account Bank................................................................................................................................. 197Compartment Cash Manager................................................................................................................................. 197Paying Agent........................................................................................................................................................ 197Data Protection Agent........................................................................................................................................... 197Interest Rate Swap Counterparties......................................................................................................................... 197Rating Agencies ................................................................................................................................................... 198General Expenses ................................................................................................................................................. 198

INFORMATION RELATING TO THE COMPARTMENT................................................................................. 199Annual Information .............................................................................................................................................. 199Half-yearly Information........................................................................................................................................ 200

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Additional Information ......................................................................................................................................... 200

SUBSCRIPTION OF THE CLASS A NOTES....................................................................................................... 201Subscription of the Notes...................................................................................................................................... 201Transfer Restrictions ............................................................................................................................................ 201

EEA Standard Selling Restriction...................................................................................................................... 201Belgium ........................................................................................................................................................... 201France ............................................................................................................................................................. 202Ireland............................................................................................................................................................. 202Italy................................................................................................................................................................. 202Japan............................................................................................................................................................... 203Jersey .............................................................................................................................................................. 203Luxembourg..................................................................................................................................................... 203Netherlands...................................................................................................................................................... 203United Kingdom............................................................................................................................................... 204United States of America .................................................................................................................................. 204General............................................................................................................................................................ 204

GENERAL INFORMATION................................................................................................................................. 205

INDEX OF APPENDICES..................................................................................................................................... 206

APPENDIX I GLOSSARY OF DEFINED TERMS............................................................................................ 207

APPENDIX II - NOTES DESCRIPTION TABLE ................................................................................................ 235

APPENDIX III - RATINGS ................................................................................................................................... 236

APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH................................................. 237

APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY S&P ...................................................... 238

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STATUTORY AUDITORS OF THE COMPARTMENT

Deloitte185, avenue Charles-de-Gaulle92524 Neuilly-sur-Seine Cedex

France

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STRUCTURE DIAGRAM OF THE TRANSACTION

FCT Auto ABS Compartiment 2012-1

Auto-leases1,080 bn

Tranche A(AAA)

Tranche B

Seller(Crédipar)

Investors

BPF

Swap Counterparties

Management Company(France Titrisation)

Custodian(BPF)

Compartment AccountBank (CACIB)

Data Protection Agent(BNP Paribas SS)

Principal &interest

Back-to-BackSwap

Principal &interest

Sale ofReceivables

Paying Agent(CACEIS)

BPFJunior Swap

SeniorSwap

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SUMMARY OF THE TRANSACTION

The attention of potential investors in Class A Notes is drawn to the fact that the following section onlysets out a summary of the information relating to the FCT and the Compartment and should beconsidered by reference to the information contained in the General Memorandum and to the detailedinformation provided in this Prospectus. In addition, as the nominal amount of the Class A Notes will begreater than EUR 100,000, the following section is not, and is not to be regarded as, a résumé in thesense of article 212-8 of the AMF General Regulations (Règlement Général de l Autorité des MarchésFinanciers). Capitalised words or expressions shall have the meanings given to them in the glossary ofterms in Appendix I to this Prospectus.

FCT AUTO ABS FCT, is a French fonds commun de titrisation àcompartiments jointly established on 25 November 2010 by theManagement Company and the Custodian.

The FCT is governed by the provisions of articles L. 214-5, L. 214-42-1to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R.214-109 of the French Monetary and Financial Code and by its GeneralRegulations.

In accordance with article L. 214-49-4 of the French Monetary andFinancial Code, the FCT is a co-ownership entity (copropriété) ofreceivables which does not have a legal personality (personnalitémorale).

The FCT is neither subject to the provisions of the French Civil Coderelating to the rules of co-ownership (indivision) nor to the provisions ofarticles 1871 to 1873 of the French Civil Code relating to partnerships(sociétés en participation).

Compartment AUTO ABS FCT COMPARTIMENT 2012-1 is the third compartment ofthe FCT. The Compartment is governed by the provisions of articlesL. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7and R. 214-92 to R. 214-109 of the French Monetary and Financial Codeand also by the General Regulations and the Compartment Regulations.The Compartment will be established on the Closing Date, which is alsothe First Purchase Date.

Management Company France Titrisation, a French société par actions simplifiée with a sharecapital of 240,160, whose registered office is located at 41, Avenue delOpéra, 75002 Paris (France), registered with the Trade and CompaniesRegistry of Paris (France) under number 353 053 531, licensed by theAMF (Autorité des Marchés Financiers) as management company ofFrench securitisation vehicles (organismes de titrisation).

References in this Prospectus to the Management Company will bedeemed, unless the context requires otherwise, to be references to theManagement Company acting in the name, and on behalf, of the FCT inrespect 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 andCompanies Registry of Paris (France) under number 325 952 224,licensed as a credit institution by the Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et desEntreprises d Investissement) (now the Autorité de Contrôle Prudentiel)in its capacity as founder of the Compartment and Custodian of theAssets Allocated to the Compartment and, more generally, as co-founderof the FCT and Custodian of the assets of the FCT, under theCompartment Regulations and the General Regulations.

Seller Compagnie Générale de Crédit aux Particuliers or Crédipar, a Frenchsociété anonyme with a share capital of 107,300,016, whoseregistered office is located at 12, Avenue André Malraux, 92300Levallois Perret (France), registered with the Trade and CompaniesRegistry of Nanterre (France) under number 317 425 981, licensed as acredit institution (établissement de crédit) with the status of a bank(banque) by the Credit Institutions and Investment CompaniesCommittee (Comité des Etablissements de Crédit et des Entreprisesd Investissement) (now the Autorité de Contrôle Prudentiel). Crédipar is99.99% owned by Banque PSA Finance.

Pursuant to the Master Purchase Agreement, the Seller shall be entitledto substitute, in relation to its rights and obligations, any other entity,existing or newly created, intended to take over its activities by way ofmerger, demerger, contribution in part or in whole of assets, or in anyother way between it and any entity of the PSA Group, including anychange into another corporate form or branch, provided that theconditions precedent set out in the Master Purchase Agreement aresatisfied and in particular but without limitation that such substitutionshall not result, in the reasonable opinion of the Management Company,in the placement on negative outlook or as the case may be on ratingwatch negative or on review for possible downgrade , or thedowngrading or the withdrawal of any of the ratings of the Class A Notesor that such substitution limits such downgrading or avoids suchwithdrawal.

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 andCompanies Registry of Nanterre (France) under number 317 425 981,licensed as a credit institution (établissement de crédit) with the status ofa bank (banque) by the Credit Institutions and Investment CompaniesCommittee (Comité des Etablissements de Crédit et des Entreprisesd Investissement) (now the Autorité de Contrôle Prudentiel). Crédipar is99.99% owned by Banque PSA Finance. In accordance with theprovisions of article L. 214-46 of the French Monetary and FinancialCode, the Management Company, with the prior approval of theCustodian, has appointed the Seller as Servicer in relation to thePurchased Receivables under the Master Servicing Agreement.

Pursuant to the Master Servicing Agreement, the Servicer shall beentitled to substitute, in relation to its rights and obligations, any otherentity, existing or newly created, intended to take over its activities byway of merger, demerger, contribution in part or in whole of assets, or inany other way between it and any entity of the PSA Group, including any

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change into another corporate form or branch, provided that theconditions precedent set out in the Master Servicing Agreement aresatisfied and in particular but without limitation that such substitutionshall not result, in the reasonable opinion of the Management Company,in the placement on negative outlook or as the case may be on ratingwatch negative or review for possible downgrade , or the downgradingor the withdrawal of any of the ratings of the Class A Notes or that suchsubstitution limits such downgrading or avoids such withdrawal.

Specially DedicatedAccount Bank

Crédit Agricole SA, a French société anonyme with a share capital of 7,494,061,611, whose registered office is located at 91, BoulevardPasteur, 75015 Paris (France), registered with the Trade and CompaniesRegistry of Paris (France) under number 784 608 416, licensed as acredit institution (établissement de crédit) with the status of bank(banque) by the French Credit Institutions and Investment CompaniesCommittee (Comité des Etablissements de Crédit et des Entreprisesd Investissement) (now the Autorité de Contrôle Prudentiel).

CompartmentAccount Bank

Crédit Agricole Corporate and Investment Bank, a French sociétéanonyme with a share capital of 7,254,575,271, whose registered officeis located at 9, quai du Président Paul Doumer, 92 920 Paris La DéfenseCedex (France), registered with the Trade and Companies Registry ofNanterre (France) under number 304 187 701, licensed as a creditinstitution (établissement de crédit) with the status of bank (banque) bythe French Credit Institutions and Investment Companies Committee(Comité des Etablissements de Crédit et des Entreprisesd Investissement) (now the Autorité de Contrôle Prudentiel).

Pursuant to the Compartment Account Bank Agreement:

(a) the Management Company (i) may on giving a 30-day priorwritten notice or (ii) shall within fifteen (15) Business Days, if theCompartment Account Bank ceases to have the Account BankRequired Ratings (as defined below), terminate the appointmentof the Compartment Account Bank; and

(b) the Compartment Account Bank may resign on giving a 30-dayprior written notice to the Management Company and theCustodian,

provided that the conditions precedent set out therein are satisfied (andin particular but without limitation that a new compartment account bankwith the Account Bank Required Ratings has been effectively appointed).

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CompartmentCash 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 andCompanies Registry of Paris (France) under number 325 952 224,licensed as a credit institution by the Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et desEntreprises d Investissement) (now the Autorité de Contrôle Prudentiel).

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

(a) the Management Company may on giving a 30-day prior writtennotice, terminate the appointment of the Compartment CashManager; and

(b) the Compartment Cash Manager may resign on giving a 30-dayprior written notice to the Management Company and theCustodian,

provided that the conditions precedent set out therein are satisfied (and inparticular but without limitation that a new compartment cash manager hasbeen effectively appointed).

Paying Agent CACEIS Corporate Trust, a French société anonyme with a share capitalof 12,000,000, whose registered office is located at 1, place Valhubert,75013 Paris (France), registered with the Trade and Companies Registryof Paris (France) under number 439 430 976, licensed as an investmentservices provider (prestataire de services d investissement) with thestatus of an investment firm (entreprise d investissement) by the CreditInstitutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d Investissement) (now theAutorité de Contrôle Prudentiel).

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

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

(b) the Paying Agent may resign on giving a 30-day prior writtennotice to the Management Company and the Custodian,

provided that the conditions precedent set out therein are satisfied (andin particular but without limitation that a new paying agent has beeneffectively appointed).

Interest Rate SwapCounterparties

Each of:

(a) Deutsche Bank AG, a stock corporation (Aktiengesellschaft)incorporated under the laws of Germany, acting through itsLondon branch at Winchester House, 1 Great Winchester Street,London EC2N 2DB, United Kingdom; and

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

Each of the Interest Rate Swap Counterparties has entered into an

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Interest Rate Swap Agreement with the FCT, pursuant to which it hasbeen appointed as Interest Rate Swap Counterparty (subject to the rightof the Management Company and of the relevant Interest Rate SwapCounterparty to terminate such Interest Rate Swap Agreement inaccordance with its terms).

Joint Arrangers Each of:

(a) Deutsche Bank AG, a stock corporation (Aktiengesellschaft)incorporated under the laws of Germany, acting through itsLondon branch at Winchester House, 1 Great Winchester Street,London EC2N 2DB, United Kingdom; and

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

Joint Lead Managers Each of:

(a) Deutsche Bank AG, a stock corporation (Aktiengesellschaft)incorporated under the laws of Germany, acting through itsLondon branch at Winchester House, 1 Great WinchesterStreet, London EC2N 2DB, United Kingdom;

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

Junior Swap Provider 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 andCompanies Registry of Paris (France) under number 325 952 224,licensed as a credit institution by the Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et desEntreprises d Investissement) (now the Autorité de Contrôle Prudentiel).

The Junior Swap Provider has entered into the Junior Swap Agreementwith the FCT in respect of the Class B Notes (subject to the right of theManagement Company to terminate such Junior Swap Agreement inaccordance with its terms).

Data Protection Agent BNP Paribas Securities Services, a French société en commandite paractions with a share capital of 165,279,835, whose registered office islocated at 3, rue d Antin, 75002 Paris (France) registered with the Tradeand Companies Registry of Paris (France) under number 552 108 011,licensed as a credit institution (établissement de crédit) with the status ofbank (banque) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et desEntreprises d Investissement) (now the Autorité de Contrôle Prudentiel),acting through its office located at Les Grands Moulins de Pantin, 9, ruedu Débarcadère, 93500 Pantin (France), in its capacity as data protectionagent under the terms of the Data Protection Agreement.

Upon termination of the appointment of the Servicer pursuant to theMaster Servicing Agreement (or from the occurrence of the ServicerTermination Event if necessary to protect the interest of the FCT) andsubject to the receipt from the Data Protection Agent of the DecryptionKey in accordance with the terms of the Data Protection Agreement, the

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Management Company will (or will instruct any substitute servicer or anythird party appointed by it with the prior approval of the Custodian (suchapproval not to be unreasonably withheld or delayed and, if theManagement Company considers, having regards to the interest of theNoteholders and Residual Unitholders, that the Custodian is holding ordelaying its consent unreasonably, the Management Company shall beentitled to set aside the opinion of the Custodian) to) (i) notify the Obligorsof the assignment of the relevant Receivables to the FCT and (ii) instructthe Obligors to pay any amount owed under the Purchased Receivablesinto the General Collection Account or any account specified by theManagement Company (or the relevant third party or substitute servicer)in the notification.

Assets Allocated to theCompartment

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

(a) all Purchased Receivables that the Compartment may purchasefrom time to time under the terms of the Master PurchaseAgreement;

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

(c) the Compartment Cash;

(d) any Net Senior Swap Amounts and any other amount to bereceived, as the case may be, from the Interest Rate SwapCounterparties, in respect of the Interest Rate SwapAgreements;

(e) any Net Junior Swap Amounts and any other amount to bereceived, as the case may be, from the Junior Swap Provider inrespect of the Junior Swap Agreement;

(f) any Authorised Investments and income relating to anyAuthorised Investments; and

(g) any other rights transferred or attributed to the Compartmentunder the terms of the Transaction Documents.

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

(a) all cash collections (payments of principal, interest, arrears, latepayments, penalties and ancillary payments) collected by theServicer during such Collection Period in relation to thePurchased Receivables (to the exclusion, for the avoidance ofdoubt, of any amount related to VAT, any insurance premium orservices fees related thereto) (including (aa) Prepayments (andthe related prepayment penalties), (bb) all Recoveries, (cc) allamounts paid in connection with (x) the indemnity payment paidby the Seller in respect of non-compliant Receivables and thetermination of the assignment of any Purchased Receivable(subject to any set-off with the payment of the Purchase Price ofPurchased Receivables to be purchased on the relevantPurchase Date) and/or (y) the indemnity payment paid by theSeller in the event of Commercial Renegotiation of anyReceivable (subject to any set-off with the payment of thePurchase Price of Purchased Receivables to be purchased onthe relevant Purchase Date) and (dd) any amounts paid to

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Crédipar by the Collective Insurers under the CollectiveInsurance Contracts);

(b) any amount debited by the Management Company from theCommingling Reserve Fund on that Settlement Date in theevent of a breach by the Servicer of its financial obligations(obligations financières) during that Collection Period under theMaster Servicing Agreement; and

(c) any amount debited by the Management Company from thePerformance Reserve Fund on that Settlement Date in theevent of a breach by the Seller of any Seller PerformanceUndertakings during that Collection Period.

plus or minus, as the case may be any Adjusted Available Collectionsand it being understood that:

(i) the Commingling Reserve Fund shall not form part of AvailableCollections as long as the Servicer complies with its financialobligations under the Master Servicing Agreement; and

(ii) the Performance Reserve Fund shall not form part of AvailableCollections as long as no Compensation Payment Obligationsbecome due and payable by the Seller.

Compartment Accounts All payments received or to be received by the Compartment shall becredited to the Compartment Accounts opened with the CompartmentAccount Bank in accordance with the terms of the Compartment AccountBank 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 Performance Reserve Account;

(f) the Commingling Reserve Account; and

(g) the Collateral Accounts (as the case may be).

The Compartment Accounts will be credited and debited upon instructionsgiven by the Management Company in accordance with the provisions ofthe Compartment Regulations, to the extent of available funds standing tothe credit of such Compartment Accounts.

General Reserve Account Under the Master Purchase Agreement, on the Closing Date, the Sellerhas undertaken to guarantee the performance of the PurchasedReceivables, up to a limit equal to the amount of the General ReserveCash Deposit in accordance and subject to the provisions of the ReserveCash Deposits Agreement.

In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of theFrench Monetary and Financial Code and with the provisions of theReserve Cash Deposits Agreement, as security for the full and timelypayment of its financial obligations (obligations financières) under such

PAR3322943 24

performance guarantee, the Seller will make, on the Closing Date, theGeneral Reserve Cash Deposit with the FCT (remise d espèces en pleinepropriété à titre de garantie). This General Reserve Cash Deposit ismade once and for all and neither the Seller nor any other entity within thePSA Group will be obliged to replenish that General Reserve CashDeposit nor to pay any additional amount in cash under that performanceguarantee after the Closing Date.

The General Reserve Cash Deposit will be equal to one (1) per cent. ofthe aggregate of the Initial Principal Amount of the Class A Notes and theInitial Principal Amount of the Class B Notes. The General Reserve CashDeposit will constitute the initial balance standing to the credit of theGeneral Reserve Account.

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

During the Revolving Period and the Amortisation Period, the GeneralReserve Account will be:

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

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

During the Accelerated Amortisation Period, the General Reserve Accountwill be:

(a) on each Settlement Date, debited in full in order to credit theGeneral Collection Account with the amount of the GeneralReserve; and

(b) on each Payment Date, as applicable, replenished so that theamount standing to the credit of the General Reserve Account isequal to the General Reserve Required Amount applicable on thatPayment Date, by the transfer of monies from the GeneralCollection Account to the General Reserve Account, in accordancewith and subject to the Accelerated Priority of Payments.

Upon the liquidation of the Compartment and subject to the full payment ofany amounts ranking in higher priority pursuant to the Accelerated Priorityof Payments, an amount equal to the part of the General Reserve CashDeposit not otherwise used or reimbursed on a preceding Payment Datewill be retransferred to the Seller.

In accordance with the provisions of the Compartment Cash ManagementAgreement, the Management Company shall be responsible for giving therequired instructions to the Compartment Cash Manager, the Custodianand the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the General Reserve Account and paying to

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Crédipar the financial proceeds resulting from such investment beingcredited to the General Reserve Account. Such financial proceeds shallbe directly paid to Crédipar on each Payment Date outside any Priority ofPayments.

Performance ReserveAccount

The Performance Reserve aims at guaranteeing the financial obligation ofthe Seller to indemnify the FCT by paying an amount equal to theOutstanding Principal Discounted Balance in respect of the relevant AutoLease Contract (the Compensation Payment Obligation ), in case of abreach by the Seller of the Seller Performance Undertakings , beingthe undertakings to ensure:

(a) the continuation of all Auto Lease Contracts in accordance with theusual management and operational procedures of the Seller andthe provisions of the Transaction Documents and the full paymentof all amounts collected in relation to the Purchased Receivables tothe General Collection Account;

(b) in the event that any Debtor defaults under the relevant Auto LeaseContract or does not exercise the Residual Value Purchase Optionat maturity of such Auto Lease Contract, the recovery (orattempted recovery) and sale of the relevant Car in accordancewith the usual management and operational procedures of theSeller and the full payment of the relevant Car Sale Receivables tothe General Collection Account within ninety (90) Business Daysafter the termination of the relevant Auto Lease Contract;

(c) the compliance with each of the covenants as set out in SectionDESCRIPTION OF THE MASTER PURCHASE AGREEMENT

Covenants Sale of the Cars of this Prospectus; and

(d) the compliance with the provisions set out in SectionDESCRIPTION OF THE MASTER PURCHASE AGREEMENT

Benefit of the Master Purchase Agreement of this Prospectus.

In the event that the Seller has failed to comply with the SellerPerformance Undertaking (b) (as described above) within 90-BusinessDay, the Seller shall, within the immediately following ten (10) BusinessDays, provide the Management Company with elements demonstratingthat (i) it has used its best efforts to recover and sell the relevant Car inaccordance with its usual management and operational procedures and(ii) an external reason is delaying the recovery and/or the sale of suchCar. At the end of such ten (10) Business Days, the ManagementCompany shall analyse the elements provided to it by the Seller and, onthis basis, decide whether:

(a) to grant an additional period of time to the Seller to comply withthe Seller Performance Undertaking (b); or

(b) to declare the Seller as having breached such Seller PerformanceUndertaking (b).

The Performance Reserve Fund will constitute the amount standing to thecredit of the Performance Reserve Account at any time (it beingunderstood that all amounts of interest received from the investment of thePerformance Reserve Fund and standing, as the case may be, to thecredit of the Performance Reserve Account, shall not be taken intoaccount).

On the Closing Date, the Seller will credit the Performance Reserve

PAR3322943 26

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

On each Settlement Date during the Revolving Period, the Seller willcredit the Performance Reserve Account with the Performance ReserveCash Deposit Additional Amount, being equal to 1.5 per cent. of theaggregate of the Purchase Price of all Purchased Receivables which havebeen transferred to the FCT on the immediately preceding Purchase Date,as security for the due and timely payment of all Compensation PaymentObligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 ofthe French Monetary and Financial Code (remise d espèces en pleinepropriété à titre de garantie).

On any Payment Date and as long as no Compensation PaymentObligations have become due and payable by the Seller, the amount ofthe Performance Reserve to be released to the Seller outside any Priorityof Payments, will be calculated as follows:

(a) if the Residual Value Purchase Option has been exercised underan Auto Lease Contract at maturity and the relevant proceedshave been paid to the FCT during the Collection Period precedingthe relevant Payment Date, 1.5 percent of the Purchase Price ofsuch Auto Lease Contract;

(b) in case of a default under an Auto Lease Contract or if theResidual Value Purchase Option has not been exercised under anAuto Lease Contract at maturity during the Collection Periodpreceding the relevant Payment Date:

(i) 5% of the Car Sale Proceeds effectively transferred to theFCT by the Seller in respect of Auto Lease Contract duringthat Collection Period, limited to 1.5 percent of the PurchasePrice of the relevant Auto Lease Contract; or

(ii) 1.5 per cent of the Purchase Price of the relevant AutoLease Contract, only if it has been paid in full.

In the event of a breach by the Seller of any of the Seller PerformanceUndertakings (a), (b), (c) or (d), there shall no longer be any release of thePerformance Reserve to the Seller. The Management Company will beentitled (i) to set-off the restitution obligations of the FCT under thePerformance Reserve Cash Deposit against the then due and payableCompensation Payment Obligations, up to the lowest of the two amounts,in accordance with articles L. 211-38 et seq. of the French Monetary andFinancial Code and to apply the corresponding funds as part of theAvailable Collections in accordance with the Priority of Payments on theimmediately following Payment Date (or on that date if it is a PaymentDate), without the need to give prior notice of intention to enforce its rightsunder the Performance Reserve (sans mise en demeure préalable) and(ii) in any case, use the Performance Reserve Fund as may be necessaryto ensure the continued sale of the Cars and the crediting of thecorresponding proceeds to the General Collection Account.

As long as the Seller complies with each of the Seller PerformanceUndertakings (failing which the above provisions shall apply), it has been

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expressly agreed that the Performance Reserve shall not be included inthe Available Collections of any Collection Period and shall not be appliedto cover any payments due in accordance with and subject to theapplicable Priority of Payments, nor to cover any Debtors or any Obligorsdefaults.

Upon liquidation of the Compartment and subject to the Seller havingcomplied in full with its Seller Performance Undertakings, the amountstanding to the credit of the Performance Reserve Account will bereleased and retransferred directly to the Seller.

In accordance with the provisions of the Compartment Cash ManagementAgreement, the Management Company shall be responsible for giving therequired instructions to the Compartment Cash Manager, the Custodianand the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the Performance Reserve Account and paying toCrédipar the financial proceeds resulting from such investment beingcredited to the Performance Reserve Account. Such financial proceedsshall be directly paid to Crédipar on each Payment Date outside anyPriority of Payments.

Commingling ReserveAccount

The Commingling Reserve is made available to protect the Compartmentagainst the risk of delay or default of the Servicer in its financialobligations (obligations financières) under the Master ServicingAgreement (including, without limitation, its obligation to transfer theAvailable Collections to the FCT).

The Commingling Reserve Fund will constitute the amount standing to thecredit of the Commingling Reserve Account at any time and shall at leastbe equal to the Commingling Reserve Required Amount (it beingunderstood that all amounts of interest received from the investment of theCommingling Reserve Fund and standing, as the case may be, to thecredit of the Commingling Reserve Account, shall not be taken intoaccount).

On the Closing Date, the Servicer will credit the Commingling ReserveAccount with the Commingling Reserve Required Amount applicable onthe Closing Date, as security for the full and timely payment of all itsfinancial obligations (obligations financières), contingent and future,towards the FCT, in relation to the Compartment, arising under the MasterServicing Agreement, pursuant to articles L. 211-36 and L. 211-38 to L.211-40 of the French Monetary and Financial Code (remise d espèces enpleine propriété à titre de garantie).

On any Settlement Date, if the Commingling Reserve needs to beadjusted in order to comply with the Commingling Reserve RequiredAmount, such adjustment shall be made, as applicable:

(i) by the Servicer, by remitting, in accordance with articles L. 211-36and L. 211-38 to L. 211-40 of the French Monetary and FinancialCode (remise d espèces en pleine propriété à titre de garantie),the necessary amounts to the Commingling Reserve Account onsuch Settlement Date; or

(ii) by the Management Company, by releasing and repaying theexcess of (i) the amount standing to the credit of the ComminglingReserve Account over (ii) the Commingling Reserve RequiredAmount directly to the Servicer on the immediately following

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Payment Date,

it being understood that all amounts of interest received from theinvestment of the Commingling Reserve and standing, as the case maybe, to the credit of the Commingling Reserve Account, shall not be takeninto account.

In the event of a breach by the Servicer of any of its financial obligations(obligations financières) under the Master Servicing Agreement, theManagement Company will be entitled to set-off the restitution obligationsof the FCT under the Commingling Reserve against the amount of thebreached financial obligations (obligations financières) of the Servicer, upto the lowest of (i) the unpaid amount in respect of such financialobligations (obligations financières); and (ii) the amount then standing tothe credit of the Commingling Reserve Account, in accordance the articleL. 211-38 of the French Monetary and Financial Code and to apply thecorresponding funds as part of the Available Collections in accordancewith 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 priornotice of intention to enforce the Commingling Reserve (sans mise endemeure préalable).

As long as the Servicer meets its financial obligations (obligationsfinancières) under the Master Servicing Agreement (failing which theabove provisions shall apply), it has been expressly agreed that theCommingling Reserve shall not be included in the Available Collections ofany Collection Period and shall not be applied to cover any payments duein accordance with and subject to the applicable Priority of Payments, norto cover any Obligors defaults.

Upon liquidation of the Compartment and subject to the Servicer havingcomplied in full with its financial obligations (obligations financières) underthe Master Servicer Agreement, the amount standing to the credit of theCommingling Reserve Account will be released and retransferred directlyto the Servicer.

In accordance with the provisions of the Compartment Cash ManagementAgreement, the Management Company shall be responsible for giving therequired instructions to the Compartment Cash Manager, the Custodianand the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the Commingling Reserve Account and paying toCrédipar the financial proceeds resulting from such investment beingcredited to the Commingling Reserve Account. Such financial proceedsshall be directly paid to Crédipar on each Payment Date outside anyPriority of Payments.

Specially Dedicated BankAccount

In accordance with articles L. 214-46-1 and D. 214-103 of the FrenchMonetary and Financial Code and pursuant to the terms of the SpeciallyDedicated Account Bank Agreement, a bank account specially dedicated(compte spécialement affecté) to the benefit of the FCT has been openedby the Servicer with the Specially Dedicated Account Bank (the SpeciallyDedicated Bank Account ).

Pursuant to the Master Servicing Agreement, the Servicer shall in anefficient and timely manner collect, transfer and credit directly or indirectlyto the Specially Dedicated Bank Account all Available Collections receivedin respect of the Purchased Receivables, provided that the Servicer has

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undertaken vis-à-vis the FCT:

(i) that all Instalment paid by Debtors by direct debit shall be directlycredited to the Specially Dedicated Bank Account withouttransiting via any other account of the Servicer provided that suchdirect debit amount will also include the corresponding VAT, andthe insurance premium and generally the services fees owed bythe relevant Debtor, as applicable; and

(ii) to transfer promptly to the Specially Dedicated Bank Account andin any case within five (5) Business Days after receipt any amountof Available Collections standing to the credit of any other of itsbank accounts as of the close of business, provided that thecorresponding VAT and any amount of insurance premium orservices fees paid by the relevant Debtor shall be deducted fromthe amounts so transferred.

The Specially Dedicated Account Bank is Crédit Agricole SA, a Frenchsociété anonyme with a share capital of 7,494,061,611, whoseregistered 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 FrenchCredit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d Investissement) (now theAutorité de Contrôle Prudentiel)

If the Specially Dedicated Account Bank ceases to have the AccountBank Required Ratings, the Management Company will terminate theSpecially Dedicated Account Bank Agreement and will appoint jointly withthe Custodian (in its capacity as co-founder of the FCT) a new speciallydedicated account bank within thirty (30) Business Days and close theSpecially Dedicated Bank Account, provided that the conditionsprecedent set out therein are satisfied (and in particular but withoutlimitation that an agreement, substantially in the form of the SpeciallyDedicated Account Bank Agreement, has been executed and a newspecially dedicated account has been opened with a new speciallydedicated account bank with the Account Bank Required Ratings).

An entity shall have the Account Bank Required Ratings if itsunsecured, unsubordinated and unguaranteed debt obligations are ratedat least (i) A (long term) and F-1 (short term) by Fitch and (ii) A (longterm) and A-1 (short term) by S&P or, where such entity is not subject toa short-term rating by S&P, A+ (long terme) by S&P.

Either the Specially Dedicated Account Bank or the Servicer (on giving a1-month prior written notice) may terminate the Specially DedicatedAccount Bank Agreement, provided that the conditions precedent set outtherein are satisfied (and in particular but without limitation that a newspecially dedicated account has been opened with an agreement,substantially in the form of the Specially Dedicated Account BankAgreement, has been executed and a new specially dedicated accountbank with the Account Bank Required Ratings).

Priority of Payments Pursuant to the Compartment Regulations, the Management Companywill give instructions to the Custodian, the Compartment Account Bankand the Compartment Cash Manager to ensure that during the RevolvingPeriod, the Amortisation Period and, as the case may be, the

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Accelerated Amortisation Period, payments are made, to the extent ofAvailable Distribution Amount, in accordance with the relevant Priority ofPayments, in a due and timely manner. In order to ensure that all theallocations, distributions and payments are made in a timely manner inaccordance with the Priority of Payments during the Revolving Period,the Amortisation Period and, as the case may be, the AcceleratedAmortisation Period, the Management Company will give appropriateinstructions to the Custodian, the Compartment Account Bank, theServicer, the Compartment Cash Manager, the Interest Rate SwapCounterparties, the Junior Swap Provider and the Paying Agent.

Purchased Receivables The Purchased Receivables assigned to the FCT by the Seller on theFirst Purchase Date and on any Subsequent Purchase Date, during theRevolving Period (which is expected to end no later than on the PaymentDate falling in January 2015) arise from (i) the Auto Lease Contractsbeing (a) Contrats de Crédits-Bails with respect to Auto Lease Contractsentered into with Corporate Debtors ( Professional Auto LeaseContracts ) and (b) Contrats de Locations avec option d'achat withrespect to Auto Lease Contracts entered into with Private Debtors( Consumer Auto Lease Contracts ) and (ii) as the case may be, theCar Sale Contract or the Original Car Purchase Contract entered into inrespect of the corresponding Car. The Purchased Receivablespurchased by the FCT, on any Purchase Date, shall be exclusivelyallocated to the Compartment.

On the Initial Selection Date, the selected initial portfolio of Receivablesrelated to 108,385 Auto Lease Contracts (and the same number of Cars)and the aggregate outstanding principal amount of the correspondingLease Receivables was 1,079,999,529.55 excluding VAT (being anaverage amount of approximately 9,964.47 per Auto Lease Contract)and a weighted average term to maturity of 32.92 months.

Description of the Notesand the Units

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

Form and Denomination

7,236 Class A Notes of 100,000 each with an aggregate amount of 723,600,000 due on 27 July 2026 are issued by the Compartment and

are backed by the Assets Allocated to the Compartment. The Class ANotes are issued by the Compartment at a price of 100 per cent. of theirInitial Principal Amount.

3,564 Class B Notes of 100,000 each with an aggregate amount of 356,400,000 due on 27 July 2026 are issued by the Compartment and

are backed by the Assets Allocated to the Compartment. The Class BNotes are issued by the Compartment at a price of 100 per cent. of theirInitial Principal Amount.

2 Residual Units of 150 each with an aggregate amount of 300 withunlimited duration are issued by the Compartment and are backed by theAssets Allocated to the Compartment. The Residual Units are issued bythe Compartment at a price of 100 per cent. of their Initial PrincipalAmount. The Residual Units are subordinated to the Notes of all classes.

Closing Date

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On 24 July 2012.

Final Legal Maturity Date

Unless previously redeemed, each of the Notes will be redeemed at itsPrincipal Amount Outstanding on the Payment Date falling on 27 July2026 or, if such day is not a Business Day, on the next succeedingBusiness Day, subject to the relevant Priority of Payments to the extentof the Assets Allocated to the Compartment.

Use of Proceeds

The proceeds arising from the issue of the Notes and the Residual Unitsare equal to 1,080,000,300 and such amount will be applied by theManagement Company (i) to fund the purchase of the Initial Receivablesfrom the Seller, on the First Purchase Date and (ii) for an amount equalto the difference between such proceeds and the Principal ComponentPurchase Price, being equal to 770.45, to fund the purchase of theAdditional Receivables from the Seller, on any Subsequent PurchaseDate.

During the Revolving Period, the Compartment will finance the purchaseof Additional Receivables from the Available Principal Amount.

Rate of Interest

The Rate of Interest payable in respect of the Notes of each class will bedetermined by the Management Company on each Interest RateDetermination Date prior to the commencement of each Interest Period.The Rate of Interest in respect of each Interest Period shall be theaggregate of the relevant EURIBOR Reference Rate plus the RelevantMargin.

The Rate of Interest on the Class A Notes is the aggregate of therelevant EURIBOR Reference Rate plus the Relevant Margin of 1.20 percent. per annum. The Rate of Interest on the Class B Notes is theaggregate of the relevant EURIBOR Reference Rate plus the RelevantMargin of 1.50 per cent. per annum.

Ratings

It is a condition to the issuance of the Class A Notes that the Class ANotes are assigned, upon issue, a rating of AAAsf by Fitch and a rating ofAAA(sf) by S&P.

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

A credit rating is not a recommendation to buy, sell or hold securities andmay be subject to revision, suspension or withdrawal at any time by theRating Agencies.

Transferable Securities and Financial Instruments

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

PAR3322943 32

Financial Code.

Book-Entry Securities and Clearing Systems

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

The Class A Notes will, upon issue, (i) be admitted to the operations ofEuroclear France (acting as central depositary) which shall credit theaccounts of Account Holders affiliated with Euroclear France and (ii) beadmitted in the Clearing Systems (see Section GENERALINFORMATION ). In this paragraph, Account Holder shall mean anyinvestment services provider, including Clearstream Banking, sociétéanonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V.( Euroclear Bank S.A./N.V. ). Title to the Class A Notes passes uponthe credit of those Class A Notes to an account of an intermediaryaffiliated with the Clearing Systems. The transfer of the Class A Notes inregistered form shall become effective in respect of the FCT and thirdparties by way of transfer from the transferor s account to the transferee saccount following the delivery of a transfer order (ordre de mouvement)signed by the transferor or its agent. Any fee in connection with suchtransfer shall be borne by the transferee unless agreed otherwise by thetransferor and the transferee.

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

Listing

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

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

Payment Dates andRedemption of the Notes

Revolving Period

During the Revolving Period the Noteholders shall receive payments ofinterest, subject to and in accordance with the Interest Priority ofPayments, but shall not receive payments of principal except in the caseof a Partial Early Amortisation.

Partial Early Amortisation

Subject to no Amortisation Event, Accelerated Amortisation Event orCompartment Liquidation Event having occurred, if, on four (4) successivePurchase Dates, the aggregate of the Outstanding Principal DiscountedBalance of the Performing Auto Lease Contracts, as calculated on theDetermination Date immediately preceding each such Purchase Date(including the aggregate of the Outstanding Principal Discounted Balanceof the Auto Lease Contracts the related Series of Receivables in respectof which are sold by the Seller on the relevant Purchase Date) is less thanor equal to ninety (90) per cent. (but strictly greater than eighty (80) percent.) of the aggregate of the Initial Principal Amount of the Class A Notesand the Initial Principal Amount of the Class B Notes, then, on theimmediately following Payment Date, the Class A Notes, and the Class B

PAR3322943 33

Notes will be subject to mandatory redemption in a total amount equal tothe Partial Early Amortisation Amount. Such a Partial Early Amortisationmay 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 Priority of Payments otherwise applicable forthe amortisation of the Class A Notes and the Class B Notes, the PartialEarly Amortisation Amount shall be exclusively applied to the partialamortisation of the Class A Notes and Class B Notes, on a pari passu andpro rata basis the Principal Amount Outstanding of the Class A Notes andthe Class B Notes.

For the avoidance of doubt, notwithstanding such Partial EarlyAmortisation, the Initial Principal Amount of the Class A Notes and ClassB Notes shall continue to be used as a basis for the purpose ofdetermining whether a Purchase Shortfall has occurred.

Amortisation Period

During the Amortisation Period the Noteholders shall, in addition topayments of interest, receive payments of principal on each PaymentDate commencing on the Payment Date falling in February 2015 and inaccordance with the relevant Priority of Payments.

Following the occurrence of an Amortisation Event during the RevolvingPeriod, the Amortisation Period will be triggered and the Notes shall besubject to partial mandatory redemption on the first Payment Date on orafter such an Amortisation Event and, in addition to payments of interest,payments of principal will be made on each Payment Date in accordancewith the relevant Priority of Payments.

The Class A Noteholders will receive, in addition to payments of interest,payments of principal on each Payment Date (on a pro rata and paripassu basis) until the earlier of the date upon which the Principal AmountOutstanding of each Class A Note is reduced to zero and the Final LegalMaturity Date.

Provided that the Class A Notes have been redeemed in full, the Class BNoteholders will receive, in addition to payments of interest, payments ofprincipal on each Payment Date until the earlier of the date on which thePrincipal Amount Outstanding of each Class B Note is reduced to zeroand the Final Legal Maturity Date.

By way of exception to the above, on a Reduced Payment Date, the Notesshall not be redeemable and no payment of principal shall be owedthereunder. The Reduced Payment Date shall only occur once.

Accelerated Amortisation Period

During the Accelerated Period:

(a) the Class A Noteholders will receive, in addition to payments ofinterest, payments of principal on each Payment Date until theearlier of the date on which the Principal Amount Outstanding ofeach Class A Note is reduced to zero and the Final Legal MaturityDate;

(b) provided that the Class A Notes have been redeemed in full, theClass B Noteholders will receive, in addition to payments of

PAR3322943 34

interest, payments of principal on each Payment Date falling on orafter the date upon which the Class A Notes have been redeemedin full until the earlier of the date on which the Principal AmountOutstanding of each Class B Note is reduced to zero and the FinalLegal Maturity Date; and

(c) payments of principal and interest due on the Class A Notes willrank prior to payments of principal and interest due in respect ofthe Class B Notes.

Liquidation of theCompartment - Clean-upOffer

Pursuant to the Master Purchase Agreement and upon the occurrence ofa Compartment Liquidation Event, the Management Company maydecide to declare the dissolution of the Compartment and carry out theliquidation procedure. In such case, the Management Company willrequest that an entity or entities different from the Seller purchase all theReceivables comprised within the Assets Allocated to the Compartmentin a single transaction. (See Section "LIQUIDATION OF THECOMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THERECEIVABLES").

In addition, at the request of the Seller, the Management Company maydecide to declare the dissolution of the Compartment and carry out theliquidation procedure in the event that (i) the aggregate of theoutstanding balances (capital restant dû) of the undue (non échue)Performing Receivables falls below ten (10) per cent. of the maximumaggregate amount of the outstanding balances (capital restant dû) of theundue (non échue) Performing Receivables, as stated since the ClosingDate or (ii) the Class A Notes have been redeemed in full. In such case,the Management Company will propose to the Seller or to any otherentity or entities of the PSA Group to purchase all the Receivablescomprised within the Assets Allocated to the Compartment in a singletransaction.

The repurchase price of the Purchased Receivables proposed by theManagement Company to the Seller or to any other entity or entities ofthe PSA Group shall be based on the fair market value of receivableshaving similar characteristics to the Receivables comprised within theAssets Allocated to the Compartment, having regard to the aggregateOutstanding Balances of those Purchased Receivables and the otheramounts accrued and payable in connection with the said Receivables.

In addition, such repurchase price (taking into account for this purposethe Compartment Cash but excluding the amount of the ComminglingReserve, the General Reserve and the Performance Reserve) must besufficient to enable the FCT to repay in full all amounts outstanding inrespect of the Notes after payment of all other amounts due by the FCTwith respect to the Compartment and ranking senior to the Notes of eachclass in accordance with the Accelerated Priority of Payments.

The repurchase of the Purchased Receivables comprised within theAssets Allocated to the Compartment in the circumstances describedabove will take place on a Payment Date, and at the earliest on the firstPayment Date following the date on which the relevant CompartmentLiquidation Event will have been determined by the ManagementCompany. The repurchase price will be credited to the General CollectionAccount by no later than on the Settlement Date preceding the relevantPayment Date.

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

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and if:

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

(b) the Seller sends to the Management Company a letter in which itundertakes to accept the relevant clean-up call offer made by theManagement Company and to repurchase the PurchasedReceivables in accordance with the above on the relevantPayment Date,

the Servicer shall be entitled to stop the transfers of Available Collectionsto the General Collection Account from the last calendar day (excluded) ofthe month immediately preceding that Payment Date, provided that one(1) Business Day before the Compartment Liquidation Date, it will transferto the General Collection Account an amount equal to the AvailableCollections collected by it from the day it stopped to make transfers to theGeneral Collection Account.

The Seller will always be entitled to turn down any clean-up offer made bythe Management Company. Consequently, if the repurchase of thePurchased Receivables by the Seller in accordance with the conditionsset out above does not occur for whatever reason, the ManagementCompany may offer to dispose of such Purchased Receivables remainingamong the remaining Assets Allocated to the Compartment, to any creditinstitution qualified to acquire these Purchased Receivables under thesame terms and conditions.

On the Compartment Liquidation Date:

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

(b) upon liquidation of the Compartment and subject to the Servicerhaving complied in full with its financial obligations (obligationsfinancières) under the Master Servicer Agreement, the amountstanding to the credit of the Commingling Reserve Account will bereleased and retransferred directly to the Servicer;

(c) upon liquidation of the Compartment and subject to the Sellerhaving complied in full with its Seller Performance Undertakings,the amount standing to the credit of the Performance ReserveAccount will be released and retransferred directly to the Seller;and

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

Credit Enhancement Class A Notes

Credit enhancement for the Class A Notes is provided by thesubordination of payments due in respect of the Class B Notes, by theGeneral Reserve Fund (including the General Reserve Cash Depositand any monies debited from the Interest Account and credited to theGeneral Reserve Account to the extent of the General Reserve Required

PAR3322943 36

Amount in accordance with the Interest Priority of Payments and subjectto the Available Distribution Amount) and by the Residual Units.

Class B Notes

Credit enhancement for the Class B Notes is provided by the GeneralReserve Fund (including the General Reserve Cash Deposit and anymonies debited from the Interest Account and credited to the GeneralReserve Account to the extent of the General Reserve Required Amountin accordance with the Interest Priority of Payments and subject to theAvailable Distribution Amount) and by the Residual Units.

Excess Margin

In addition, the primary source of credit enhancement for the Notes willcome from the excess cash flow resulting on any Payment Date, from theamount by which (a) the Available Interest Amount, excluding (i) theGeneral Reserve, (ii) the Commingling Reserve (as the case may be) and(iii) the Performance Reserve (as the case may be) exceeds (b) theaggregate on such Payment Date of: (i) the Compartment Expenses, (ii)the Fixed Swap Amount due to the Interest Rate Swap Counterparties, (iii)the Fixed Junior Swap Amounts due to the Junior Swap Provider and (iv)the Class A Interest Amount and the Class B Notes Interest Amount (theExcess Margin ).

Withholding Tax Payments of interest and principal in respect of the Notes will be madesubject to any applicable withholding or deduction for or on account ofany tax and neither the FCT nor the Paying Agent will be obliged to payany additional amounts as a consequence.

Retention and disclosurerequirements under theCapital RequirementsDirective

Banque PSA Finance, in its capacity as Class B Notes Subscriber andCrédipar, in its capacity as subscriber of the Residual Units, shall on aconsolidated basis, retain, on an ongoing basis, a material net economicinterest which, in any event, shall not be less than 5% of the nominalamount of the securitised exposures. At the date of this Prospectus suchinterest is retained in accordance with item (d) of article 122a paragraph1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive2009/111/EC, as the same may be amended from time to time (the"Capital Requirements Directive") (as implemented in France in article217-1(a)(iv) of the order (arrêté) of 20 February 2007 relating to capitalrequirements for credit institutions and investment firms, as amendedform time to time (the 2007 Order )), by the holding of all the Class BNotes and all of the Residual Units issued by the FCT in relation with theCompartment. As condition precedent to the purchase of AdditionalReceivables on Subsequent Purchase Dates, the ManagementCompany shall have received prior written confirmation from theCustodian, as holder of the registry of the holder of the Class B Notesand the Residual Units, that Banque PSA Finance holds all of the ClassB Notes and Crédipar holds all of the Residual Units.

In each of the Class A Notes Subscription Agreement and the Class BNotes and Residual Units Subscription Agreement, each of Banque PSAFinance and Crédipar has:

(a) adhered to the requirements set out in paragraph 6 of article 122aof the Capital Requirements Directive (as implemented in Francein article 217-1(f)) of the 2007 Order);

(b) undertaken to the Joint Lead Managers and the FCT that it shallat all times comply with the provisions of the 2007 Order

PAR3322943 37

implementing inter alia article 122a of the Capital RequirementsDirective and make appropriate disclosures to the Noteholdersabout the retained net economic interest in the securitisationtransaction contemplated in this Prospectus and ensure that theNoteholders have readily available access to all materiallyrelevant data as required under paragraph 7 of article 122a of theCapital Requirements Directive (as implemented in France inarticle 217-1(g)) of the 2007 Order;

(c) undertaken to the Joint Lead Managers and the FCT that it shallat all times retain the ownership of the Class B Notes (as far asBanque PSA Finance is concerned) and the Residual Units (as faras Crédipar is concerned). Crédipar has also undertaken to theJoint Lead Managers and the FCT to procure that Banque PSAFinance complies with such undertaking.

An overview of the retention of the material net economic interest byBanque PSA Finance and Crédipar in compliance with the CapitalRequirements Directive will be provided in the Investor Report availableto investors (see Sub-Section CALCULATIONS ANDDETERMINATIONS DUTIES OF THE MANAGEMENT COMPANY ).

Each prospective investor is required to independently assess anddetermine the sufficiency of the information described above for thepurposes of complying with article 122a of the Capital RequirementsDirective and its own situation and obligations in this respect.

Each of Banque PSA Finance and Crédipar accepts responsibility for theinformation set out in this paragraph.

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

Pursuant to the Compartment Regulations, the French courts havingcompetence in commercial matters will have exclusive jurisdiction tosettle any dispute that may arise between the Noteholders, theManagement Company and/or the Custodian in connection with theestablishment, the operation or the liquidation of the Compartment.

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GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT

Legal Framework

AUTO ABS FCT is a French fonds commun de titrisation à compartiments jointly established by theCustodian and the Management Company on the establishment date of the first compartment, AUTO ABSCOMPARTIMENT 2010-1. The sole purpose of AUTO ABS FCT is the purchase, from time to time, ofreceivables from French or non-French entities within the PSA Group or, otherwise, from suppliers orbusiness partners designated by the PSA Group. The FCT is established in accordance with the provisionsof articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code. The FCT is governed by the provisions of articles L. 214-5,L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the FrenchMonetary and Financial Code and by its General Regulations.

General Regulations

The Custodian and the Management Company have entered into, on 23 November 2010, theGeneral Regulations which include, among other things, the general operating rules of the FCT, the generalrules concerning the creation, the operation and the liquidation of the FCT compartments and the respectiveduties, 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 isgoverned by its own compartment regulations which include, among other things, the rules governing thecreation, operation and liquidation of the relevant compartment, the characteristics of the receivablespurchased by the FCT and allocated to the relevant compartment and the characteristics of the units and, asapplicable, the notes issued in respect of the relevant compartment, the priorities in the allocation of theassets of the relevant compartment, the credit enhancement and hedging mechanisms set up in relation tothe 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 (asapplicable), 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. 214-43 of the French Monetary andFinancial Code:

(i) receivables of any kind whatsoever (subject to any applicable laws) as contemplated in articleD.214-94 1° of the French Monetary and Financial Code, irrespective of whether it is or it is notevidenced by a bill of exchange, promissory note of such other transferable instrument; or

(ii) debt securities (titres de créances) as contemplated by article D.214-94 2° of the French Monetaryand 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 theapproval of the Autorité des Marchés Financiers (the AMF ) the specific activity programme referred to inarticle L.214-49-7-I of the French Monetary and Financial Code and all other requirements of the FrenchMonetary and Financial Code have been complied with.

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Compartment Principles

Establishment and Operation of the Compartments

Pursuant to the provisions of article L. 214-43 of the French Monetary and Financial Code, the FCTmay 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. 214-43 of the French Monetary and Financial Code, asamended, by derogation from article 2285 of the French Civil Code and except as expressly provided by theconstitutive documents of a French fonds commun de titrisation, the assets of a given compartment onlymeet the debts, liabilities and obligations and only benefit from the receivables in respect of thatcompartment.

Only those units and, as applicable, notes issued by the FCT in respect of a given compartment shallbenefit 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 compartmentregulations and of the General Regulations, shall be segregated (autonomes, séparés et distincts) from theassets allocated to the other compartments so that the assets allocated to a specific compartment may beused exclusively to meet the debts, liabilities and obligations of that compartment.

Consequently, payments received with respect to the assets allocated to a given compartment areexclusively allocated to the payment of principal, interest, fees and expenses due in relation to thatcompartment. Likewise, defaults on the receivables allocated to a given compartment will be borne by thatcompartment and not by other compartments, and on this basis, the unitholders and, as applicable, thenoteholders of a compartment shall be responsible for the debts of the FCT only to the extent of the assetsallocated 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 toliquidate any other compartment or the FCT.

Limitations and Waiver of Recourse

Without prejudice to the obligations and rights of the FCT, the unitholders and, as applicable, thenoteholders 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.

In addition, the holders of the units and, as applicable, the notes issued at the time of theestablishment 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 theassets allocated to the relevant compartment under the terms and conditions of the GeneralRegulations and the provisions of the relevant compartment regulations;

(b) expressly and irrevocably acknowledge that they shall have no rights in any assets allocated to anyother 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 itscontractual liability.

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Pursuant to the provisions of the General Regulations and the principles described in the GeneralMemorandum, the Management Company has expressly and irrevocably undertaken, upon the conclusion ofany agreement, in the name and on behalf of the FCT and with any third party with respect to anycompartment, to ensure that such third party:

(i) expressly and irrevocably waives all its rights of recourse against the FCT in the terms set out inparagraph (d) above or, failing which,

(ii) expressly and irrevocably acknowledges that its rights against the FCT are limited to the assetsallocated to the relevant compartment in the terms set out in paragraphs (a), (b) and (c) above.

The Compartment AUTO ABS COMPARTIMENT 2012-1

The Compartment is jointly established by the Custodian and the Management Company pursuant tothe 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) theAuto Lease Contracts being (a) Professional Auto Lease Contracts and (b) Consumer Auto Lease Contractsand (ii) as the case may be, the Car Sale Contract or the Original Car Purchase Contract entered into inrespect 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 will be used by the ManagementCompany to purchase the Receivables which will be allocated exclusively to the Compartment by theManagement Company.

The FCT will not issue any additional notes or units in relation to the Compartment after the ClosingDate. However, the Management Company may acquire Additional Receivables from the Seller during theRevolving Period, in accordance to the provisions of the Master Purchase Agreement and subject to thesatisfaction 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 thathave been or will be exclusively allocated to the Compartment, in accordance with and subject to theapplicable Priority of Payments.

Information relating to the Management Company can be found in Section RELEVANT ENTITIES -The Management Company .

Litigation

The Compartment has not been and is not involved in any litigation or arbitration proceedings thatmay have any material adverse effect on the financial position of the Compartment. The Compartment is notaware that any such proceedings or arbitration proceedings are imminent or threatened, which couldadversely 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 ofthe Notes and the Residual Units) will be as follows:

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Indebtedness (on the ClosingDate, subject to, and taking intoaccount, the issue of the Notesand the Residual Units)

EUR

Class A Notes 723,600,000

Class B Notes 356,400,000

Residual Units 300

Total Indebtedness 1,080,000,300

PAR3322943 42

DESCRIPTION OF THE RELEVANT ENTITIES

The Management Company

France Titrisation41, Avenue de l Opéra75002 ParisFrance

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 bythe French Financial Market Authority (Autorité des Marchés Financiers). The Management Company isregulated, inter alia, under the provisions of the French Commercial Code and under articles L. 214-43 toL. 214-49 of the French Monetary and Financial Code.

The sole corporate purpose of France Titrisation is to manage French debt mutual funds (fondscommuns de créances) and French securitisation vehicles (organismes de titrisation) in accordance with theprovisions of articles L. 214-49-6 to L. 214-49-10 of the French Monetary and Financial Code and the AMFGeneral Regulations (Règlement general de l Autorité des Marchés Financiers). As of the date of thisProspectus, 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 theTrade and Companies Registry of Paris (France).

Role of the Management Company

The Management Company establishes the FCT jointly with the Custodian and each compartment inaccordance with the conditions described in the General Regulations. All the compartments of the FCT willhave the same Management Company during the lifetime of the FCT. The Management Companyrepresents each compartment and, more generally, the FCT as against third parties, in particular in any legalaction or proceedings whether as a plaintiff or as a defendant. The Management Company is responsible forthe management of each compartment and of the FCT generally.

Pursuant to the provisions of the Compartment Regulations and in accordance with the GeneralRegulations, 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 inparticular 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 withthe 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;

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(e) providing all necessary information and instructions to the Custodian and/or the CompartmentAccount Bank in order for it to operate the Compartment Accounts in accordance with theCompartment Regulations;

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

(g) determining, on each Interest Rate Determination Date, the Rate of Interest used to determine theinterest amounts due to the Noteholders 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 MonthlyServicer Report, the Principal Deficiency Amount;

(j) jointly executing and renewing with the Custodian and the other parties involved, the TransactionDocuments 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. 214-49-9 of the French Monetary and Financial Code;

(l) preparing, under the supervision of the Custodian, the documents required, under article L. 214-48,articles D. 214-102 to D. 214-104 and R. 214-105 to R. 214-109 of the French Monetary andFinancial Code and the other applicable laws and regulations, for the information of, if applicable, theAutorité des Marchés Financiers, the Banque de France, the Noteholders, the Residual Unitholders,the Rating Agencies and any relevant supervisory authority, securities market (such as EuronextParis S.A.) and clearing systems (such as Euroclear France and Clearstream Banking). Inparticular, the Management Company shall prepare the various documents required to provide to theNoteholders and the Residual Unitholders on a regular basis the information which is required to bedisclosed to them;

(m) taking the decision to liquidate the Compartment in accordance with applicable laws and regulationsand, upon any liquidation of the Compartment, releasing any Liquidation Surplus to the ResidualUnitholders 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, inaccordance with applicable laws and regulations at the time of such replacement and in accordancewith the provisions of the Master Servicing Agreement, provided that the Servicer may only bereplaced if:

(i) the substitute servicer assumes the rights and obligations of the original Servicer withrespect to the servicing of the Purchased Receivables and irrevocably waives all its rights ofrecourse against the FCT with respect to the contractual liability of the latter;

(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 replacementwill not result, in the reasonable opinion of the Management Company, in the placement onnegative outlook or as the case may be on rating watch negative or review for possible

downgrade , or the downgrading or the withdrawal of any of the ratings of the Class A Notes,or that the said replacement limits such downgrading or avoids such withdrawal; and

(iv) the Custodian having previously and expressly approved such replacement and the identityof the relevant entity, provided that such approval may not be refused without a material andjustified reason;

(o) identifying, with the assistance of the Custodian, any new servicer and negotiating a replacementservicing agreement with any new servicer upon the occurrence of a Servicer Termination Event inaccordance 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 hasto provide the Decryption Key to the relevant replacement servicer or any person designated by theManagement 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 theprovisions of the Master Servicing Agreement;

(s) replacing, if applicable, with the assistance of the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Paying Agent under the terms and conditions provided byapplicable laws at the time of such replacement and by the Compartment Cash ManagementAgreement, 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 inparagraph (n) above;

(t) supervising the investment of the Compartment Cash made by the Compartment Cash Manager inthe 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 termsand conditions provided by applicable laws at the time of such replacement and by the DataProtection Agreement;

(v) giving such instructions, subject to the prior approval and co-signing of the Custodian, as arenecessary to the Compartment Account Bank to ensure that each of the Compartment Accounts iscredited or, as the case may be, debited in the manner described below under the SectionDESCRIPTION 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 theSeller 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 theprovisions of the Master Purchase Agreement and subject to the satisfaction of the conditionsprecedent contained in this Prospectus;

(y) notifying to each Interest Rate Swap Counterparty, the applicable Swap Notional Amount and to theJunior Swap Provider, the applicable Junior Swap Notional Amount on each Interest RateDetermination Date;

(z) preparing and providing to the Custodian the Investor Report and the Annual Activity Report on eachCalculation Date and, after validation by the Custodian, making available and publishing on itsinternet 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 ofactivity and, after validation by the Custodian, making available and publishing on its internet websitethe 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 thecase may be, (through website facilities/intralink) in order to distribute any information provided bythe Seller pursuant to article 122a of the CRD (as implemented in France in article 217-1 of the2007 Order);

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

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

The Management Company may terminate all Transaction Documents if (i) the entire issue of theNotes and Residual Units has not been completed on the Closing Date or at any later date agreed betweenthe parties to the agreement or (ii) both (x) after the issue of the Notes and the Residual Units, the InitialSubscriber, the Class B Notes Subscriber and the Seller (in its capacity as subscriber of any the ResidualUnits) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and theResidual Units; and (y) the total amounts received is less than the aggregate of the Principal ComponentPurchase 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 andof the Residual Unitholders. It irrevocably waives all its rights of recourse against the FCT with respect to thecontractual liability of the FCT. In particular, the Management Company will have no recourse against theFCT 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 tothe 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 appointeeto irrevocably waive all its rights of recourse against the FCT with respect to the contractual liabilityof the FCT;

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

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

(d) the Rating Agencies having received prior notice and such sub-contract, delegation, agency orappointment will not result, in the reasonable opinion of the Management Company, in the placementon negative outlook or as the case may be on rating watch negative or review for possibledowngrade , or the downgrading or the withdrawal of any of the ratings of the Class A Notes or thatsuch sub-contract, delegation, agency or appointment limits such downgrading or avoids suchwithdrawal; and

(e) the Custodian having previously and expressly approved such sub-contract, delegation, agency orappointment and the identity of the relevant entity, provided that such approval may not be refusedwithout a material and justified reason,

provided that notwithstanding such sub-contracting, delegation, agency or appointment, the ManagementCompany shall continue to be bound to comply with its obligations to the Noteholders, the ResidualUnitholders and the Custodian pursuant to the Compartment Regulations and the General Regulations.

Substitution of the Management Company

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

PAR3322943 46

The Custodian

Banque PSA Finance75, Avenue de la Grande Armée75116 ParisFrance

General

The Custodian is a French société anonyme with a share capital of 177,408,000 whose registeredoffice is located at 75, avenue de la Grande Armée, 75116 Paris (France), registered with the Trade andCompanies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by theFrench Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit etdes Entreprises d'Investissement) (now the Autorité de Contrôle Prudentiel) in its capacity as founder of theCompartment and Custodian of the Assets Allocated to the Compartment and, more generally, as co-founderof the FCT and Custodian of the assets of the FCT, under the Compartment Regulations and the GeneralRegulations.

Banque PSA Finance, acting as Custodian, has jointly established the FCT with the ManagementCompany and each compartment. All the compartments will have the same custodian during the lifetime ofthe 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 appointingthe Servicer, the Paying Agent, the Data Protection Agent and the Cash Manager on or before the ClosingDate and, until the Compartment Liquidation Date and ensure the decision making of the ManagementCompany is conducted properly including, without limitation, in relation to the management of the PurchasedReceivables. In particular, it is responsible for supervising the Management Company with respect to thepreparation by the Management Company of the financial statements of the Compartment and, moregenerally, of supervising the information published by the Management Company with respect to the othercompartments and the FCT, save for the additional information published by the Management Companywithin the conditions set out in Section INFORMATION RELATING TO THE COMPARTMENT - Additionalinformation .

In case of a dispute arising between the Management Company and the Custodian, each of themwill be able to inform the Autorité des Marchés Financiers and will be able, if applicable, to take allprecautionary measures which it considers appropriate to protect the interests of the Noteholders and of theResidual Unitholders.

Performance of the obligations of the Custodian

The Custodian shall act, in all circumstances, in the interests of the Noteholders and of the ResidualUnitholders. The Custodian irrevocably waives all its rights of recourse against the FCT with respect to thecontractual liability of the FCT.

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

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

(b) any information provided by the Seller, the Servicer, the Specially Dedicated Account Bank, theCompartment Account Bank and the Compartment Cash Manager pursuant to the Master PurchaseAgreement, the Master Servicing Agreement, the Specially Dedicated Account Bank Agreement, theCompartment Account Bank Agreement and the Compartment Cash Management Agreement,respectively; and

PAR3322943 47

(c) all the calculations made by the Management Company on the basis of such information to makepayments due with respect to the Compartment.

In addition, and more generally, the Management Company has undertaken to provide theCustodian, on first demand and before any distribution to a third party, with any information or documentrelated to the Compartment or to the FCT generally in order to allow the Custodian to perform its supervisionduty as described above.

Delegation

The Custodian may sub-contract or delegate all or part of its obligations with respect to theCompartment 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 irrevocablyto 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 andregulations;

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

(iv) the Rating Agencies having received prior notice and such sub-contract, delegation, agency orappointment will not result, in the reasonable opinion of the Management Company, in the placementon negative outlook or as the case may be on rating watch negative or review for possibledowngrade , or the withdrawal of any of the ratings of the Class A Notes or that the such sub-contract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and

(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 berefused without a material and justified reason and if it is exclusively in the interests of theNoteholders and of the Residual Unitholders,

provided that notwithstanding such sub-contracting, delegation, agency or appointment in the Custodianshall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and theManagement 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 GeneralRegulations and summarised in the General Memorandum.

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

The Seller

Compagnie Générale de Crédit aux Particuliers12, Avenue Andre Malraux92300 Levallois PerretFrance

The Seller is a French société anonyme with a share capital of 107,300,016, whose registeredoffice is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Tradeand 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

PAR3322943 48

Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now theAutorité de Contrôle Prudentiel). 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 sellthe Initial Receivables to the FCT to be allocated to the Compartment. On each Subsequent Purchase Dateduring the Revolving Period, the Seller will be entitled to sell Additional Receivables which comply with theEligibility Criteria.

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

The Servicer

Compagnie Générale de Crédit aux Particuliers12, Avenue Andre Malraux92300 Levallois PerretFrance

The Servicer is a French société anonyme with a share capital of 107,300,016, whose registeredoffice is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Tradeand 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 InvestmentCompanies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now theAutorité de Contrôle Prudentiel). The Servicer is 99.99% owned by Banque PSA Finance.

In accordance with the provisions of article L. 214-46 of the French Monetary and Financial Code,the Management Company, with the prior approval of the Custodian, has appointed the Seller as Servicer inrelation of the Receivables under the Master Servicing Agreement.

As Servicer, pursuant to the Master Servicing Agreement, Crédipar will service and collect thePurchased Receivables in accordance with the Servicing Procedures. The Servicing Procedures include theadministration, the recovery and the collection of the Purchased Receivables and, where relevant, theenforcement of the Ancillary Rights relating to such Purchased Receivables. The Servicer has undertaken toservice the Purchased Receivables pursuant to the provisions of the Master Servicing Agreement and to theServicing Procedures, such procedures being subject to, among other things, changes in the applicablelaws, and certain directives or regulations issued by regulatory authorities with the prior consent of theManagement Company.

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

Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (orfrom the occurrence of the Servicer Termination Event if necessary to protect the interest of the FCT), andsubject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms ofthe Data Protection Agreement, the Management Company will (or will instruct any substitute servicer or anythird party appointed by it with the prior approval of the Custodian (such approval not to be unreasonablywithheld or delayed and, if the Management Company considers, having regards to the interest of theNoteholders 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

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Obligors of the assignment of the relevant Purchased Receivables to the FCT and (ii) instruct the Obligors topay any amount owed under the Purchased Receivables into the General Collection Account or any accountspecified by the Management Company (or the relevant third party or substitute servicer) in the notification.

The Specially Dedicated Account Bank

Crédit Agricole SA91 boulevard Pasteur75015 ParisFrance

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), registeredwith the Trade and Companies Registry of Paris (France) under number 784 608 416, licensed as a creditinstitution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd Investissement) (now the Autorité de Contrôle Prudentiel)..

The Specially Dedicated Account Bank is the bank in the books of which the Specially DedicatedAccount is opened in accordance with articles L. 214-46-1 and D. 214-103 of the French Monetary andFinancial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement.

If the Specially Dedicated Bank Account ceases to have the Account Bank Required Ratings, theManagement Company will terminate the Specially Dedicated Account Bank Agreement and will appointjointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bankwithin thirty (30) Business Days and close the Specially Dedicated Bank Account, provided that theconditions 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 newspecially dedicated account has been opened with a new specially dedicated account bank with the AccountBank Required Ratings)

Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior writtennotice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditionsprecedent 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 newspecially dedicated account has been opened with a new specially dedicated account bank with the AccountBank Required Ratings).

The Compartment Account Bank

Crédit Agricole Corporate and Investment Bank9 quai du Président Paul Doumer92 920 Paris La Défense CedexFrance

The Compartment Account Bank is a French société anonyme with a share capital of 7,254,575,271, whose registered office is located at 9 quai du Président Paul Doumer, 92 920 Paris LaDéfense Cedex (France), registered with the Trade and Companies Registry of Nanterre (France) undernumber 304 187 701, licensed as a credit institution (établissement de crédit) with the status of bank(banque) by the French Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) TheCompartment Account Bank is the credit institution in the books of which the Management Company hasopened the Compartment Accounts under the responsibility of the Custodian, pursuant to the provisions ofthe Compartment Account Bank Agreement.

Pursuant to the Compartment Account Bank Agreement:

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(a) the Management Company (i) may on giving a 30-day prior written notice or (ii) shall within fifteen(15) Business Days, if the Compartment Account Bank ceases to have the Account Bank RequiredRatings, 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 theManagement Company and the Custodian,

provided that the conditions precedent set out therein are satisfied (and in particular but without limitationthat a new compartment account bank with the Account Bank Required Ratings has been appointed).

The Compartment Cash Manager

Banque PSA Finance75, Avenue de la Grande Armée75116 ParisFrance

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 asa credit institution by the French Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel).

The Compartment Cash Manager is appointed by the Management Company, with the prior approvalof the Custodian, to manage the amounts standing from time to time to the credit of the CompartmentAccounts and the allocation of such amounts in accordance with the provisions of the Compartment CashManagement Agreement and the conditions set out in this Prospectus (see Section COMPARTMENT CASHAND INVESTMENT RULES ).

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

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

(b) the Compartment Cash Manager may resign on giving a 30-day prior written notice to theManagement Company and the Custodian,

provided that the conditions precedent set out therein are satisfied (and in particular but without limitationthat a new compartment cash manager with the Account Bank Required Ratings has been appointed).

The Paying Agent

CACEIS Corporate Trust1-3, place Valhubert75013 ParisFrance

The Paying Agent is a French société anonyme with a share capital of 12,000,000, whoseregistered office is located at 1-3, place Valhubert, 75013 Paris (France), registered with the Trade andCompanies Registry of Paris under number 439 430 976, licensed as an investment services provider(prestataire de services d investissement) with the status of an investment firm (entreprise d investissement)by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit etdes Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel).

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The Paying Agent has been appointed by the Management Company, with the prior approval of theCustodian, to make the payment, on the Payment Dates, of the principal and the interest due to theNoteholders pursuant to the provisions of the Paying Agency Agreement.

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 ofthe 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 Companyand the Custodian,

provided that the conditions precedent set out therein are satisfied (and in particular but without limitationthat a new paying agent has been appointed).

The Data Protection Agent

BNP Paribas Securities Services3, rue d Antin75002 ParisFrance

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 InvestmentCompanies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now theAutorité de Contrôle Prudentiel), acting through its office located at Les Grands Moulins de Pantin, 9, rue duDébarcadère, 93500 Pantin (France).

On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Sellerwill deliver to the Management Company an Encrypted Data File (consisting in an electronically readabledata tape in a standard format as agreed between the Management Company and the Seller containingencrypted information such as, inter alia, the names and addresses of the Debtors in relation (i) to thePurchased Receivables which the Seller has sold to the FCT on the Closing Date or on that SubsequentPurchase Date, respectively, and (ii) to all the outstanding Purchased Receivables (either PerformingReceivables or Defaulted Receivables, but excluding such Receivable (x) the transfer of which has beenrescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as at suchdate)).

On each Information Date during the Amortisation Period and/or the Accelerated AmortisationPeriod, 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 againstunauthorized 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 encryptedinformation contained in the Encrypted Data File provided to the Management Company.

The Interest Rate Swap Counterparties

Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited Kingdom

Natixis acting through its Londonbranch locatedCannon Bridge House, 25 DowgateHill, London EC4R 2YAUnited Kingdom

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The Interest Rate Swap Counterparties are the credit institutions with whom the Custodian and theManagement Company have entered into the Interest Rate Swap Agreements. The terms and conditions ofthe Interest Rate Swap Agreements are described in Section CREDIT STRUCTURE - Description of theInterest Rate Swap Agreements .

The Junior Swap Provider

Banque PSA Finance75, avenue de la Grande Armée75116 ParisFrance

The Junior Swap Provider is the credit institution with whom the Custodian and the ManagementCompany have entered into the Junior Swap Agreement. The terms and conditions of the Junior SwapAgreement are summarised in Section CREDIT STRUCTURE - Description of the Junior Swap Agreement .

The Joint Lead Managers

Joint Lead Managers

Deutsche Bank AG, London BranchWinchester House1 Great Winchester StreetLondon EC2N 2DBUnited Kingdom

Natixis30, avenue Pierre Mendès-France75013 ParisFrance

Pursuant to the Class A Notes Subscription Agreement, the Joint Lead Managers acting severallybut not jointly (sans solidarité), each in its respective capacity as Joint Lead Manager, have agreed to assistin the management, secretarial duties and overall coordination of the issue of the Class A Notes, without anyduty or liability to place, underwrite or subscribe the Class A Notes.

The Statutory Auditor

Deloitte185, avenue Charles de Gaulle92524 Neuilly-sur-Seine CedexFrance

In accordance with article L. 214-49-9 of the French Monetary and Financial Code and followingapproval by the Autorité des Marchés Financiers, the statutory auditor of the Compartment is appointed forsix (6) financial years by the board of directors of the Management Company. It will perform the auditsrequired by applicable laws and regulations, certify, where applicable, that the accounts are accurate andverify that the information contained in the Annual Activity Report is reliable. It will inform the Autorité desMarchés Financiers and the Management Company of any irregularities and errors that it discovers in thecourse of its duties. It will verify the periodic information given to the Noteholders and the ResidualUnitholders by the Management Company and prepare an annual report on the accounts of theCompartment for the attention of the Noteholders and the Residual Unitholders.

The Rating Agencies

Fitch France S.A.60, rue de Monceau75008

S&P21-25 rue Balzac75008 Paris

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Paris France

The rating agencies are authorised to evaluate the units (parts) and/or debt instruments (titres decréances) issued by French fonds commun de titrisations, pursuant to article L. 214-44 of the FrenchMonetary and Financial Code. The preliminary rating document relating to the Class A Notes prepared byFitch is attached in Appendix IV and the preliminary rating document relating to the Class A Notes preparedby S&P is attached in Appendix V.

The Legal Advisers

Freshfields Bruckhaus Deringer2, rue Paul Cézanne75008 ParisFrance

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RISK FACTORS - SPECIAL CONSIDERATIONS

The following is a summary of certain aspects of the offering of the Class A Notes and the relatedtransactions which prospective investors should consider (together with all of the information detailed in thisProspectus) before deciding to invest in the Class A Notes.

Prospective investors in the Class A Notes should ensure that they understand the nature of such Class ANotes issued by a French debt securitisation fund (fonds commun de titrisation) and the extent of theirexposure to risk, that they have sufficient knowledge, experience and access to professional advisers inorder to make their own legal, tax, accounting, prudential, regulatory and financial evaluation of the meritsand risks of investing in such Class A Notes and that they consider the suitability of such Class A Notes asan 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 Class A Noteholders, butthe inability of the FCT to pay interest, principal or other amounts on or in connection with the Class A Notesmay occur for other reasons and the following statements regarding the risk of investing in of holding theClass A Notes are not exhaustive.

Risks relating to the assets and the Transaction Documents

Limited Recourse to the Assets Allocated to the Compartment

The cash flows arising from the Assets Allocated to the Compartment constitute the sole financialresources of the Compartment for the payment of principal and interest amounts due in respect of the ClassA Notes. The Class A Notes represent an obligation of the Compartment solely. Pursuant to theCompartment Regulations, the right of recourse of the Noteholders with respect to their right to receivepayment of principal and interest together with any arrears is limited to the Assets Allocated to theCompartment in proportion to the amount invested in the Class A Notes which they hold, and is subject tothe applicable Priorities of Payments.

Historical and Other Information

The historical information and the other information set out in Section UNDERWRITING ANDMANAGEMENT PROCEDURES , HISTORICAL PERFORMANCE DATA and STATISTICALINFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES represent the historical experienceand present procedures of the Seller. None of the Management Company, the Custodian, the CompartmentAccount Bank, the Compartment Cash Manager, the Joint Arrangers, the Joint Lead Managers, the PayingAgent, the Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data ProtectionAgent, the Junior Swap Provider nor any of their respective affiliates has undertaken or will undertake anyinvestigation, review or searches to verify the historical information. There can be no assurance as to thefuture performance of the Purchased Receivables.

Geographical Concentration

There can be no assurance as to the future geographical distribution of the Obligors and its effect, inparticular, on the rate of amortisation of the Purchased Receivables and the acquisition by the FCT ofAdditional Receivables to be allocated to the Compartment. Consequently, any deterioration in theeconomic conditions of France, in which many Obligors are located, could have an adverse effect on theability of the Obligors to repay the Purchased Receivables and could trigger losses in respect of the Notes orreduce their yields to maturity.

Forecasts and Estimates

Estimates of the weighted average life of the Class A Notes included in this Prospectus, togetherwith 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 thatsome or all of the assumptions underlying them may differ or may prove substantially different from theactual results. Consequently, the actual results might differ from the projections and such differences mightbe significant.

Obligors Ability to Pay

The Obligors are individuals, companies or professionals owing or who will owe moneys under thePurchased Receivables.

If the FCT does not receive the full amount due from the Obligors in respect of the PurchasedReceivables, the Class A Noteholders (or the Class B Noteholders) may receive by way of principalrepayment an amount less than the face value of their Notes and the FCT may be unable to pay, in whole orin part, interest due on the Notes. The FCT may therefore be exposed to the occurrence of credit risk inrelation to the Obligors.

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

The ability of an Obligor to make timely payment of amounts due under any Purchased Receivablewill mainly depend on its assets and its liabilities as well as its ability to generate sufficient income to makethe required payments. Its ability to generate income may be adversely affected by a large number offactors, some of which (i) relate specifically to the Obligor itself (including but not limited to age, health,creditworthiness or employment in respect of Private Debtors, ability to compete in the current industryenvironment, use of incentives or state aids, in respect of Corporate Debtors) or (ii) are more general innature (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 theoccurrence of certain events set out in the Master Purchase Agreement and the Master Servicing Agreementand in relation to the substitution of the Servicer and the appointment of a substitute servicer. Until theObligors have been notified of the assignment of the Purchased Receivables, they may validly dischargetheir payment obligations by making payments to the Seller. Each Obligor may further raise defences (whichmay include, as applicable, any set-off right) against the FCT arising from such Obligor s relationship with theSeller to the extent that such defences are existing prior to the notification of the assignment of the relevantPurchased Receivable or arise out of mutual claims (compensation de créances connexes) between theObligor 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 PurchasedReceivables arise. Accordingly, it may not be possible to notify these Obligors even though one of the eventsset out in the Master Purchase Agreement and the Master Servicing Agreement and in relation to thesubstitution of the Servicer and the appointment of a substitute servicer has occurred.

For instance, the potential buyer of the Car retrieved from the Debtor (in case where the latterchooses not to exercise the Purchase Option at the maturity of the relevant Auto Lease Contract, or if theAuto Lease Contract is terminated by anticipation for failure of the Debtor to comply with its obligationsthereunder), is unknown until the Car is actually sold. For such reason, the Master Purchase Agreementprovides that on the Closing Date, the Seller shall provide the FCT with a Declared Auctioneers List and thaton each Payment Date, it shall provide the FCT with an updated Declared Auctioneer List (if relevant) for thepurpose 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 relatedAncillary Rights) will at any time be equal to or greater than the Principal Amount Outstanding of the Notesthen outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of aCompartment Liquidation Event and a sale of the Assets Allocated to the Compartment by the ManagementCompany, the Management Company and the Custodian and any relevant parties to the TransactionDocuments will be entitled to receive the proceeds of any such sale to the extent of unpaid fees andexpenses and other amounts owing to such parties prior to any distributions to the Noteholders subject to theapplication of the relevant Priority of Payments.

With respect to the Location avec option d achat Favorable , if any Debtor or Obligor exercises therelevant Sponsored Purchase Option, the amount of such payment may be lower than the OutstandingPrincipal Discounted Balance of the relevant Auto Lease Contract as at such Purchase Option Date.

No right or security interest in the Cars

The FCT will not be granted with any right or security interest in the Cars.

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

Part of the Auto Lease Contracts includes a commitment given by a PSA Car Dealer to repurchasethe relevant Car at the end of such Auto Lease Contracts. A difficult economic environment, particularly inthe automotive sector, or difficulties for the Peugeot and Citroën brands, may result in financial difficulties orbankruptcies amongst such PSA Car Dealers.

In the event of such difficulties, Crédipar would have the ability to recover the relevant Cars.However, a simultaneous bankruptcy of many PSA Car Dealers and a reduction in the resale value of theCars could trigger losses for the FCT.

Market value of Cars

To the extent that the Residual Value Purchase Option is not exercised at the end of the Auto LeaseContract or a Car is recovered by the Seller following the default of a Debtor under the relevant Auto LeaseContract, any recovered Car is systematically sold by the Seller to third parties. Currently, Crédipar sellsalmost all recovered vehicles by way of auction. No assurance can be given that the market for used cars inFrance will not deteriorate for any reason. Further, no assurance can be given that sale by auction willremain an economically effective method of selling cars nor that the relevant auctioneer will obtain the bestpossible price for such cars. Such factors may adversely affect the ability of the FCT to make any paymentsof principal and/or interest due to the Noteholders. However, it should be noted that the Residual ValuePurchase Options are determined by specialised committees within Crédipar, taking into account the residualvalue schedules determined internally as well as external data.

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 abankruptcy of a certain number of PSA Car Dealers. In such a case, Crédipar or its successor would have torecover a higher number of Cars, which could affect the global resale value of such Cars and trigger lossesfor the FCT.

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Credit Risk of the Parties to the Transaction Documents

The ability of the FCT to make any principal and interest payments in respect of the Notes depends,to a large extent, upon the ability of the parties to the Transaction Documents to perform their contractualobligations. In particular and without limiting the generality of the foregoing, the timely payment of amountsdue in respect of the Notes depends (a) on the ability of the Servicer to service the Purchased Receivablespurchased by the Compartment and to recover any amount relating to the Purchased Receivables, (b) on theability of the Interest Rate Swap Counterparties to meet their payment obligations under the Interest RateSwap Agreements and (iii) on the ability of the Junior Swap Provider to meet its payment obligations underthe Junior Swap Agreement.

Servicer Substitution Risk

If Crédipar were to cease to act as Servicer, the processing of payments in respect of the PurchasedReceivables and information relating to their collection could be delayed as a result. Such delays may havea negative impact on the timely payment of amounts due to the Noteholders. In addition, pursuant to theprovisions of article L. 214-46 of the French Monetary and Financial Code, the Debtors will need to beinformed of the change or transfer of all or part of the servicing of the Receivables.

No back-up servicer has been appointed and there is no assurance that any substitute servicer couldbe found and would be willing and able to act for the FCT in relation with the Compartment as servicer.

Furthermore, it should be noted that any substitute servicer is likely to charge fees on a basisdifferent to that of the Servicer.

The Noteholders have no right to give orders or direction to the Management Company in relation tothe duties and/or appointment or removal of the Servicer. Such rights are vested solely in the ManagementCompany.

In case where the Servicer fails to provide the Management Company with its Monthly ServicerReport on a given Information Date and the Management Company is not in a position to make certaincalculations necessary to give the instructions required to apply the Priority of Payments applicable on theimmediately following Payment Date. In such case, the relevant Payment Date will be a Reduced PaymentDate. On a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall beowed thereunder. Notwithstanding any provision to the contrary in any Transaction Document, a ReducedPayment Date shall only occur once and the amounts standing to the credit of the General CollectionAccount and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of theabove Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise dueand payable on that Payment Date will be paid on the immediately following Payment Date, in accordancewith and subject to the then applicable Priority of Payments. In case the Servicer fails to provide theManagement Company with its Monthly Servicer Report on the Information Date immediately following aReduced Payment Date, this shall constitute an Accelerated Amortisation Event.

No independent investigation - Representations and Warranties

None of the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior SwapProvider, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the JointLead Managers have or will make any investigations or searches or verify the characteristics of any of thePurchased Receivables, the Auto Lease 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 theSeries of Receivables transferred by it to the FCT on each Purchase Date.

The Management Company will carry out consistency tests on the information provided to it by theSeller and will verify the compliance of certain of the Series of Receivables with the Eligibility Criteria. Suchtests will be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the Seller of

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its obligations as set out in the Master Purchase Agreement, the protection of the interests of theNoteholders 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 theFinancial and Monetary Code. Nevertheless, the responsibility for the non-compliance of the Series ofReceivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Datewill at all time remain with the Seller only (and the Management Company, the Custodian, the CompartmentAccount Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties,the Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent, the JointArrangers or the Joint Lead Managers shall under no circumstance be liable therefor) and the ManagementCompany will therefore rely only on the representations made, and on the warranties given, by the Sellerregarding that Series of Receivables.

A specific indemnification procedure has been provided for in the Master Purchase Agreement toindemnify 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 bythe Seller in relation to the conformity of the Series of Receivables to the Eligibility Criteria and this rescissionand indemnification procedure is the sole remedy available to the FCT in respect of the non-conformity ofany Series of Receivables with the Eligibility Criteria. Consequently, a risk of loss exists if suchrepresentation 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 theSeller 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 representationsand 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 theconformity of the Series of Receivables to the Eligibility Criteria shall not entitle the Noteholders to assert anyclaim directly against the Seller, the Management Company having the exclusive competence under articleL. 214-48 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, theManagement 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 SwapCounterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers the Seller, theServicer, 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 Debtors other than the PurchasedReceivables. The interests or obligations of Crédipar in its capacities with respect to such otherclaims may, in certain aspects, conflict with the interests of the Noteholders. In this respect, it shouldhowever be noted that:

(a) the repayment of the General Reserve Cash Deposit, to the extent of sufficient funds on theGeneral Reserve Account, to Crédipar as Seller and the payment of the remaining excesscash of the FCT after payment of all other amounts owed by the FCT, to Crédipar asResidual Unitholder, can be considered as economic incentives for Crédipar to comply withits duties under the Transaction Documents;

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(b) pursuant to the Master Servicing Agreement:

(i) the Servicer has undertaken to the Management Company and the Custodian that itshall devote to the performance of its obligations at least the same amount of timeand attention and overall diligence that it would normally exercise for theadministration, recovery and collection of its own assets similar to the PurchasedReceivables, with the due care that would be exercised by a prudent and informedmanager and, more generally, with the standard of care that it applies for its ownbusiness;

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

(iii) in the event that Crédipar collects moneys from a Debtor at the same time (a) actingas Servicer, in respect of one or more than one Purchased Receivable and (b) actingas agent for a third party, in respect of other Receivables owed by that Debtor to thatthird party (such as any remuneration owed by that Debtor to any maintenancecompany under any maintenance contract, entered into by that Debtor, as the casemay be, in relation to the corresponding Car), the Compartment and the Servicerhave agreed that all amounts paid by that Debtor shall be allocated pari passubetween the Seller (acting as agent of that third party) and the Compartment on apro 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 MasterServicing Agreement, from the exercise of the Ancillary Rights, which will beexclusively allocated to the Compartment.

2. Crédipar or one of its affiliate may purchase a portion of the Notes and in this case, may exercisevoting rights in respect of the Notes held by it in a manner that may be prejudicial to otherNoteholders.

3. Banque PSA Finance is acting in several capacities under the Transaction Documents. Even if itsrights and obligations under the Transaction Documents are not conflicting and are independent fromone another contractually, in performing such obligations in these different capacities under theTransaction Documents, Banque PSA Finance may be in a situation of conflicts of interest. The factthat Banque PSA Finance will subscribe the Class B Notes on the Closing Date and will undertakenot to transfer the Class B Notes may also lead Banque PSA Finance to vote in a manner that maybe prejudicial to other Noteholders.

4. Banque PSA Finance and Crédipar belong to the PSA Group and are acting in several capacitiesunder the Transaction Documents. In performing such obligations in these different capacities underthe Transaction Documents, Banque PSA Finance and Crédipar may be in a situation of conflicts ofinterest 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 theClass B Notes and the Residual Units and (ii) the Class B Notes are senior to the Residual Units.

Notwithstanding the above, any proposed modification affecting more than one class of Notes andrequiring a decision of the relevant Noteholders Meetings shall only take effect if each of such NoteholdersMeeting has agreed to such proposed modification. Furthermore, as the Management Company must act inthe interest of all Noteholders and the Residual Unitholders, the agreement of the Residual Unitholderswould also be required if such modification affects the interest of the Residual Units.

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Authorised Investments

Any available funds standing to the credit of the Compartment Accounts (prior to their allocation anddistribution) shall be invested by the Compartment Cash Manager in Authorised Investments.Notwithstanding strict investment criteria and eligibility criteria, the value of the Authorised Investments mayfluctuate depending on the financial markets and the FCT may be exposed to a credit risk in relation to theissuers of such Authorised Investments. None of the Management Company, the Custodian, theCompartment Cash Manager or the Compartment Account Bank guarantees the market value of theAuthorised Investments. The Management Company, the Custodian, the Compartment Cash Manager andthe Compartment Account Bank shall not be liable if the market value of any of the Authorised Investmentsfluctuates and decreases.

French Rules Regarding Data

According to article L. 511-33 of the French Monetary and Financial Code, a bank operating inFrance is required to comply with the so-called banking secrecy rules (secret bancaire), i.e., it is required tokeep confidential all customer related facts and information which it receives in the course of its businessrelationship, 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 limitedcircumstances, in particular, if the customers have expressed their consent to the disclosure of the LoanData.

However, pursuant to article L. 511-33 of the French Monetary and Financial Code, credit institutionsare allowed to transfer information covered by the banking secrecy to third parties in a limited number ofcases, among which for the purpose of a transfer of receivables, provided that such third party shall keep therelevant information confidential. Accordingly, the rules applicable to banking secrecy would not preventCrédipar to transfer to the FCT and to the Management Company of the FCT the Loan Data on the Debtorsfor the purpose of the transaction described in this Prospectus.

The French Commission Nationale de l Informatique et des Libertés (the CNIL ) is allowed to verifyfrom time to time that the treatment of data effected by the Management Company under the Data ProtectionAgreement complies with the provisions of law No. 78-17 of 6 January 1978 (as amended) relating to theprotection 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 ProtectionAgreement.

Ability to obtain the Decryption Key

Pursuant to the Data Protection Agreement, the Seller has agreed to deliver to the ManagementCompany:

(a) on the Closing Date and on each Subsequent Purchase Date during the Revolving Period, anEncrypted Data File (consisting in an electronically readable data tape containing encryptedinformation such as, inter alia, the names and addresses of the Debtors in relation to the PurchasedReceivables which the Seller has sold to the FCT on the Closing Date or on that SubsequentPurchase Date and to all the outstanding Purchased Receivables (either Performing Receivables orDefaulted Receivables, but excluding such Purchased Receivable (x) the transfer of which has beenrescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as atsuch date));

(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), theManagement Company (or any person appointed by it) will need the Decryption Key, which will not be in itspossession but under the control of BNP Paribas Securities Services, in its capacity as Data Protection

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Agent (to the extent it has not been replaced). Accordingly, there cannot be any assurance, in particular, asto:

(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 suchdata in time for it to validly implement the procedure of notification of the Debtors (as the case maybe) before the corresponding Receivables become due and payable (and to give the appropriatepayment instructions to the Debtors).

Individual Insurance Contract

Each Auto Lease Contract requires the Debtor to enter into an Individual Insurance Contract relating to thedestruction of or damage to the Car, theft of the Car and the personal liability of the Debtor relating to the useof the Car (responsabilité civile illimitée). However, because Crédipar does not track that insurance ismaintained on the Car, there can be no assurance that such Individual Insurance Contract is indeed in placeor, if in place, will remain in place at all times, or that the corresponding Individual Insurance Receivable caneffectively be assigned to the Compartment.

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 thecorresponding Transfer Document and will not arise unless the Seller takes the necessary action to give riseto such Purchased Receivables; for instance, a Car Sale Receivable will not arise if the Seller does not takethe necessary action to sell the relevant Car recovered from the Debtor, as the case may be. For suchreason, pursuant to the Master Purchase Agreement, the Seller has undertaken, to the fullest extentpossible, to always act in a manner and take the decisions that will lead to the effective arising of thePurchased Receivables which are future receivables as of their Purchase Date (see Section DESCRIPTIONOF THE MASTER PURCHASE AGREEMENT Undertakings of the Seller Other Undertakings ).

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 bythe Credit Institutions and Investment Companies Committee (Comité des Établissements de Crédit et desEntreprises d Investissement) (now the Autorité de Contrôle Prudentiel), is required to comply with specificrules of organisation, reporting requirements and regulatory ratios. In addition, the French Monetary andFinancial Code provides that no insolvency proceedings may be opened by a court against a credit institutionwithout 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 itsinsolvency. This risk is addressed by the fact that the Debtors will in such case be instructed by theManagement Company (or any third party or substitute servicer) to pay any amount owed under thePurchased 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

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Purchased Receivables will keep on being paid by the Debtors to the Servicer. This risk is mitigated asfollows.

In accordance with articles L. 214-46 and D. 214-103 of the French Monetary and Financial Code,the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank will enterinto the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) on orbefore the Closing Date pursuant to which an account of the Servicer shall be identified in order to beoperated as the Specially Dedicated Bank Account (compte spécialement affecté). Subject to and inaccordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient andtimely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account allAvailable Collections received in respect of the Purchased Receivables, provided that the Servicer hasundertaken vis-à-vis the FCT:

(i) that all Instalments paid by Debtors by direct debit shall be directly credited to the SpeciallyDedicated Bank Account without transiting via any other account of the Servicer provided that suchdirect debit amount will also include the corresponding VAT, and the insurance premium andgenerally the services fees owed by the relevant Debtor, as applicable; and

(ii) to transfer to the Specially Dedicated Bank Account within five (5) Business Days after receipt anyamount of Available Collections standing to the credit of any other of its bank accounts, provided thatsuch amount shall not include the corresponding VAT nor any amount of insurance premium orservices fees paid by the relevant Debtor, as applicable.

The Servicer has undertaken to transfer to the General Collection Account, by no later than five (5)Business Days after their credit to the Specially Dedicated Bank Account, any amount of AvailableCollections standing to the credit of the Specially Dedicated Bank Account.

The efficiency of the Specially Dedicated Bank Account mechanism will however be dependent uponthe fact that the Specially Dedicated Account Bank agrees to comply with its undertakings to follow solely theinstructions of the Management Company and cease to comply with the instructions of the Servicer followingreceipt of a notification to that effect.

In any case, the part of the Available Collections not credited directly to the Specially DedicatedBank Account but transiting via other accounts of the Servicer will not be protected against the comminglingrisk 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 stoptransferring any such amounts to the Specially Dedicated Bank Account.

To further mitigate the commingling risk, a Commingling Reserve has been established in order tomitigate this risk to the extent of the Commingling Reserve Fund, which shall be equal or greater than theCommingling Reserve Required Amount.

It should be noted that the VAT, and the insurance premium and generally the services fees owed bythe relevant Debtor are not being assigned to the FCT and accordingly the FCT will have no right whatsoeveron amounts collected in respect of any such amounts, notwithstanding the fact that any such amounts arebeing credited to the Specially Dedicated Bank Account.

It is an Eligibility Criteria for the purchase of a Receivable that the payment of the Receivable ismade by the automatic debit of a bank account (or of a postal bank account) authorised by the relevantDebtor(s) at the signature date of the Auto Lease Contract.

Continuation of the Auto Lease Contracts Compliance with the undertakings

As a general matter of French law, in the context of insolvency proceedings, the administrator isallowed to request the judge-in-charge to declare the termination of contracts to which the insolvent entity isa party if such termination is necessary for the safekeeping of that entity and if such does not excessively

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affect the interest of the counterparty (both criteria being subject to the appreciation of the judge), pursuantto article L.622-13-IV. of the French Commerce Code.

However, article L.214-43 of the French Monetary and Financial Code now provides a specific rulefor the benefit of the FCT as far as certain types of executory contracts are concerned, as follows: where thereceivable assigned to the securitisation organism results from a simple leasing agreement (contrat delocation) or a leasing agreement with purchase option (crédit-bail), the opening of insolvency proceedings asreferred to in Book VI of the Commerce Code or of equivalent proceedings pursuant to a foreign law againstthe 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 notprevent the continuation of the Auto Lease Contracts where the corresponding Leasing Receivables havebeen sold to the FCT.

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

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

(ii) the purpose of that specific provision is to make leasing securitisations through FCT morestraightforward, by tackling one of the major question surrounding that kind of transactions, being thecontinuation of the underlying lease contracts. In this respect, the above interpretation is the onlyway 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 administratorto decide whether it wishes to continue or terminate the Auto Lease Contract pursuant to article L.622-13-III.1° of the French Commerce Code, and, should the Lessee do so, the Auto Lease Contract would beterminated if the administrator does not answer to the Lessee within a one-month period (which period canbe decreased or increased up to two months). Economic incentives have been used in the Transaction, forthe purpose of encouraging the administrator to continue the Auto Lease Contracts in such case and to keepon complying with the undertakings of the Seller (for more details on these incentives, see the paragraphEconomic Incentives below). 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 woulddepend on a number of factors, such as, for instance, whether he is aware of the possibility offered byFrench law in this respect, whether termination of the Auto Lease Contract makes economic sense for it(depending in particular on the amount of the purchase option price as compared to the market value of therelevant Car at that time) or how easy it is for the Lessee s to find a replacement vehicle. Whethermaintenance and other services contracts keep on being performed or not after the opening of an insolvencyproceedings against Crédipar could also influence the Lessee s behavior in this respect. In addition, theprocedure would be conducted by each Lessee acting individually depending on its own position, it thereforeappears 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 Carsto a third party by way of transfer of the leasing activity of the Seller to that third party. It should be noted thatpursuant to article L.313-8 of the French Monetary and Financial Code, the third party would be bound tocomply with the provisions of the Auto Lease Contracts, to the extent that such Auto Lease Contracts qualifyas Professional Lease Contract under the French Monetary and Financial Code. There is no equivalent legalprovision in relation to Auto Lease Contracts which qualify as Consumer Lease Contract under the FrenchConsumer Code. However, the following facts could be taken into account by a French Court willing to treat

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an Auto Lease Contract qualifying as a Consumer Lease Contract in the same manner as an Auto LeaseContract qualifying as a Professional Lease Contract:

(a) both types of contracts are similar in the sense where they both include the on-going acquisition,from an economical point of view, of the ownership of the leased Car by the Debtor. Selling a Carwithout the related Auto Lease Contract would thus entail a financial loss for the correspondingDebtor and there would be very few legitimate arguments to treat the debtors under a ProfessionalLease Contract in a more favorable way than a debtor under a Consumer Lease Contract;

(b) on the contrary, it would be understandable that the Debtor under a Consumer Lease Contract,being a consumer (consommateur), could deserve at least as much protection as the Lessee undera Professional Lease Contract, being a professional (professionnel). In any case, if the Cars aretransferred to a third party, any Car Sale Receivables arising in relation to such transferred Cars willhave been originated by that third party and not by the Seller and will therefore not be transferred tothe FCT.

It should be noted, however, that economic incentives have been introduced in the securitisationtransaction, for the purpose of encouraging that third party purchasing the Cars to negotiate with the FCTand to take on certain obligations of the Seller (though such third party would not be obliged to do so from alegal point of view) (for more details on these incentives, see the paragraph Economic Incentives below).

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 LeaseContracts, in accordance with the provisions thereof, the usual management procedures of the Seller and theprovisions of the Transaction Documents, to sell the corresponding Car and to remit the correspondingmoneys to the FCT and more generally to comply with the provisions of the Transaction Documents and (ii) athird party purchasing the leasing activity of the Seller in the context of insolvency proceedings openedagainst the Seller, to negotiate with the FCT in order to take on certain of the obligations of the Seller underthe Transaction Document, a Performance Reserve shall be funded by the Seller on the Closing Date andadjusted thereafter (although no assurance can be given as to what the results of this economic incentive willactually be).

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

In the event of a breach by the Seller of any Seller Performance Undertakings, there shall no longerbe any release of the Performance Reserve to the Seller and the Management Company will be entitled (i) toset-off the restitution obligations of the FCT under the Performance Reserve Account against the then dueand payable Compensation Payment Obligations, up to the lowest of the two amounts, in accordance witharticles L. 211-38 et seq. of the French Monetary and Financial Code and to apply the corresponding fundsin accordance with the Priority of Payments on the immediately following Payment Date (or on that date if itis a Payment Date), without the need to give prior notice of intention to enforce its rights under thePerformance Reserve Fund (sans mise en demeure préalable) and (ii) in any case, to use the PerformanceReserve Fund as may be necessary to ensure the continued sale of the Cars and the crediting of thecorresponding proceeds to the General Collection Account.

Change of Law

The structure of the securitisation transaction referred to in this Prospectus is based on French lawand French tax, regulatory and administrative practices in effect as at the date of this Prospectus and withregard to the expected tax treatment of all relevant entities under such laws and practices. No assurancecan be given as to the impact of any possible change to French law and tax, regulatory or administrative

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practices which may occur after the date of this Prospectus, nor can any assurance be given as to whetherany such change could adversely affect the ability of the FCT to make payments under the Notes.

Risks relating to the Notes

General

The purchase of the Class A Notes is only suitable for investors (i) that possess adequateknowledge and experience in structured finance investments and have the necessary background andresources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of lossof their investment (up to a total loss of the investment) without having to prematurely liquidate theinvestment; and (iii) that are able to assess the tax aspects and implications of such investmentindependently.

Furthermore, each potential investor should base its investment decision on its own and independentinvestigation and on the advice of its professional advisors (with whom the investor may deem it necessaryto consult), be able to assess if an investment in the Class A Notes (i) is in compliance with its financialrequirements, its targets and situation (or if it is acquiring the Class A Notes in a fiduciary capacity, those ofthe beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions oninvestments (regardless of whether it acquires the Class A Notes for itself or as a trustee); and (iii) is anappropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks ofsuch investment.

Neither the FCT, the Management Company, the Custodian, the Compartment Account Bank, theCompartment Cash Manager, the Joint Lead Managers, the Joint Arrangers, the Paying Agent, the DataProtection Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the JuniorSwap Provider, the Seller, the Servicer nor any of their respective affiliates nor any other party has orassumes any responsibility for the adequacy or lawfulness of the acquisition of the Class A Notes by aprospective investor, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in whichit operates (if different), or for compliance by that prospective investor with any law, regulation or regulatorypolicy applicable to it.

Credit Enhancement Provides Only Limited Protection Against Losses

Credit enhancement mechanisms established in respect of the Compartment comprise thesubordination of payments to the Class B Noteholders and the existence of a General Reserve Fund. Thosemechanisms provide only limited protection to the Class A Noteholders. Although the credit enhancementmechanisms are intended to reduce the effect of late payments or losses incurred in respect of thePurchased Receivables, the amount of such credit enhancement is limited and, if reduced, the Class ANoteholders, may suffer from late payments or losses. As a consequence, the credit enhancementmechanisms might not be sufficient in the event of late payments or losses attributable to the PurchasedReceivables. In the event of an increase of the losses relating to the Purchased Receivables, the GeneralReserve Fund may be used without the Management Company being in a position to replenish it up to theGeneral Reserve Required Amount. Under such circumstances, the Class A Noteholders would benefit onlyfrom the protection offered by the subordination of payments due to the Class B Noteholders.

Greater Risk for the Class B Notes

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

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During the Accelerated Amortisation Period, the Class B Noteholders will receive payments only tothe extent that the Class A Notes have been redeemed in full.

Other Account only for Specific Purposes

In addition to the General Reserve Account, the Commingling Reserve Account is intended to protectthe FCT, to the extent of the amount standing to the credit thereof, against the commingling risk only (seeSection RISKS FACTORS Selected French law aspects Selected French insolvency law aspects Commingling ).

If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT,the Management Company will open a separate account (the Collateral Cash Account ) in which suchcash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securitiesis provided, the Management Company will be required to open a custody account in which such securitiesprovided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and,together with the Collateral Cash Account, the Collateral Accounts ).

No payments or deliveries may be made in respect of the Collateral Accounts other than the transferof collateral to the FCT or the return of excess collateral and payment of a remuneration on such collateral tothe relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside ofany Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upontermination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest RateSwap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accountsin accordance with the relevant Interest Rate Swap Agreement against such amounts (the Netted SwapTermination Amount ). Any collateral not applied to discharge the Netted Swap Termination Amount shallbe 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 TerminationAmount may be used by the FCT as deems fit.

Yields to Maturity and Weighted Average Life of the Class A Notes

Although the origination of Lease Receivables by the Seller has remained stable for the last threeyears (see Section DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER ), there is noassurance that in the future the origination of auto leases by the Seller will be sufficient or that all or part ofsuch new leases will meet the Eligibility Criteria. Consequently, the Revolving Period might end prior to itsscheduled end date as set out in this Prospectus.

The calculation of the weighted average life of the Class A Notes is subject, among others, to certainassumptions regarding the payment of the Purchased Receivables, the characteristics of the AdditionalReceivables purchased during the Revolving Period and the hypothetical rates of CPR and delinquency ofthe Receivables, which may materially differ from what will be actually observed. The prepayment of theReceivables is influenced by a variety of economic and social factors such as market interest rates, theeconomic situation of the Debtors and the general economic situation, for which reason it cannot bepredicted.

In addition, a high level of Prepayments, the occurrence of an Amortisation Event, AcceleratedAmortisation Event, Compartment Liquidation Event or Partial Early Amortisation Event may each influencethe average lives and the respective yields to maturity of the Notes (see Section WEIGHTED AVERAGELIFE OF THE NOTES ).

Interest Rate Risk

The Purchased Receivables arising from the Auto Lease Contracts incorporate a fixed rate ofinterest whilst the Notes bear a floating rate of interest based on the relevant EURIBOR Reference Rate.

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Consequently, the FCT is exposed to an interest rate risk which will be hedged, in respect of the Class ANotes, by way of two Interest Rate Swap Agreements, each such Interest Rate Swap Agreement to beentered into between the FCT and an Interest Rate Swap Counterparty and, in respect of the Class B Notes,by way of a Junior Swap Agreement, to be entered into between the FCT and the Junior Swap Provider. Ifany of the Interest Rate Swap Counterparties or the Junior Swap Provider does not comply with itsundertakings under the relevant Interest Rate Swap Agreement or the Junior Swap Agreement, asapplicable, and notwithstanding the substitution mechanism of such Interest Rate Swap Agreement or JuniorSwap Agreement, as applicable, the FCT cannot find a replacement interest rate swap counterparty, theNoteholders could be exposed to interest rate risk (see Section CREDIT STRUCTURE Description of theInterest Rate Swap Agreements ).

Early Liquidation of the Issuer

The Compartment Regulations set out a number of circumstances in which the ManagementCompany would be entitled or obliged to liquidate the Compartment. These circumstances may occur priorto the scheduled maturity date of the Class A Notes, in which case the Class A Notes may be prepaid.There is no assurance that the market value of the Purchased Receivables will at any time be equal to orgreater than the aggregate outstanding amount of the Notes then outstanding plus the accrued interestthereon.

Moreover, in the event of the occurrence of an Compartment Liquidation Event and a sale of theassets of the Compartment by the Management Company (see "LIQUIDATION OF THE COMPARTMENT,CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES"), the Management Company, theCustodian, any relevant parties to the Transaction Documents and the Interest Rate Swap Counterpartieswill be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and otheramounts owing to such parties prior to any distributions due to the holders of the Notes (including the ClassA 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 notbear interest. A Notes Interest Shortfall may occur on a Payment Date when, inter alia, the AvailableDistribution Amount, as applied in accordance with and subject to the relevant Priority of Payments, is notsufficient to pay the Class A Interest Amount or the Class B Interest Amount.

No Liquidity on the Secondary Market Transfer Restrictions

No assurance can be given as to the development of a secondary market for the Class A Notes(despite the fact that application has been made to list the Class A Notes on the Eurolist by Euronext (asoperated by Euronext Paris)) or that, if a secondary market does develop, such market will continue for solong as the Class A Notes remain outstanding or will provide Class A Noteholders with sufficient liquidity.The absence or insufficiency of liquidity in the secondary market is likely to result in fluctuations of the marketvalue of the Class A Notes.

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

Furthermore, the Class A Notes are subject to certain selling and transfer restrictions, which mayfurther limit their liquidity (see SUBSCRIPTION AND OFFERING OF THE CLASS A NOTES ).

Rating of the Class A Notes

The ratings assigned to the Class A Notes by the Rating Agencies reflect only the views of theRating Agencies. The ratings address the likelihood of full and timely payment to the holders of Class A

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Notes of all payments of interest on the Class A Notes and the full and timely payment of principal on theClass A Notes on a date that is not later than the Final Maturity Date. The ratings may not reflect thepotential impact of all risks related to the transaction structure, the other risk factors discussed herein, or anyother factors that may affect the value of the Class A Notes.

There is no assurance that any such ratings will continue for any period of time or that they will notbe reviewed, revised, suspended or withdrawn entirely by any of the Rating Agencies as a result of changesin 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 LeaseContracts, or the automobile industry generally, could also have an adverse impact on the ratings of theClass A Notes. A credit rating is not a recommendation to buy, sell or hold securities and may besubject to revision, suspension or withdrawal at any time by the assigning rating organisation.

Withholding Tax

Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificativepour 2009) # 2009-1674 dated 30 December 2009 (the Law ), payments of interest and other income madeby the FCT with respect to the Notes will not be subject to the withholding tax set out under article 125 A IIIof the Tax Code unless such payments are made outside of France in a non-cooperative State or territory(Etat ou territoire non-coopératif) within the meaning of article 238-0 A of the Tax Code (a Non-CooperativeState ). If such payments under the Notes are made in a Non-Cooperative State, a 50% withholding tax willbe applicable (subject (where relevant) to certain exceptions summarised below and the more favourableprovisions of any applicable double tax treaty) pursuant to article 125 A III of the Tax Code.

Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply if theFCT can prove that the principal purpose and effect of a particular issue of Notes was not that of allowing thepayment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to aruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, anissue of Notes will benefit from the Exception without the FCT having to provide any proof of the purpose andeffects of such issue of Notes if such Notes are:

(i) offered by means of a public offer within the meaning of article L.411-1 of the French Monetary andFinancial Code or pursuant to an equivalent offer in a State or territory other than a Non-CooperativeState (for this purpose, an "equivalent offer" means any offer requiring the registration or submissionof 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 systemprovided that (a) such market or system is not located in a Non-Cooperative State, (b) the operationof such market is carried out by a market operator or an investment services provider or a similarforeign entity, and (c) such market operator, investment services provider or entity is not located in aNon-Cooperative State; or

(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securities clearingand delivery and payments systems operator within the meaning of article L.561-2 of the FrenchMonetary and Financial Code, or of one or more similar foreign depositaries or operators providedthat 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 Notesand, subject to their effective listing, the Exception will apply in respect of such Class A Notes.

Consequently, under current law, all payments of principal or interest by the FCT in respect of theClass A Notes will be made free from any withholding or deduction for or on account of any tax imposed inFrance subject as provided in the Section entitled FRENCH TAXATION REGIME on page 160. However,there can be no assurance that the law or practice will not change.

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In the event withholding taxes are imposed in respect of payments due to holders of Notes, neitherthe FCT nor the Paying Agent (in respect of the Class A Notes only) nor any other party to the TransactionDocuments will be obliged to gross-up or otherwise compensate the holders of Notes for the lesser amountsthe holders of Notes will receive as a result of the imposition of withholding taxes.

EU Directive on the taxation of savings income

Under the EC Council Directive 2003/48/EC on the taxation of savings income (the SavingsDirective ), each Member State is required, from 1 July 2005, to provide to the tax authorities of anotherMember State details of payments of interest (or similar income) paid by a person within its jurisdiction to anindividual resident in that other Member State. However, for a transitional period, Luxembourg and Austriaare instead required (unless during that period they elect otherwise) to operate a withholding system inrelation to such payments (the ending of such transitional period being dependent upon the conclusion ofcertain 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 orcollected through a Member State which has opted for a withholding system and an amount of, or in respectof, tax were to be withheld from that payment, neither the FCT nor any Paying Agent nor any other personwould be obliged to pay additional amounts with respect to any Class A Note as a result of the imposition ofsuch withholding tax. The FCT will ensure that it maintains a Paying Agent in a Member State that will notbe obliged to withhold or deduct tax pursuant to the Savings Directive.

Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity inrespect of the Notes - Implementation of Basel II Risk-Weighted Asset Framework

The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the"Committee"). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness andstability of the international banking system as a result of the higher capital ratios that it required. TheCommittee published the text of the new capital accord under the title: "Basel II; International Convergenceon Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June 2004. InNovember 2005, the Committee issued an updated version of the Framework. On 4 July 2006, theCommittee issued a comprehensive version of the Framework. This Framework places enhanced emphasison market discipline, internal procedures and governance and sensitivity to risk and serves as a basis fornational and supra-national rule-making and approval processes for banking organisations. The Frameworkwas put into effect for credit institutions in Europe via the recasting of a number of prior directives. Thisconsolidating directive is referred to as the EU Capital Requirements Directive ("CRD"). Member Stateswere 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 operationalrisk are required to be implemented from January 2008. The Framework, as implemented, will affect riskweighting of the Notes for investors. Consequently, the Noteholders should consult their own advisers as tothe consequences to and effect on them of the application of the Framework as implemented by their ownregulator, to their holding of any Notes. The FCT is not responsible for informing the Noteholders of theeffects of the changes to risk-weighting which will result for investors from the adoption by their own regulatorof the Framework.

The Committee announced in April 2008 that it would take steps to strengthen certain aspects of theFramework and, to this end, it introduced a package of consultative documents, the Revisions to the Basel IImarket risk framework and Proposed enhancements to the Basel II framework in January 2009. TheEuropean Commission also published in April 2008 a consultation paper on certain changes proposed to theCRD and it has also sought technical advice on its proposed changes from the Committee of EuropeanBanking 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 December2008. 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. TheEuropean Parliament has agreed to the amendments (including the 5% "skin in the game" retention

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requirement) to the CRD on 6 May 2009 and the Council and the European Parliament adopted a directive2009/111/EC on 16 September 2009 ( CRD 2 ).

In particular, in Europe, investors should be aware of article 122a of the CRD ( article 122a ), asimplemented in France by the order (arrêté) of 25 August 2010 modifying several regulatory provisionsrelating to prudential control of credit institutions and investment firms (the 2010 Order ) including, inter alia,the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investmentfirms, as amended from time to time (the 2007 Order ). The 2010 Order entered into force on 31 December2010 and article 23 of the 2010 Order (which introduces a new article 217-1 in the 2007 Order) applies ingeneral to new securitisations issued on or after 1 January 2011 and, after 31 December 2014, to existingsecuritisations where new underlying exposures are added or substituted after 31 December 2014. article122a restricts an EU regulated credit institution from investing in asset-backed securities unless theoriginator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EUregulated 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. article122a also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certaindue diligence in respect of, amongst other things, its note position and the underlying exposures and thatprocedures are established for such activities to be conducted on an on-going basis. Failure to comply withone or more of the requirements set out in article 122a will result in the imposition of a penal capital chargeon the notes acquired by the relevant investor.

Prospective noteholders should therefore make themselves aware of the requirements of article122a, where applicable to them, in addition to any other regulatory requirements applicable to them withrespect to their investment in the Notes. Each prospective investor is required to independently assess anddetermine the sufficiency of the information described in this Prospectus for the purposes of complying witharticle 122a and its own situation and obligations in this respect.

There remains considerable uncertainty with respect to article 122a and it is not clear what will berequired to demonstrate compliance to national regulators. Investors who are uncertain as to therequirements that will need to be complied with in order to avoid the additional regulatory charges for noncompliance with article 122a should seek guidance from their regulator. Similar requirements to those set outin article 122a are expected to be implemented for other EU regulated investors (such as investment firms,insurance and reinsurance undertakings and certain hedge fund managers) in the future.

Article 122a of the Capital Requirements Directive and any other changes to the regulation orregulatory treatment of the Notes for some or all investors may negatively impact the regulatory position ofindividual investors and, in addition, have a negative impact on the price and liquidity of the Notes in thesecondary market.

Eurosystem Eligibility

The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility.

This means that the Class A Notes are intended upon issue to be admitted to the operations ofEuroclear France (acting as central depositary) and deposited with one of Euroclear Bank S.A./N.V. orClearstream, Luxembourg, as common safekeeper but does not necessarily mean nor imply any guaranteethat the Class A Notes will be recognised as eligible collateral for Eurosystem monetary policy and intradaycredit 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 riskthat the Class A Notes will not be eligible collateral for Eurosystem. Neither the FCT, the ManagementCompany, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint LeadManagers, the Joint Arrangers, the Paying Agent, the Data Protection Agent, the Specially DedicatedAccount Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor

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any of their respective affiliates nor any other party gives any representation, warranty, confirmation orguarantee to any investor in the Class A Notes that the Class A Notes will, either upon issue, or at any or alltimes during their life, satisfy all or any requirements for Eurosystem eligibility and be recognised asEurosystem eligible collateral. Any potential investor in the Class A Notes should make their ownconclusions and seek their own advice with respect to whether or not the Class A Notes constituteEurosystem eligible collateral.

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 tradingon a regulated market in the European Union such as the Eurolist by Euronext. The Transparency Directiveis required to be implemented in EU member states by 20 January 2007. Should the Transparency Directiveimpose requirements on the FCT which the Management Company determines to be unduly burdensome ornot in the best interests of the Noteholders, the FCT may request the holders of Class A Notes to vote on ade-listing of the Class A Notes pursuant to the holders of Class A Notes consultation and voting rules setforth in the section Terms and Conditions of the Notes . If required by the the holders of Class A Notes, theFCT will use its best endeavours to obtain an alternative admission to listing, trading and/or quotation for theClass A 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 FCTmay decide, so that the Transparency Directive would not apply to the FCT in any case. If such analternative 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 theClass A Notes as a result of the listing on the Eurolist by Euronext, de-listing the Class A Notes from suchregulated market may have a material effect on the ability to resell the Class A Notes in the secondarymarket.

Liability under the Notes Direct Exercise of Rights

The Notes are the obligations of the FCT in respect of the Compartment only and will not be theobligations of, or guaranteed by, any other entity. In particular, the Notes will not be the obligations of, orguaranteed by, the Management Company, the Custodian, the Seller, the Servicer, the CompartmentAccount Bank, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the JointArrangers, the Joint Lead Managers, the Interest Rate Swap Counterparties, the Junior Swap Provider orany of their respective affiliates and/or employees or agents and none of such persons accepts any liabilitywhatsoever 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 and the Class B NoteholdersRepresentative (each, as defined in section "TERMS AND CONDITIONS OF THE NOTES") and the powersof the General Meeting of the Class A Noteholders and the General Meeting of the Class B Noteholders, onlythe 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 furtherrepresent and act in the best interests of the Noteholders and the Residual Unitholders. The ManagementCompany has the exclusive right to exercise contractual rights against the parties which have entered intoagreements with the FCT, including the Seller and the Servicer. The Noteholders and the ResidualUnitholders 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 orthe Residual Unitholders, but the inability of the Compartment to pay interest, principal or other amounts onor in connection with the Notes and the Residual Units may occur for other reasons and the ManagementCompany and the Custodian do not represent that the above statements regarding the risks of holding theNotes or the Residual Units are exhaustive. Although the various structural elements described in thisProspectus aim at lessening some of these risks for Noteholders or Residual Unitholders, there can be noassurance that these measures will be sufficient to ensure payment, on a timely basis or at all, toNoteholders or to Residual Unitholders of interest, principal or any other amounts on or in connection withthe Notes or the Residual Units.

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OPERATION OF THE COMPARTMENT,REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS

General

The rights of the Noteholders and of the Residual Unitholders to receive payments of principal andinterest on the Notes or the Residual Units, as applicable, will be determined in accordance with the relevantperiod of the Compartment (as described below). The relevant periods are the Revolving Period, theAmortisation Period, and, in certain circumstances, the Accelerated Amortisation Period. Following theoccurrence of an Accelerated Amortisation Event during the Revolving Period or the Amortisation Period, theAccelerated 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 Periodthe Seller will be entitled to assign new Receivables to the FCT, in accordance with the provisions of theMaster Purchase Agreement and the Compartment Regulations. The Receivables assigned to the FCT bythe Seller during the Revolving Period will be exclusively allocated to the Compartment by the ManagementCompany.

Operation

Expected Duration of the Revolving Period

The Revolving Period is the period beginning on the Closing Date and ending on (and including) thePayment Date falling thirty (30) 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 complywith the Eligibility Criteria and which ensure that the Global Portfolio Limits will be complied with onthe immediately following Subsequent Purchase Date;

(b) on each Subsequent Purchase Date, the Compartment may purchase from the Seller AdditionalReceivables which comply with the Eligibility Criteria and which ensure that the Global PortfolioLimits will be complied with on that Subsequent Purchase Date, in accordance with and subject tothe terms and conditions of the Master Purchase Agreement and the applicable Priority of Payments(see Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Assignment on anySubsequent Purchase Date );

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

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

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(ii) to pay in full the Class A Interest Amounts due on the relevant Payment Date, such Class AInterest Amounts will be paid to the Class A Noteholders on a basis pro rata and pari passuwith the payment of fees due to the Paying Agent; and

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

and the Management Company shall calculate, if any, the Class A Notes Interest Shortfall and/or theClass B Interest Shortfall. Any Class A Notes Interest Shortfall or, as the case may be, Class BNotes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the nextPayment Dates to the extent of the Available Distribution Amount and subject to the relevant Priorityof Payments, provided that neither the Class A Notes Interest Shortfall nor the Class B Notes InterestShortfall will bear interest;

(d) before any Subsequent Purchase Date, the Management Company will instruct the Custodian andthe Compartment Account Bank, as necessary, to pay to the Seller the aggregate of the PrincipalComponent Purchase Price of the Series of Receivables to be transferred by the Seller to the FCTon such Subsequent Purchase Date, by debiting the Principal Account on the relevant PaymentDate, provided that the aggregate of all such Principal Component Purchase Prices shall not exceed,in any event, the Available Purchase Amount, as calculated by the Management Company in respectof 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;

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

(f) 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 Fund standingto the credit of the General Reserve Account;

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

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

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

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

(i) on each Payment Date, according to the applicable Priority of Payments, the Management Companyshall pay to the Junior Swap Provider the relevant amounts due under the relevant Junior SwapAgreement;

(j) on each Payment Date, according to the applicable Priority of Payments, the Management Companyshall transfer to the credit of the Principal Account, an amount equal to the Principal DeficiencyAmount as calculated by it in respect of such Payment Date;

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

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

(m) upon the occurrence of an Amortisation Event or an Accelerated Amortisation Event, the RevolvingPeriod shall automatically terminate and the Compartment shall enter into the Amortisation Period orthe Accelerated Amortisation Period, as the case may be.

Conditions Precedent to the purchase of Additional Receivables

According to the provisions of article L. 214-43 of the French Monetary and Financial Code and ofthe Compartment Regulations, the FCT is entitled to purchase Series of Receivables which comply with theEligibility Criteria from the Seller after the First Purchase Date for their exclusive allocation to theCompartment by the Management Company. The Series of Receivables which meet the Eligibility Criteriawill be extracted, during the Revolving Period, from the existing portfolio of the Seller as of the First PurchaseDate and/or from portfolios of eligible Series of Receivables originated by the Seller after that First PurchaseDate. Consequently, the FCT has agreed to purchase from the Seller additional Series of Receivables whichmust 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 thepurchase 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 Documentsand 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 tothe applicable provisions of the Master Servicing Agreement;

(f) the Servicer has duly made available to the Management Company the Monthly Servicer Report tobe produced by it, in accordance with the provisions of the Master Servicing Agreement, on therelevant Information Date;

(g) no material adverse change in the business of the Seller has occurred which, in the reasonableopinion of the Management Company, might prevent the Seller from performing its obligations underthe Master Purchase Agreement or the Master Servicing Agreement, provided, however, that theManagement 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 withinthe PSA Group including any change into another corporate form or branch, will not constitute acircumstance which may impair the purchase of eligible Series of Receivables from the newlyestablished entity, to the extent that all the other conditions precedent referred to in this section havebeen fulfilled;

(h) the purchase from the Seller by the FCT of Receivables which comply with the Eligibility Criteria afterthe First Purchase Date for exclusive allocation by the Management Company to the Compartmentwill not lead, in the reasonable opinion of the Management Company, to the placement on negativeoutlook or as the case may be on rating watch negative or review for possible downgrade , or thedowngrading or the withdrawal of any of the ratings of the Class A Notes;

(i) on the relevant Settlement Date, (i) the Seller has credited the Performance Reserve Account withthe applicable Performance Reserve Cash Deposit Additional Amount and (ii) the Servicer hascredited the Commingling Reserve Account with such amount as may be necessary for the creditstanding thereto to be at least equal to the then applicable Commingling Reserve Required Amounttowards the FCT under the Master Servicing Agreement;

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

(k) the Seller has represented and warranted to the Management Company, acting in its name on behalfof the Compartment, that each of the Receivables satisfies the Eligibility Criteria as of the relevantPurchase Date; and

(l) immediately following the purchase of the Additional Receivables by the FCT on that SubsequentDate, each Global Portfolio Limit (taking into account any such Additional Receivables) shall becomplied with.

Methods of Purchase of Additional Receivables

The procedure for the purchase of Additional Receivables from the Seller after the First PurchaseDate 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 ManagementCompany will notify the Seller of the Available Purchase Amount on the relevant Purchase Date,provided that the total Purchase Price of the Series of Receivables which may be purchased fromthe Seller in aggregate on any Subsequent Purchase Date shall not be higher than the AvailablePurchase Amount notified to it by the Management Company;

2. on the Subsequent Selection Date, the Seller will send to the Management Company a PurchaseOffer including Series of Receivables randomly selected on such Subsequent Selection Date withinthe series of receivables which comply with the Eligibility Criteria and a Purchase Price which shallnot be higher than the Available Purchase Amount;

3. the Management Company will carry out consistency tests on the information provided to it by theSeller and will verify the compliance of certain of the Series of Receivables which are offered forpurchase at the relevant Subsequent Purchase Date comply with the applicable Eligibility Criteria asat such Subsequent Purchase Date, provided that the responsibility for the non-compliance of theSeries of Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevantPurchase Date will at all time remain with the Seller only (and the Management Company shall underno circumstance be liable therefor);

4. on receipt of the Transfer Document by the Management Company, which Transfer Document has tobe delivered by the Seller on the relevant Subsequent Purchase Date, the Management Companyshall indicate its reasonable intention or reasonable refusal to purchase the Series of Receivablesstated in the Transfer Document and accept the Purchase Offer by signing the Transfer Document.The Management Company will provide the Seller with a certified copy of the duly signed TransferDocument and deliver the original to the Custodian; and

5. the Management Company will give the necessary instructions to the Custodian and theCompartment Account Bank to ensure that in respect of each Series of Receivables the PrincipalComponent Purchase Price will be debited from the Principal Account on the relevant Payment Dateand the Interest Component Purchase Price will be debited from the Interest Account on the secondPayment Date falling after such Subsequent Purchase Date in accordance with the applicablePriority of Payments.

Suspension of Purchases of Additional Receivables

The purchase of Additional Receivables will be suspended on any Subsequent Purchase Date to theextent that none of the series of receivables originated by the Seller satisfies, temporarily or partially, theEligibility Criteria applicable to the Series of Receivables or to the extent that the conditions precedent topurchase are not fulfilled. Consequently, the amounts otherwise allocated by the Management Company tothe payment of the Purchase Price of such Series of Receivables will be retained by the FCT in the Principal

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Account for the purpose of subsequent purchases save to the extent that such a suspension becomesdefinitive due to a Purchase Shortfall, thereby triggering an Amortisation Event.

Partial Early Amortisation

Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Eventhaving occurred, if, on four (4) successive Purchase Dates, the aggregate of the Outstanding PrincipalDiscounted Balance of the Performing Auto Lease Contracts, as calculated on the Determination Dateimmediately preceding each such Purchase Dates (including the aggregate of the Outstanding PrincipalDiscounted Balance of the Auto Lease Contracts the related Series of Receivables in respect of which aresold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greaterthan 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the InitialPrincipal Amount of the Class B Notes, then, on the immediately following Payment Date, the Class A Notesand the Class B Notes will be subject to mandatory redemption in a total amount equal to the Partial EarlyAmortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during theRevolving Period.

On that Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to thePriorities of Payments otherwise applicable for the amortisation of the Class A Notes and the Class B Notes,the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class ANotes and the Class B Notes, on a pari passu and pro rata basis the Principal Amount Outstanding of theClass A Notes and of the Class B Notes.

For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial PrincipalAmount of the Class A Notes and of the Class B Notes shall continue to be used as a basis for the purposeof 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 Eventhaving occurred, the Amortisation Period will be the period beginning on the Payment Date falling inFebruary 2015 (included) and ending on the earlier of the date when the Principal Amount Outstanding of theNotes 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 anAmortisation Event :

(a) a Purchase Shortfall occurs; or

(b) 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 notcomplied with; or

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

(e) on any Settlement Date, the Seller has failed to credit the Performance Reserve Account with theapplicable Performance Reserve Cash Deposit Additional Amount and has not remedied suchdefault within five (5) Business Days; or

(f) the Seller has breached any of its material obligations under the Data Protection Agreement; or

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(g) the credit rating of any Interest Rate Swap Counterparty is downgraded to below the relevant SwapCounterparty Required Ratings and such Interest Rate Swap Counterparty is not replaced orguaranteed by a third party with the Swap Counterparty Required Ratings or fails to provide collateralin accordance with the provisions of the relevant Interest Rate Swap Agreement; or

(h) a Servicer Termination Event occurs; or

(i) a Principal Deficiency Shortfall occurs; or

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

(k) the Seller has breached any of the Seller Performance Undertakings; or

(l) on any Payment Date, the Seller has failed to credit the General Reserve Account with the applicableGeneral Reserve Required Amount in accordance with the relevant Priority of Payment.

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 fromthe Seller;

(b) on each Payment Date, subject to the applicable Priority of Payments, the Noteholders shall receiveClass A Interest Amounts and Class B Interest Amounts, respectively as calculated by theManagement Company (see Section TERMS AND CONDITIONS OF THE NOTES Interest ),provided that in the event that the Available Distribution Amount is insufficient:

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

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

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

and the Management Company will calculate, if any, the Class A Notes Interest Shortfall and/or theClass B Notes Interest Shortfall . The Class A Notes Interest Shortfall and/or, as the case may be,the Class B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes onthe next Payment Dates to the extent of the Available Distribution Amount, provided that:

(i) in accordance with the Interest Priority of Payments, any Class A Notes Interest Shortfall willbe paid in priority to any Class B Notes Interest Shortfall; and

(ii) neither the Class A Notes Interest Shortfall nor the Class B Notes Interest Shortfall bearsinterest;

(c) on each Payment Date occurring during the Amortisation Period, according to the Principal Priority ofPayments, the Noteholders will receive payment of the Class A Principal Payments and the Class BPrincipal Payments, respectively, provided that the Class A Principal Payments will be paid in priorityto any Class B Principal Payments (to the extent of the Available Distribution Amount, as calculatedby the Management Company) (see Section TERMS AND CONDITIONS OF THE NOTES );

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(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 Fund standingto the credit of the General Reserve Account;

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

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

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

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

(g) on each Payment Date, according to the applicable Priority of Payments, the Management Companyshall pay to the Junior Swap Provider the relevant amounts due under the relevant Junior SwapAgreement;

(h) on each Payment Date, according to the applicable Priority of Payments, the Management Companyshall transfer to the credit of the Principal Account, an amount equal to the Principal DeficiencyAmount as calculated by it in respect of such Payment Date;

(i) on each Payment Date, the Management Company shall repay to the Seller any amount by whichthe General Reserve Fund exceeds the then applicable General Reserve Required Amount, inaccordance with the Interest Priority of Payments;

(j) on each Payment Date, the Management Company shall repay to the Servicer any amount by whichthe Commingling Reserve Fund exceeds the then applicable Commingling Reserve Fund RequiredAmount, outside any Priority of Payments;

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

(l) by way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of theGeneral Collection Account and the General Reserve Account only will be applied in the payment ofitems (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments) andno 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 Periodis the period beginning on the first Payment Date falling on or after the date on which an AcceleratedAmortisation Event occurs and ending, at the latest, on the Final Legal Maturity Date.

Accelerated Amortisation Event

If:

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(i) any Class A Interest Amount remains unpaid for five (5) Business Days following the relevantPayment Date; or

(ii) the Servicer fails to provide the Management Company with its Monthly Servicer Report on theInformation Date immediately following a Reduced Payment Date; or

(iii) the Principal Deficiency Amount is higher than 50% of the Principal Amount Outstanding of the ClassB Notes; or

(iv) Crédipar (a) becomes insolvent, is subject to one of the proceedings set out in book VI of the FrenchCommercial Code, (b) has its credit institution licence withdrawn or (c) is subject to injunctions madeby the Autorité de Contrôle Prudentiel 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 casemay be, the Amortisation Period, will automatically terminate and the Accelerated Amortisation Period willcommence. During the Accelerated Amortisation Period, the Compartment will operate as follows:

(a) following the occurrence of an Accelerated Amortisation Event during the Revolving Period, theManagement Company will cease to be entitled to purchase Additional Receivables from the Seller;

(b) on each Payment Date, the Class A Noteholders and the Class B Noteholders will receive, accordingto the Accelerated Priority of Payments, payments of Class A Interest Amounts, of the PrincipalAmount Outstanding of the Class A Notes, of the Class B Interest Amounts and of the PrincipalAmount Outstanding of the Class B Notes, respectively as calculated by the Management Company(see Section TERMS AND CONDITIONS OF THE NOTES Interest and Redemption ), providedthat:

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

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

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

(A) to pay in full the Class A Interest Amounts due on any Payment Date, such ClassA Interest Amounts are paid to the Class A Noteholders on a pro rata and paripassu 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 anyPayment Date, any principal payable to the Class A Noteholders is paid to theClass 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 ClassB Interest Amounts are paid to the Class B Noteholders on a pro rata and paripassu basis ;

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

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

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

(e) on each Payment Date, according to the applicable Priority of Payments, the Management Companyshall pay to the Junior Swap Provider the relevant amounts due under the relevant Junior SwapAgreement;

(f) on each Payment Date, according to the applicable Priority of Payments, the Management Companyshall transfer to the credit of the Principal Account, an amount equal to the Principal DeficiencyAmount as calculated by it in respect of such Payment Date; and

(g) on the Compartment Liquidation Date, the Management Company shall pay to the holder of theResidual 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 transfer to the GeneralCollection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated BankAccount, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account.

During the Revolving Period, no later than two (2) Business Days prior to each SubsequentPurchase Date, the Management Company will calculate the Available Collections in respect of theCollection Period immediately preceding such Subsequent Purchase Date and the Available PurchaseAmount, on the basis of the information contained in the Monthly Servicer Report provided to theManagement Company on the relevant Information Date.

During the Amortisation Period, the Management Company will calculate the Available Collections inrespect of the Collection Period immediately preceding the Calculation Date, on the basis of the informationcontained in the Monthly Servicer Report provided to the Management Company on the relevant InformationDate.

On each Calculation Date during the Revolving Period and the Amortisation Period and in respect ofeach Collection Period, the Management Company will determine the Available Interest Amount standing tothe credit of the Interest Account and the Available Principal Amount standing to the credit of the PrincipalAccount.

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 relevantinstructions to the Custodian and the Compartment Account Bank to ensure that the Principal Account iscredited with the Available Principal Collections by debiting the General Collection Account with such amounton each Settlement Date in the Revolving Period or the Amortisation Period.

Allocation to the Interest Account

After the payment of all the amounts set out in Allocation to the Principal Account above, theManagement Company will give the relevant instructions to the Custodian and the Compartment AccountBank to ensure that the remaining amount relating to the Available Collections standing to the credit of theGeneral Collection Account is credited to the Interest Account on each Settlement Date in the RevolvingPeriod or the Amortisation Period.

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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 themanner specified above but applied 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 inaccordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as thecase may be, the Accelerated Amortisation Period, the Management Company will give the relevantinstructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment CashManager, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior SwapProvider and the Paying Agent.

Compartment Accounts

These allocations shall be made only by the Management Company, the Custodian and theCompartment Account Bank provided that no amount will be withdrawn from a Compartment Account if therelevant Compartment Account would have a debit balance as a result thereof (see Section DESCRIPTIONOF THE COMPARTMENT ACCOUNTS ).

Reduced Payment Date

Notwithstanding any provision to the contrary in any Transaction Document, on a Reduced PaymentDate, all amounts standing to the credit of the General Collection Account and the General Reserve Accountonly will be applied in the payment of items (a), (b) and (c) of the Interest Priority of Payments (to theexclusion 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 theManagement Company with certain information relating to rental payments, purchase option payments andany other payments received on the Purchased Receivables. In that respect, the Servicer will provide theManagement Company with the Monthly Servicer Report on each Information Date. On the basis of theinformation contained in the Monthly Servicer Report, the Management Company will determine whether aPartial 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 towhich the Management Company has not received confirmation from the Servicer (whether in the MonthlyServicer Report or otherwise) as to whether they constitute or not Available Principal Collections shall bekept to the credit of the General Collection Account on the relevant Payment Date notwithstanding anyprovision 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 isthe responsibility of the Management Company (i) to calculate, amongst other things, on each DeterminationDate, the relevant Rate of Interest applicable to the relevant Interest Period, the Class A Interest Amountsand the Class B Interest Amounts due in respect of each Interest Period, (ii) to calculate, in due course priorto each Payment Date, the Principal Deficiency Amount with respect to such Payment Date, (iii) to calculatethe Principal Amount Outstanding of each Note, and (iv) to give the necessary instructions for the applicabletransfers and allocations of payments in respect of any Payment Date.

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It is the responsibility of the Management Company to ensure that payments will be made inaccordance 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 anddeterminations required in relation to the applicable Priority of Payments.

On each Payment Date during the Revolving Period and the Amortisation Period, the AvailableInterest Amount and the Available Principal Amount will be applied in making the payments referred to in theInterest Priority of Payments and in the Principal Priority of Payments described below. The paymentsreferred to in the Interest Priority of Payments will be made prior to the payments referred to in the PrincipalPriority of Payments.

On each Payment Date during the Accelerated Amortisation Period, all monies standing to the creditof the General Collection Account together with any residual monies standing to the credit of the PrincipalAccount and the Interest Account, will be applied in accordance with the Accelerated Priority of Payments.

Priority of Payments during the Revolving Period and the Amortisation Period

Interest Priority of Payments

During the Revolving Period and the Amortisation Period, the Available Interest Amount standing tothe credit of the Interest Account will be applied on each Payment Date by the Management Companytowards the following priority of payments but only to the extent that all payments or provisions of a higherpriority due to be paid or provided for have been made in full:

(a) payment on a pro rata basis of the Compartment Expenses (save for the remuneration payable tothe Paying Agent) and, in priority to such payment (if any), payment of any Compartment ExpensesArrears calculated by the Management Company on previous Payment Dates and remaining dueand unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Senior Swap Amounts and of any SeniorSwap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if any))due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as thecase may be, in priority to such payment, payment on a pro rata and pari passu basis of Net SeniorSwap Amount Arrears and Senior Swap Termination Amount Arrears calculated by the ManagementCompany 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 inrespect of the Interest Period ending on such Payment Date together with the remuneration of thePaying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of anyClass 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 unpaidon such Payment Date;

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

(e) transfer to the credit of the Principal Account of an amount equal to the Principal Deficiency Amountas calculated by the Management Company in respect of such Payment Date;

(f) payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant InterestRate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case maybe, in priority to such payment, payment of any Senior Swap Subordinated Termination AmountsArrears (if any) calculated by the Management Company on the previous Payment Dates andremaining due and unpaid on such Payment Date;

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(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior SwapTermination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as thecase may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap AmountArrears and Junior Swap Termination Amount Arrears calculated by the Management Company onthe previous Payment Dates and remaining due and unpaid on such Payment Date;

(h) payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable inrespect 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 onprevious Payment Dates and remaining due and unpaid on such Payment Date;

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

(j) (x) in respect of the first Payment Date only, payment to the Seller of the Interest ComponentPurchase Price of the Purchased Receivables purchased on the First Purchase Date and (y) inrespect of the subsequent Payment Dates, payment to the Seller of the Interest ComponentPurchase Price of the Purchased Receivables purchased on the penultimate Purchase Date prior tosuch Payment Date and, in priority thereto, payment to the Seller of the Interest ComponentPurchase Price or portion of Interest Component Purchase Price of any Purchased Receivablespurchased on any previous Purchase Dates remaining unpaid on such Payment Date; and

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

By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of the GeneralCollection Account will only be applied in the payment of items (a), (b) and (c) of the above Interest Priority ofPayments (to the exclusion of any other payments) and the items otherwise due and payable on thatPayment Date will be paid on the immediately following Payment Date, in accordance with and subject to thethen applicable Priority of Payments.

Principal Priority of Payments

During the Revolving Period and the Amortisation Period, the Available Principal Amount standing tothe credit of the Principal Account (together with the amounts credited by debiting the Interest Account, withrespect to any Principal Deficiency Amount) will be applied on each Payment Date by the ManagementCompany towards the following priority of payments but only to the extent that all payments or provisions of ahigher priority due to be paid or provided for have been made in full:

(a) during the Amortisation Period (only), payment in the order of priority there stated of the amountsreferred to in paragraphs (a), (b) and (c) (inclusive) of the Interest Priority of Payments, but only tothe extent not paid in full thereunder after application of Available Interest Amount in accordancewith the Interest Priority of Payments;

(b) during the Revolving Period (only), payment of the Principal Component Purchase Price of eachSeries of Receivables purchased on the Subsequent Purchase Date falling immediately prior to suchPayment Date to the Seller, to the extent where that Principal Component Purchase Price has notbeen set-off with Non-Conformity Rescission Amounts (if any);

(c) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on apro rata basis of the Class A Principal Payments due to the Class A Noteholders;

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(d) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on apro rata basis of the Class B Principal Payments due to the Class B Noteholders; and

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

By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, no payment shall be made under the above PrincipalPriority of Payments and items otherwise due and payable on that Payment Date shall be paid on theimmediately following Payment Date, in accordance with and subject to the then applicable Priority ofPayments.

Priority of Payments during the Accelerated Amortisation Period

On any Payment Date following the occurrence of an Accelerated Amortisation Event and on theCompartment Liquidation Date, all amounts standing to the credit of the General Collection Account, togetherwith all monies standing to the credit of the Principal Account and the Interest Account (if any), will be appliedin 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 onprevious Payment Dates and remaining due and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Senior Swap Amounts and of any SeniorSwap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if any))due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as thecase may be, in priority to such payment, payment on a pro rata and pari passu basis of Net SeniorSwap Amount Arrears and Senior Swap Termination Amount Arrears calculated by the ManagementCompany 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 inrespect of the Interest Period ending on such Payment Date together with the remuneration of thePaying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of anyClass 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 unpaidon such Payment Date;

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

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

(f) payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant InterestRate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case maybe, in priority to such payment, payment of any Senior Swap Subordinated Termination AmountsArrears (if any) calculated by the Management Company on the previous Payment Dates andremaining due and unpaid on such Payment Date;

(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior SwapTermination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as thecase may be, in priority to such Net Junior Swap Amounts, payment on a pro rata and pari passubasis of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrearscalculated by the Management Company on the previous Payment Dates and remaining due andunpaid on such Payment Date;

(h) payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of theClass B Notes and, in priority to such payment, payment of any Class B Interest Amounts Shortfall

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calculated by the Management Company on the previous Payment Dates and remaining due andunpaid on such Payment Date;

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

(j) subject to the full redemption of the Notes of each class, repayment to the Seller of an amount equalto the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding PaymentDate;

(k) payment of any Interest Component Purchase Price remaining unpaid to the Seller;

(l) on the Compartment Liquidation Date, in payment to the holder of the Residual Units of an amountequal 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 Dateshall calculate on each Calculation Date, the Principal Deficiency Amount.

An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the InterestAccount to the Principal Account on each Payment Date during the Revolving Period and the AmortisationPeriod in accordance with and subject to the Interest Priority of Payments.

Use of replacement swap premium (soulte)

In the event that an Interest Rate Swap Counterparty is replaced by a new eligible swapcounterparty, any replacement swap premium (soulte) paid by such replacement swap counterparty to theFCT shall be used by the Management Company for the purpose of paying any termination amounts payableby 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, theexcess if any, of that replacement swap premium (soulte) over those termination amounts shall be includedin 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 meaningof article L. 211-2 of the French Monetary and Financial Code. The Notes and the Residual Units arefinancial instruments (instruments financiers) within the meaning of article L. 211-1 of the French Monetaryand Financial Code. The Notes are bonds (obligations) within the meaning of article L. 213-5 of the FrenchMonetary 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 Units are issued in book entry form (dématérialisées). No physical documents of title willbe issued in respect of the Notes or the Units.

The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting ascentral 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 investmentservices provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) andEuroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ).

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

Transfer

Title to the Class A Notes passes upon the credit of those Class A Notes to an account of anintermediary affiliated with the Clearing Systems. The transfer of Class A Notes in registered form shallbecome effective in respect of the FCT and third parties by way of transfer from the transferor s account tothe transferee s account following the delivery of a transfer order (ordre de mouvement) signed by thetransferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unlessagreed otherwise by the transferor and the transferee. Title to the Class B Notes shall at all times beevidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effectedthrough registration of the transfer in such register.

Regulatory Capital Treatment of the Class A Notes

For Noteholders that are credit institutions subject to French law and holding Class A Notes whichare not held in its trading book, the weighting applicable to the Class A Notes for the purposes of thecalculation of the capital adequacy ratio shall comply with the regulations of the Regulatory Banking andFinance Committee (Comité de la réglementation bancaire et financière) (now the Autorité de ContrôlePrudentiel) No. 91-05 dated 15 February 1991 (as amended) and of the Order of the Minister of theEconomy, finance and industry dated 20 February 2007 relating to capital requirements for credit institutionsand 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 intheir applicability made by the relevant supervisory authorities occurring after the publication of thisProspectus. All subscribers or prospective purchasers of Class A Notes are responsible for obtaininginformation on the accounting and regulatory capital consequences of such subscription or purchase, and ofthe holding and the transfer of Class A Notes under French law or under any other legal framework whichmay 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 BNotes Subscriber and Crédipar, in its capacity as subscriber of the Residual Units, shall on a consolidatedbasis, retain, on an ongoing basis, a material net economic interest which, in any event, shall not be lessthan 5% of the nominal amount of the securitised exposures. At the date of this Prospectus such interest isretained 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 "CapitalRequirements Directive") (as implemented in France in article 217-1(a)(iv) of the 2007 Order), by theholding all the Class B Notes and all of the Residual Units issued by the FCT in relation with theCompartment.

In each of the Class A Notes Subscription Agreement and Class B Notes and Residual UnitsSubscription Agreement, Banque PSA Finance and Crédipar has:

(a) adhered to the requirements set out in paragraph 6 of article 122a of the Capital RequirementsDirective (as implemented in France in article 217-1(f)) of the 2007 Order);

(b) undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with theprovisions of the 2007 Order implementing inter alia article 122a of the Capital RequirementsDirective and make appropriate disclosures to the Noteholders about the retained net economicinterest in the securitisation transaction contemplated in this Prospectus and ensure that theNoteholders have readily available access to all materially relevant data as required underparagraph 7 of article 122a of the Capital Requirements Directive (as implemented in France inarticle 217-1(g)) of the 2007 Order;

(c) undertaken to the Joint Lead Managers and the FCT that it shall at all times retain the ownership ofthe Class B Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far asCrédipar is concerned). Crédipar has also undertaken to the Joint Lead Managers and the FCT toprocure that Banque PSA Finance complies with such undertaking.

An overview of the retention of the material net economic interest by Banque PSA Finance andCrédipar in compliance with the Capital Requirements Directive will be provided in the Investor Reportavailable to investors (see Sub-Section CALCULATIONS AND DETERMINATIONS DUTIES OF THEMANAGEMENT COMPANY ).

Each prospective investor is required to independently assess and determine the sufficiency of theinformation described above for the purposes of complying with article 122a of the Capital RequirementsDirective and its own situation and obligations in this respect.

Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in thisparagraph.

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 which will be listed on the ParisStock Exchange (Eurolist by Euronext Paris).

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

The estimate of the total expenses related to admission to trading of the Class A Notes on the ParisStock Exchange is equal to 10,000 (taxes excluded). Such expenses will be paid by Crédipar.

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

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Placement and subscription

The Class A Notes must be sold in accordance with and subject to the transfer restrictions set out inthe Section SUBSCRIPTION AND SALE on pages 192 et seq. of this Prospectus and any other applicablelaws and regulations.

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

In accordance with the provisions of article L. 214-44 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 wayof brokerage (démarchage).

Paying Agency Agreement

According to the provisions of the Paying Agency Agreement, provision is made for, amongst otherthings, the payment of principal and interest in respect of the Class A Notes by the Paying Agent.

Rating

Class A Notes

It is a condition precedent to the issue of the Class A Notes that the Class A Notes be assigned, onissue, a rating of AAAsf by Fitch and a rating of AAA(sf) by S&P.

Rating Procedure

The principles governing the rating procedure of the Notes are defined in Appendix III of thisProspectus. Documents in relation to the assessment of the Receivables and the Class A Notes as requiredby article L. 214-44 of the French Monetary and Financial Code issued by Fitch and S&P respectively areattached in Appendix IV and V of this Prospectus respectively.

Class B Notes and Residual Units

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

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WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES

General

The yields to maturity of the Class A Notes of each class will be inter alia affected by the amount andtiming of delinquencies and possible defaults on the Purchased Receivables, the characteristics of thePurchased Receivables transferred on the Closing Date and of the Additional Receivables transferred duringthe Revolving Period, the level of the relevant EURIBOR Reference Rate from time to time and thePrepayments. The same factors will affect the ability of the FCT to redeem in full the Notes on the FinalLegal Maturity Date.

The amounts of principal available to redeem the Class A Notes of each class are affected by theAvailable Distribution Amount applied to redeem such Class A Notes.

Weighted Average Life of the Class A Notes

The weighted average life of the Class A Notes refers to the average length of time that will elapsefrom the date of issuance of the relevant Class A Notes to the date of repayment to the investors of allprincipal amounts due in relation to such class of Class A Notes. The weighted average life of the Class ANotes will vary according to the rate at which principal payments are received on the PurchasedReceivables, 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 belowregarding the weighted average characteristics of the receivables and the performance thereof. The tablesassume, amongst other things, that:

(a) the Purchased Receivables purchased by the FCT and allocated to the Compartment by theManagement Company on the First Purchase Date assumes a 0% CPR and 0% default and havebeen aggregated into five theoretical pools having the following characteristics:

Auto Lease Contracttype

Aggregate OutstandingPrincipal DiscountedBalance ( million VATincluded)

Weighted AverageRemaining Term to maturity(months)

Weighted AverageDiscount Rate(per cent. per annum)

Location avecoption d achatTripartites

324,215,951.72 26,96 months 10,28 per cent.

Location avecoption d achatBipartites

68,921,186.59 39,42 months 9,82 per cent.

Location avecoption d achatFavorable

122,342,480.92 41,53 months 10,84 per cent.

Crédit-bailTripartites

107,780,091.37 25,48 months 11,29 per cent.

Crédit-bailBipartites

456,739,818.95 35,61 months 9,89 per cent.

PAR3322943 91

(b) the scheduled monthly payments for each pool of Purchased Receivables has been calculated usingthe aggregate Outstanding Principal Discounted Balance of the relevant Auto Lease Contracts, itsDiscount Rate, and its weighted average remaining term, such that such pool of PurchasedReceivables will amortise over the weighted average remaining amortisation term of such pool;

(c) the Seller does not repurchase the Purchased Receivables;

(d) there are no delinquencies or losses on the Purchased Receivables, and scheduled principalpayments on the Purchased Receivables are received on a timely basis together with Prepayments,if any, at the respective CPR set out in the table;

(e) payments on the Class A Notes become due, and will be paid on a monthly basis, commencing in 25September 2012;

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

(g) the Class A Notes shall be issued on 24 July 2012; and

(i) no Partial Early Amortisation Event, Amortisation Event, Accelerated Amortisation Event orCompartment Liquidation Event has occurred.

The actual characteristics and performance of the Purchased Receivables will differ from theassumptions used in constructing the tables set out below, which are provided only to illustrate how theprincipal cash flows might behave under varying prepayment scenarios. In particular, it is unlikely that thePurchased Receivables will prepay at such CPR until maturity, that the Purchased Receivables will prepay atthe 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 PurchasedReceivables, or actual prepayment or loss experience, will affect the percentage of principal amountoutstanding over time and the average lives of the Class A Notes.

Subject to the foregoing assumptions and reservations, the following tables indicate the weightedaverage life of the Class A Notes and set out the respective percentages of the Principal AmountOutstanding of each such class of Class A Notes on selected Payment Dates and under the CPRs scenariosbelow.

Percentage of Principal Amount Outstanding of the Class A Notes on eachspecified Monthly Payment Dates and under CPR scenarios

Constant Prepayment Rate (CPR)

WAL 3.64 yrs 3.53 yrs 3.43 yrs 3.34 yrs 3.26 yrsPayment

Date 0% 5% 10% 15% 20%

Closing 100.00% 100.00% 100.00% 100.00% 100.00%

25-Sep-12 100.00% 100.00% 100.00% 100.00% 100.00%

25-Oct-12 100.00% 100.00% 100.00% 100.00% 100.00%

26-Nov-12 100.00% 100.00% 100.00% 100.00% 100.00%

27-Dec-12 100.00% 100.00% 100.00% 100.00% 100.00%

25-Jan-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Feb-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Mar-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Apr-13 100.00% 100.00% 100.00% 100.00% 100.00%

27-May-13 100.00% 100.00% 100.00% 100.00% 100.00%

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25-Jun-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Jul-13 100.00% 100.00% 100.00% 100.00% 100.00%

26-Aug-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Sep-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Oct-13 100.00% 100.00% 100.00% 100.00% 100.00%

25-Nov-13 100.00% 100.00% 100.00% 100.00% 100.00%

27-Dec-13 100.00% 100.00% 100.00% 100.00% 100.00%

27-Jan-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Feb-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Mar-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Apr-14 100.00% 100.00% 100.00% 100.00% 100.00%

26-May-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Jun-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Jul-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Aug-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Sep-14 100.00% 100.00% 100.00% 100.00% 100.00%

27-Oct-14 100.00% 100.00% 100.00% 100.00% 100.00%

25-Nov-14 100.00% 100.00% 100.00% 100.00% 100.00%

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

26-Jan-15 100.00% 100.00% 100.00% 100.00% 100.00%

25-Feb-15 96.90% 96.30% 95.60% 95.00% 94.20%

25-Mar-15 93.50% 92.30% 91.00% 89.70% 88.30%

27-Apr-15 90.20% 88.40% 86.60% 84.60% 82.60%

26-May-15 86.60% 84.30% 82.00% 79.50% 76.90%

25-Jun-15 83.10% 80.30% 77.40% 74.40% 71.30%

27-Jul-15 79.50% 76.20% 72.90% 69.50% 65.90%

25-Aug-15 76.00% 72.30% 68.50% 64.70% 60.70%

25-Sep-15 72.40% 68.30% 64.20% 59.90% 55.60%

26-Oct-15 68.90% 64.40% 59.90% 55.30% 50.70%

25-Nov-15 65.40% 60.60% 55.70% 50.80% 45.90%

28-Dec-15 61.90% 56.70% 51.60% 46.50% 41.30%

25-Jan-16 58.30% 52.90% 47.60% 42.20% 36.80%

25-Feb-16 54.50% 48.90% 43.30% 37.80% 32.20%

29-Mar-16 50.80% 45.00% 39.30% 33.50% 27.90%

25-Apr-16 47.40% 41.40% 35.40% 29.60% 23.90%

25-May-16 43.50% 37.40% 31.40% 25.40% 19.60%

27-Jun-16 39.70% 33.40% 27.30% 21.40% 15.60%

25-Jul-16 35.80% 29.50% 23.30% 17.40% 11.60%

25-Aug-16 32.10% 25.70% 19.60% 13.60% 7.90%

26-Sep-16 28.50% 22.10% 15.90% 10.00% 4.30%

25-Oct-16 24.90% 18.50% 12.40% 6.50% 0.90%

25-Nov-16 21.20% 14.80% 8.80% 3.00%

PAR3322943 93

27-Dec-16 17.70% 11.40% 5.40%

25-Jan-17 14.20% 8.00% 2.10%

27-Feb-17 10.50% 4.40%

27-Mar-17 7.20% 1.30%

25-Apr-17 4.20%

26-May-17 0.70%

26-Jun-17

25-Jul-17

25-Aug-17

25-Sep-17

25-Oct-17

27-Nov-17

27-Dec-17

25-Jan-18

26-Feb-18

26-Mar-18

25-Apr-18

25-May-18

25-Jun-18

25-Jul-18

27-Aug-18

25-Sep-18

25-Oct-18

26-Nov-18

27-Dec-18

DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT

General Characteristics of the Assets Allocated to the Compartment

General Description of the Assets Allocated to the Compartment

The Assets Allocated to the Compartment by the Management Company mainly comprise thePurchased Receivables assigned to the FCT, on each Purchase Date, by the Seller pursuant to the MasterPurchase 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 Senior Swap Amounts and any other amount to be received, as the case may be, from theInterest Rate Swap Counterparties in respect of the Interest Rate Swap Agreements;

PAR3322943 94

(d) any Net Junior Swap Amounts and any other amount to be received, as the case may be, from theJunior Swap Provider in respect of the Junior Swap Agreement;

(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 TransactionDocuments.

Allocation of the cash flows generated by the Assets Allocated to the Compartment

The cashflows generated by the Assets Allocated to the Compartment are allocated by theManagement 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 fromthe investment of the General Reserve Fund standing to the credit of the General Reserve Account, from theinvestment of the Performance Reserve Fund standing to the credit of the Performance Reserve Accountand from the investment of the Commingling Reserve Fund standing to the credit of the ComminglingReserve Account, which shall be paid directly to Crédipar as the case may be, in accordance with theprovisions hereof). Consequently, the Management Company will not, under any circumstances, beauthorised to allocate partially or fully such cash flows to the payment of any amounts due in respect of anyother compartments of the FCT.

PAR3322943 95

DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES

Transfer of Receivables to the FCT

The FCT will purchase from the Seller an initial pool of Series of Receivables which satisfy theEligibility Criteria on the First Purchase Date. Each such Series of Receivables shall include (i) all rights toreceive payments in respect of rental payments, the residual value purchase option payments or as the casemay be, any purchase option payments, expenses and ancillary amounts due from the relevant Debtors onand after the First Purchase Date in connection with the relevant Auto Lease Contract and (ii) the Car SaleReceivable and the Original Car Purchase Receivable relating to the relevant Car.

During the Revolving Period, the Seller may transfer further Series of Receivables which satisfy theEligibility Criteria to the FCT on each Subsequent Purchase Date subject to the satisfaction of the conditionsprecedent contained in this Prospectus (see Section OPERATION OF THE COMPARTMENT,REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of theCompartment - Revolving Period ). Each Series of Receivables transferred to the FCT during the RevolvingPeriod will include (i) all rights to receive payments in respect of rental payments, the residual valuepurchase option payments or as the case may be, any purchase option payment, expenses and ancillaryamounts due from the relevant Debtors on or after each Subsequent Purchase Date in connection with therelevant Auto Lease Contracts and (ii) the Car Sale Receivable and the Original Car Purchase Receivablerelating to the relevant Car.

Pursuant to the terms of the General Regulations and the Compartment Regulations, theManagement Company will allocate the Purchased Receivables purchased by the FCT on each PurchaseDate exclusively to the Compartment.

Eligibility Criteria

On the First Purchase Date, the Series of Receivables transferred to the FCT shall be selected bythe Seller, from its pool of receivables as satisfying, on the First Purchase Date, the Eligibility Criteria definedin this Section.

Pursuant to the provisions of the Master Purchase Agreement, the Seller has guaranteed that theSeries of Receivables transferred to the FCT on any Subsequent Purchase Date will satisfy the EligibilityCriteria 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) the Auto Lease Contract relating to that Series of Receivables must meet the Contracts Eligibility Criteriaand (ii) the Receivables being part of that Series of Receivables must meet the Receivables EligibilityCriteria:

Contracts Eligibility Criteria

(a) each Auto Lease Contract which is a Consumer Auto Lease Contract was entered into between theSeller and the relevant Debtor in accordance with the applicable provisions of the French ConsumerCode (Code de la Consommation) and all other applicable legal and regulatory provisions (includingin relation to data protection);

(b) each Auto Lease Contract which is a Professional Auto Lease Contract was entered into betweenthe Seller and the relevant Debtor pursuant to the applicable provisions of the French Monetary andFinancial Code and all other applicable legal and regulatory provisions;

(c) each Auto Lease Contract constitutes the valid, binding and enforceable contractual obligations ofthe Debtor and of the Seller;

PAR3322943 96

(d) none of the Auto Lease Contracts are voidable, rescindable or subject to legal termination;

(e) each Auto Lease Contract was executed in connection with the leasing of a Car (i) manufactured byPeugeot or Citroën and (ii) purchased by the Seller from a PSA Car Dealer on a Car by Car basis(and not under a master sale agreement (contrat-cadre de vente));

(f) each Auto Lease Contract requires the payment of a Rental Payment Receivable on a monthlybasis;

(g) each Auto Lease Contract was executed in connection with the leasing of only one Car;

(h) each Auto Lease Contract was entered into by the Seller pursuant to its normal procedures andwithin the scope of its ordinary credit activity with respect to accepting and providing lease financingto its customers;

(i) the Seller has not commenced an action to terminate an Auto Lease Contract on the basis of thebreach by the Debtor of its obligations under the terms of that Auto Lease Contract and in particular(but without limitation) the Debtor s obligations to make timely payments of the Rental PaymentReceivables;

(j) no Auto Lease Contract has been entered into with an employee, a director, a corporate officer or anaffiliate of the PSA Group;

(k) each Auto Lease Contract requires that the Debtor enter into an Individual Insurance Contractrelating to the destruction of or damage to the Car, theft of the Car and the personal liability of theDebtor relating to the use of the Car (responsabilité civile illimitée);

(l) each Auto Lease Contract is subject to French law and any related claims are subject to theexclusive jurisdiction of the French courts;

(m) the due date for the payment of the Residual Value Purchase Option Receivable under each AutoLease Contract does not fall after January 2021;

(n) the original term of the Auto Lease Contract does not exceed seventy two (72) months;

(o) no Debtor is insolvent or subject to (a) a review by a commission responsible for reviewing the over-indebtedness of consumers (commission de surendettement des particuliers), (b) any judicialliquidation proceedings (procédure de rétablissement personnel) pursuant to the provisions of title IIIof book III of the French Consumer Code, (c) a review by a jurisdiction pursuant to article 1244-1 ofthe French Civil Code before a court, (d) proceedings initiated with a court, including anyenforcement procedure or protective procedure that may be initiated by the Seller or any third partyor (e) any of the proceedings set out in book VI of the French Commercial Code or any equivalentproceedings;

(p) each Debtor is domiciled or registered (as the case may be) in metropolitan France as at theexecution date of the relevant Auto Lease Contract;

(q) the Outstanding Principal Discounted Balance of each Auto Lease Contract is between 500 and 60,000 (VAT excluded);

(r) each Auto Lease Contract will give rise to the payment of at least one Rental Payment Receivableby the relevant Debtor after the relevant Purchase Date;

(s) none of the Auto Lease Contract has given/will give rise to any guarantee deposit (dépôts degarantie) from any of the Lessees;

PAR3322943 97

(t) no arrangement has been made for the extension of time for payments or reduction of the ImplicitInterest Rate of such Auto Lease Contract or the temporary cessation of payments with any Debtor;

(u) at least one Rental Payment Receivable has been paid in full by the relevant Debtor such that theOutstanding Principal Discounted Balance of an Auto Lease Contract is lower than its original initialamount;

(v) no Rental Payment Receivable is overdue in respect of each Auto Lease Contract;

(w) the payment of the Rental Payment Receivables other than the first Rental Payment Receivable ismade by the direct debit of a bank account authorised by the relevant Debtor at the signature date ofthe relevant Auto Lease Contract;

(x) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into an additionalagreement with a PSA Car Dealer according to which the PSA Car Dealer is obliged to purchase theCar from the Seller at maturity of that Auto Lease Contract, then:

(i) at maturity of that Auto Lease Contract, the Debtor has the right to substitute the PSA CarDealer in the exercise of its Residual Value Purchase Option under the Auto Lease Contract,based on that additional agreement; and

(ii) should the Debtor decide to exercise that right of substitution, the PSA Car Dealer is obligedto make a payment to the Seller of an amount equal to the related Residual Value PurchaseOption Receivable;

(y) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into a CollectiveLife Insurance Contract:

(i) the beneficiary of such Collective Life Insurance Contract is the Seller; and

(ii) in case of occurrence of the insured event:

(xx) the Purchase Option will be deemed to have been exercised on the date on whichthe insured event has occurred; and

(yy) the Collective Insurer will be liable to pay directly to the Seller an amount equal tothe amount of the Purchase Option Receivable as at the date on which the insuredevent has occurred;

(z) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into a CollectiveEmployment Insurance Contract:

(i) the beneficiary of such Collective Employment Contract is the Seller; and

(ii) in case of occurrence of the insured event, the Collective Insurer will be liable to pay directlyto the Seller an amount equal to the aggregate of a certain number of Rental PaymentReceivables;

(aa) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into a CollectiveReplacement Insurance Contract:

(i) the beneficiary of such Collective Replacement Insurance Contract is, as far as the ExcessValue coverage is concerned, the Seller; and

(ii) in case of occurrence of the insured event, the Collective Insurer will be liable to pay directlyto the Seller an amount equal to the amount of the Excess Value Receivable;

PAR3322943 98

(bb) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into one orseveral Collective Insurance Contracts and/or Maintenance Services Contract:

(i) such contracts are not entered into with the Seller but with Collective Insurer(s) or amaintenance company and are distinct from the corresponding Auto Lease Contract, so thatthe Debtor will not be legally entitled to raise any defence based on any such contracts topostpone or refuse the execution of its obligations under the Auto Lease Contract;

(ii) the remuneration owed by the Debtor under such contracts gives rise to distinct receivableswhich are clearly separated from the Receivables arising from the relevant Auto LeaseContract; and

(iii) although such distinct receivables may be paid by the Debtor at the same time as theReceivables resulting from the relevant Auto Lease contract, the Seller has all the necessarymeans, and is able at any time, to clearly identify which part of the payments received fromthe Debtor relates to these distinct receivables and which part relates to the Receivablesresulting from the relevant Auto Lease Contract;

(cc) under each Auto Lease Contract, the Debtor may substitute a third party purchaser in the exercise ofits option to purchase the Car during the course of the Auto Lease Contract or at the maturity of thatAuto Lease Contract. If the Debtor decides to substitute such third party purchaser in the exercise ofits option to purchase the Car:

(i) during the course of the Auto Lease Contract, Rental Payment Receivables will keep onarising until the substituted purchaser has paid the related Purchase Option Receivable infull and the Debtor will be bound to pay such Rental Payment Receivables; and

(ii) at maturity date of that Auto Lease Contract, the Debtor will be bound to pay any RentalPayment Receivables remaining unpaid as of such date and the substituted purchaser willbe bound to pay the Residual Value Purchase Option Receivable in full;

(dd) if the relevant Auto Lease Contract, provides for stages (paliers), no more than three (3) stages(paliers) are provided for under such Auto Lease Contract;

(ee) the Residual Value Purchase Option Price under each Auto Lease Contract is less than 60 per cent.of the purchase price paid by the Seller to the Car Manufacturer for the underlying Car; and

(ff) an Instalment different from zero is payable under each Auto Lease Contract within the monthimmediately following the relevant Purchase Date.

Receivables Eligibility Criteria

(a) the Receivables result or will result from Auto Lease Contracts, Car Sale Contracts or Original CarPurchase Contracts;

(b) the Receivables are governed by French law;

(c) the Seller had full title to the Receivables and the corresponding Ancillary Rights immediately prior totheir assignment and the Purchased Receivables and the corresponding Ancillary Rights are notsubject 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 noobstacle to their transfer by the Seller to the FCT;

(d) the Receivables are denominated in euro and payable in euro and in metropolitan France;

(e) the Receivables are not written-off nor related to a Defaulted Auto Lease Contract;

PAR3322943 99

(f) all of the Receivables existing as of the corresponding Purchase Date are separately individualisedand identified (identifiées et individualisées) in the systems of the Seller on or before the relevantPurchase Date, and the Seller has all means as may be necessary for the purpose of to identifyingand individualising (moyens d identification et d individualisation), as soon as they come toexistence, all of the Receivables which are future as of the corresponding Purchase Date, such thatthe Management Company may at any time separately identify and individualise any and allPurchased Receivables; and

(g) the Receivables originate from the lease of a new Car.

Undertakings with respect to the Receivables - Global Portfolio Limits

The limits defined below in respect of the Initial Receivables and the Additional Receivables aredefined as the Global Portfolio Limits .

Initial Receivables

Pursuant to the Master Purchase Agreement, the Seller has undertaken that the Initial Receivablesselected on the Initial Selection Date and to be offered for purchase to the FCT shall comply with thefollowing conditions on the First Purchase Date:

(a) the aggregate of the Residual Value Purchase Option Prices under the Auto Lease Contractsrelating to the Initial Receivable will represent less than 35% of the aggregate Outstanding PrincipalDiscounted Balances of all such Initial Receivables;

(b) the Auto Lease Contracts relating to the Initial Receivables and classified as Professional AutoLease Contract (entered into with a Corporate Debtor) will not represent more than 55% of theaggregate Outstanding Principal Discounted Balances of all such Initial Receivables;

(c) the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec optiond achat Favorable will not represent more than 15% of the aggregate Outstanding PrincipalDiscounted Balances of all such Initial Receivables;

(d) the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec optiond achat Bipartites will not represent more than 10% of the aggregate Outstanding PrincipalDiscounted Balances of all such Initial Receivables;

(e) the Auto Lease Contracts relating to the Initial Receivables and classified as Crédit Bail Tripartiteswill not represent more than 13% of the aggregate Outstanding Principal Discounted Balances of allsuch Initial Receivables;

(f) the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec optiond achat Tripartites and Crédit Bail Tripartites will not represent less than 35% of the aggregateOutstanding Principal Discounted Balances of all such Initial Receivables; and

(g) the aggregate Outstanding Principal Discounted Balances of Initial Receivables originated from AutoLease Contract(s) entered into with the most important Debtor (in terms of sums due in relation tosuch Auto Lease Contract(s)), will not represent more than 0.05% of the aggregate OutstandingPrincipal Discounted Balances of all such Initial Receivables.

Additional Receivables

Pursuant to the Master Purchase Agreement, the Seller has undertaken that on any SubsequentSelection Date, the Additional Receivables offered for purchase to the FCT shall comply with the followingconditions:

PAR3322943 100

(a) the aggregate of the Residual Value Purchase Option Prices under the Auto Lease Contractsrelating to the all Purchased Receivable allocated to the Compartment (taking into account theAdditional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) willrepresent less than 35% of the aggregate Outstanding Principal Discounted Balances of all suchPurchased Receivables;

(b) the Auto Lease Contracts relating to the Purchased Receivable allocated to the Compartment (takinginto account the Additional Receivables offered to be purchased by the FCT on that SubsequentPurchase Date) and classified as Professional Lease Contract will not represent more than 55% ofthe aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables;

(c) the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec optiond achat Favorable will not represent more than 15% of the aggregate Outstanding PrincipalDiscounted Balances of all such Purchased Receivables;

(d) the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec optiond achat Bipartites will not represent more than 10% of the aggregate Outstanding PrincipalDiscounted Balances of all such Purchased Receivables;

(e) the Auto Lease Contracts relating to the Initial Receivables and classified as Crédit Bail Tripartiteswill not represent more than 13% of the aggregate Outstanding Principal Discounted Balances of allsuch Purchased Receivables;

(f) the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec optiond achat Tripartites and Crédit Bail Tripartites will not represent less than 35% of the aggregateOutstanding Principal Discounted Balances of all such Purchased Receivables; and

(g) the aggregate Outstanding Principal Discounted Balances of all Purchased Receivable allocated tothe Compartment (taking into account the Additional Receivables offered to be purchased by theFCT on that Subsequent Purchase Date) originated from Auto Lease Contract(s) entered into withthe most important Debtor (in terms of sums due in relation to such Auto Lease Contract(s)), will notrepresent more than 0.05% of the aggregate Outstanding Principal Discounted Balances of all suchPurchased Receivables.

Ancillary Rights

The payment of principal, interest, expenses and ancillary rights owed by the Debtors and theObligors may be guaranteed by, as the case may be:

(i) any and all present and future claims benefiting Crédipar under any Collective Insurance Contractsrelated to an Auto Lease Contract; and

(ii) any other security interest and more generally any sureties, guarantees, insurance and otheragreements or arrangements of whatever character in favour of the Seller supporting or securing thepayment of a Purchased Receivable and the records relating thereto.

PAR3322943 101

STATISTICAL INFORMATION RELATING TO THE INITIAL PORTFOLIO OF RECEIVABLES

General Financial Characteristics

The following section sets out the aggregated information relating to the initial portfolio ofReceivables complying with the Eligibility Criteria selected by the Seller as at 11 July 2012 (the InitialSelection Date ).

Information relating to the initial portfolio of Receivables

On the Initial Selection Date and for the purposes of this Prospectus, the initial portfolio comprised108,385 Auto Lease Contracts with an aggregate Outstanding Principal Discounted Balance of

1,079,999,529.55 (excluding VAT) and a weighted average Discount Rate weighted by the OutstandingPrincipal Discounted Balance of 10.25 per cent. per annum. The average outstanding principal balance byauto lease contract of the initial portfolio was approximately 9,964.47 (excluding VAT) with an averageseasoning of the selected auto lease contracts (as of their date of origination) of 17.4 months and a weightedaverage term to maturity of 32.92 months.

The statistical information set out in the following tables (which excludes VAT) shows thecharacteristics of the initial portfolio of auto lease contracts selected by the Seller on the Initial Selection Date(columns of percentages may not add up to 100% due to rounding). The receivables arising from the autolease contracts of the initial portfolio complied on such date with the Eligibility Criteria set out in thisProspectus.

Such initial portfolio of the Receivables will be transferred by the Seller to the FCT on the FirstPurchase Date.

Further, the composition of the portfolio of Purchased Receivables shall be progressively modified asa result of the amortisation of the Purchased Receivables, any prepayments, any losses related to thePurchased Receivables, the Renegotiations entered into by the Servicer in accordance with the ServicingProcedures, the potential substitution of certain Purchased Receivables which are non-compliant or becamenon-compliant after the Renegotiations entered into by the Servicer in accordance with the ServicingProcedures, and the acquisition of further Receivables by the FCT during the Revolving Period.

Therefore, the average characteristics of the aggregated portfolio of Purchased Receivables whichwill exist at the end of the Revolving Period could be substantially different from those existing on the FirstPurchase Date.

PAR3322943 102

1. Breakdown by Original Amount

Original Amount (EUR) Number of leases Number of leases in % Original Balance Original Balance in %

] 0 ; 2500 ] 0 0,00% 0 0,00%] 2500 ; 5000 ] 2 0,00% 9 512 0,00%] 5000 ; 7500 ] 1 088 1,00% 7 529 824 0,40%] 7500 ; 10000 ] 8 646 8,00% 78 137 956 4,60%] 10000 ; 12500 ] 24 090 22,20% 273 236 593 16,10%] 12500 ; 15000 ] 22 329 20,60% 304 220 391 18,00%] 15000 ; 17500 ] 17 779 16,40% 288 552 817 17,00%] 17500 ; 20000 ] 14 294 13,20% 267 116 526 15,80%] 20000 ; 22500 ] 9 599 8,90% 203 107 560 12,00%] 22500 ; 25000 ] 5 543 5,10% 130 889 882 7,70%] 25000 ; 30000 ] 4 010 3,70% 107 744 894 6,40%] 30000 ; 35000 ] 773 0,70% 24 574 890 1,50%]35000 ; 40000 ] 181 0,20% 6 641 950 0,40%] 40000 ; 50000 ] 47 0,00% 2 011 322 0,10%] 50000 ; 100000 ] 4 0,00% 229 076 0,00%> 100000 0 0,00% 0 0,00%Total 108 385 100,00% 1 694 003 192 100,00%Min 4 754Max 60 619Average 15 630

Breakdown tables

2. Breakdown by Outstanding Balance

Outstanding Balance (EUR) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %

] 0 ; 2500 ] 4 659 4,30% 7 531 175 0,70%] 2500 ; 5000 ] 10 736 9,90% 42 068 114 3,90%] 5000 ; 7500 ] 19 762 18,20% 125 086 732 11,60%] 7500 ; 10000 ] 23 585 21,80% 206 406 343 19,10%] 10000 ; 12500 ] 20 387 18,80% 227 990 675 21,10%] 12500 ; 15000 ] 13 715 12,70% 187 403 671 17,40%] 15000 ; 17500 ] 8 144 7,50% 131 364 592 12,20%] 17500 ; 20000 ] 4 116 3,80% 76 542 684 7,10%] 20000 ; 22500 ] 1 890 1,70% 39 807 177 3,70%] 22500 ; 25000 ] 768 0,70% 18 141 755 1,70%] 25000 ; 30000 ] 481 0,40% 12 920 001 1,20%] 30000 ; 35000 ] 114 0,10% 3 647 835 0,30%]35000 ; 40000 ] 23 0,00% 859 252 0,10%] 40000 ; 50000 ] 3 0,00% 124 036 0,00%] 50000 ; 100000 ] 2 0,00% 105 486 0,00%> 100000 0 0,00% 0 0,00%Total 108 385 100,00% 1 079 999 530 100,00%Min 501Max 53 109Average 9 964

PAR3322943 103

3. Breakdown by Seasoning (months)

Seasoning (months) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %

] 0 ; 1] 0 0,00% 0 0,00%]1 ; 12] 31 259 28,80% 417 124 582 38,60%] 12 ; 24 ] 33 567 31,00% 364 592 027 33,80%] 24 ; 36 ] 26 497 24,40% 211 486 710 19,60%] 36 ; 48 ] 13 105 12,10% 73 854 265 6,80%] 48 ; 60 ] 3 889 3,60% 12 767 220 1,20%] 60 ; 72 ] 68 0,10% 174 725 0,00%Total 108 385 100,00% 1 079 999 530 100,00%Min 1,02Max 71,24Weighted Average 17,4

4. Breakdown by Remaining Term (months)

Remaining Term (months) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %

] 0 ; 12] 18 169 16,80% 95 908 474 8,90%] 12 ; 24 ] 23 910 22,10% 198 150 105 18,30%] 24 ; 36 ] 30 087 27,80% 324 892 386 30,10%] 36 ; 48 ] 24 938 23,00% 306 877 474 28,40%] 48 ; 60 ] 11 269 10,40% 153 984 304 14,30%] 60 ; 72 ] 12 0,00% 186 786 0,00%Total 108 385 100,00% 1 079 999 530 100,00%Min 0,79Max 69,14Weighted Average 32,92

Interest Rate in % Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %

WAInterest

Rate(Discount

ed)

]0; 9,5 [ 0 0,00% 0 0,00% 09,5 43 452 40,10% 450 006 628 41,70% 9,5

] 9,5 ; 10 ] 15 106 13,90% 163 388 596 15,10% 9,76] 10 ; 10,5] 3 401 3,10% 27 287 617 2,50% 10,25] 10,5 ; 11 ] 17 555 16,20% 176 226 121 16,30% 10,8] 11 ; 11,5 ] 17 180 15,90% 154 305 228 14,30% 11,27] 11,5 ; 12] 11 354 10,50% 107 635 269 10,00% 11,73] 12 ; 12,5] 177 0,20% 675 613 0,10% 12,21] 12,5 ; 13 ] 160 0,10% 474 457 0,00% 12,51> 13 0 0,00% 0 0,00% 0Total 108 385 100,00% 1 079 999 530 100,00% 10,25Min 9,5Max 12,82Weighted Average 10,25

5. Breakdown by Discounted Interest Rate

PAR3322943 104

6. Breakdown by Type of Borrowers

Type of Borrowers Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %Corporate 60 057 55,40% 546 693 819 50,60%Private 48 328 44,60% 533 305 711 49,40%Total 108 385 100,00% 1 079 999 530 100,00%

7. Breakdown by Regions

Region Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %Alsace 3 244 3,00% 31 978 606 3,00%Aquitaine 7 040 6,50% 70 622 432 6,50%Auvergne 2 010 1,90% 19 760 519 1,80%Basse Normandie 2 144 2,00% 21 688 336 2,00%Bourgogne 2 757 2,50% 27 500 058 2,50%Bretagne 4 126 3,80% 42 183 209 3,90%Centre 4 174 3,90% 43 060 489 4,00%Champagne-Ardenne 1 963 1,80% 19 970 227 1,80%Corse 1 029 0,90% 10 021 281 0,90%Franche-Comté 2 772 2,60% 29 729 143 2,80%Haute Normandie 3 735 3,40% 38 001 380 3,50%Ile de France 19 066 17,60% 185 910 201 17,20%Languedoc Roussillon 5 044 4,70% 48 417 600 4,50%Limousin 1 209 1,10% 12 495 694 1,20%Lorraine 3 516 3,20% 35 411 260 3,30%Midi-Pyrénées 5 390 5,00% 54 626 850 5,10%Nord-Pas-de-Calais 5 098 4,70% 54 562 385 5,10%Pays de la Loire 4 446 4,10% 48 076 388 4,50%Picardie 2 995 2,80% 30 709 199 2,80%Poitou-Charentes 2 713 2,50% 28 021 238 2,60%Provence-Alpes-Côte d'Azur 11 029 10,20% 101 111 814 9,40%Rhône-Alpes 12 885 11,90% 126 141 220 11,70%Outre-Mer 0 0,00% 0 0,00%Monaco 0 0,00% 0 0,00%No data 0 0,00% 0 0,00%Total 108 385 100,00% 1 079 999 530 100,00%

PAR3322943 105

Employment Type/Activity Sector Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %Private Customer

Worker 2 358 2,20% 24 234 478 2,20%Building worker 397 0,40% 4 394 878 0,40%

Foreman 692 0,60% 7 469 610 0,70%Delivery driver 731 0,70% 8 265 875 0,80%

Office employee 3 435 3,20% 34 246 812 3,20%Intern 1 0,00% 12 784 0,00%

Salesperson 589 0,50% 5 757 785 0,50%State Agent 1 959 1,80% 20 209 809 1,90%

Hospital Agent 1 246 1,10% 12 191 598 1,10%Infirmary 954 0,90% 9 478 846 0,90%

Technician 2 084 1,90% 22 970 059 2,10%Engineer 7 024 6,50% 82 960 719 7,70%Teacher 1 594 1,50% 15 919 129 1,50%Student 33 0,00% 183 635 0,00%

Enemployed 28 0,00% 274 294 0,00%Without profession 159 0,10% 1 542 283 0,10%

Retired 13 455 12,40% 154 044 632 14,30%Police, Army 642 0,60% 7 289 013 0,70%

Farmer 266 0,20% 3 006 981 0,30%Agricultural Employee 40 0,00% 414 345 0,00%

Craftsman 676 0,60% 8 113 647 0,80%Itinerant dealer 9 0,00% 89 439 0,00%

Stallholder 1 0,00% 9 757 0,00%Retail dealer 789 0,70% 8 988 285 0,80%

Sales representative 129 0,10% 1 500 763 0,10%Liberal Profession 3 314 3,10% 36 070 464 3,30%

Manager 1 201 1,10% 15 647 085 1,40%Artist, sportsman 71 0,10% 719 376 0,10%

Bar, hotel, restaurant employee 333 0,30% 3 402 475 0,30%Other 4 117 3,80% 43 887 448 4,10%

No data 1 0,00% 9 404 0,00%Total Private Customers 48 328 44,60% 533 305 711 49,40%Corporate Customer

Private sector 0 0,00% 0 0,00%Public sector 0 0,00% 0 0,00%

Hotels and restauration 2 832 2,60% 25 076 754 2,30%Construction 19 873 18,30% 179 189 317 16,60%Independent 0 0,00% 0 0,00%Real Estate 781 0,70% 7 344 101 0,70%

Scientific and technical activity 3 749 3,50% 35 108 408 3,30%Administrative service and support 3 745 3,50% 31 594 681 2,90%

Finance and insurance 753 0,70% 7 809 714 0,70%Public administration 17 0,00% 160 764 0,00%

Agriculture, Forestry, Fishing 2 270 2,10% 18 901 427 1,80%Art, Performances, Recreation Activities 436 0,40% 4 358 032 0,40%

Other activities and services 1 448 1,30% 13 035 391 1,20%Commercial activity; repairing of bikes and cars 9 925 9,20% 90 192 773 8,40%

Electricity, gas, steam and air conditionning 54 0,00% 424 714 0,00%Teaching 736 0,70% 7 137 920 0,70%

Mining, agriculturure, food supply 64 0,10% 575 595 0,10%Manufacturing 6 741 6,20% 62 057 995 5,70%

Information and communication 909 0,80% 8 468 124 0,80%Production and water distribution,sanitization, waste management

and cleanup 201 0,20% 2 007 140 0,20%Public health and social action 3 216 3,00% 33 727 007 3,10%

Cleaning 1 0,00% 4 557 0,00%Transport and warehousing 1 963 1,80% 18 266 458 1,70%

Other 1 0,00% 1 073 0,00%Not precised 0 0,00% 0 0,00%Not defined 342 0,30% 1 251 873 0,10%

Total Corporate customers 60 057 55,40% 546 693 819 50,60%Total 108 385 100,00% 1 079 999 530 100,00%

8. Breakdown by Type of Employment / Activity Sector

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Original LTV* Number of leases Number of leases in % Outstanding Balance Outstanding Balance in %

] 0 ; 10%] 0 0,00% 0 0,00%] 10 ; 20%] 0 0,00% 0 0,00%] 20 ; 30%] 1 0,00% 4 958 0,00%] 30 ; 40%] 0 0,00% 0 0,00%] 40 ; 50%] 163 0,20% 1 173 700 0,10%] 50 ; 60%] 2 804 2,60% 20 567 801 1,90%] 60 ; 70%] 22 242 20,50% 210 275 836 19,50%] 70 ; 80%] 18 611 17,20% 181 430 383 16,80%] 80 ; 85%] 60 476 55,80% 621 814 435 57,60%] 85 ; 90%] 4 069 3,80% 44 467 282 4,10%] 90 ; 95%] 18 0,00% 245 758 0,00%] 95 ; 100%] 1 0,00% 19 375 0,00%Total 108 385 100% 1 079 999 530 100%Min 24,20%Max 95,60%*Original LTV = Financed amount minus downpayment / Initial Value of the car (including VAT)

9. Breakdown by Original LTV

10. Breakdown by Nominal Residual Value Amount

Residual Value (EUR) Number of leases Number of leases in % Outstanding BalanceOutstandingBalance in %

] 0 ; 2500 ] 59 505 54,90% 513 315 857 47,50%] 2500 ; 5000 ] 17 912 16,50% 170 829 190 15,80%] 5000 ; 7500 ] 17 273 15,90% 185 228 841 17,20%] 7500 ; 10000 ] 9 547 8,80% 136 084 591 12,60%] 10000 ; 12500 ] 3 292 3,00% 56 680 627 5,20%] 12500 ; 15000 ] 708 0,70% 14 170 653 1,30%] 15000 ; 17500 ] 116 0,10% 2 783 664 0,30%] 17500 ; 20000 ] 28 0,00% 770 655 0,10%] 20000 ; 25000 ] 4 0,00% 135 451 0,00%] 25000 ; 50000 ] 0 0,00% 0 0,00%] 50000 ; 100000 ] 0 0,00% 0 0,00%> 100000 0 0,00% 0 0,00%Total 108 385 100,00% 1 079 999 530 100,00%Min 1Max 20 754

RV/OB (%) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % WA RV/OB (%)10% ] 54 968 50,70% 486 197 848 45,00% 4,49%] 10% ; 20% ] 10 084 9,30% 106 813 567 9,90% 18,44%] 20% ; 30% ] 4 563 4,20% 49 413 175 4,60% 26,20%] 30% ; 40% ] 17 992 16,60% 192 094 532 17,80% 37,72%] 40% ; 50% ] 17 398 16,10% 201 913 421 18,70% 44,79%] 50% 3 380 3,10% 43 566 986 4,00% 53,14%Total 108 385 100,00% 1 079 999 530 100,00% 22,27%Min 0,00%Max 60,00%

11. Breakdown by Residual Value / Original Balance Ratio

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RV/CB (%) Number of leases Number of leases in % Outstanding BalanceOutstandingBalance in % WA RV/CB (%)

5% ] 28 652 26,40% 266 971 271 24,70% 2,05%] 5% ; 20% ] 22 793 21,00% 214 247 502 19,80% 12,20%] 20% ; 40% ] 14 804 13,70% 149 388 819 13,80% 28,63%] 40% ; 60% ] 20 691 19,10% 249 359 109 23,10% 50,57%] 60% ; 80% ] 14 485 13,40% 146 885 032 13,60% 68,51%] 80% 6 960 6,40% 53 147 796 4,90% 88,16%Total 108 385 100,00% 1 079 999 530 100,00% 32,22%Min 0,02%Max 99,87%

12. Breakdown by Nominal Residual Value / Current Discounted Balance Ratio

RV/CB (%) Number of leases Number of leases in % Outstanding BalanceOutstandingBalance in % WA RV/CB (%)

5% ] 29 775 27,50% 279 450 033 25,90% 1,88%] 5% ; 20% ] 25 435 23,50% 248 252 924 23,00% 12,48%] 20% ; 40% ] 14 814 13,70% 148 321 209 13,70% 29,18%] 40% ; 60% ] 18 363 16,90% 221 331 167 20,50% 50,16%] 60% ; 80% ] 13 268 12,20% 131 826 249 12,20% 68,40%] 80% 6 730 6,20% 50 817 948 4,70% 88,05%Total 108 385 100,00% 1 079 999 530 100,00% 30,13%Min 0,02%Max 99,87%

13. Breakdown by Discounted Residual Value / Current Discounted Balance Ratio

ProductType

Numberof leases

Numberof leases in %

OutstandingBalance

OutstandingBalance in %

WA InterestRate

(Discounted) WA RV/OB

WA RVNominal/CBDiscounted

WA RVDiscounted/

CB DiscountedWA

Seasoning

WARemaining

Term

CB Bipartite 52 117 48,10% 456 739 819 42,30% 9,89% 6,72% 10,39% 8,69% 16,04 35,61CB Tripartite 9 776 9,00% 107 780 091 10,00% 11,29% 40,39% 59,09% 58,47% 20,49 25,48LOA Bipartite 6 245 5,80% 68 921 187 6,40% 9,82% 25,50% 35,50% 29,34% 16,69 39,42LOA Tripartite 28 849 26,60% 324 215 952 30,00% 10,28% 42,52% 60,61% 57,58% 18,02 26,96LOA Favorable 11 398 10,50% 122 342 481 11,30% 10,84% 8,84% 12,97% 12,93% 18,49 41,53Total 108 385 100,00% 1 079 999 530 100,00% 10,25% 22,27% 32,22% 30,13% 17,4 32,92

14. Breakdown by Product Type

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HISTORICAL PERFORMANCE DATA

The Seller (Crédipar) has extracted data on the historical performance of the entire auto leaseportfolio managed in the EKIP system in place since the beginning of the third quarter in 2001. The tablesbelow show historical data on gross losses, recoveries, delinquencies and prepayments, for the period fromthe first quarter of 2004 to the fourth quarter of 2011. In addition, the amortisation profile of assets from theClosing Date is provided.

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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 Q30 Q312004 04Q1 263 361 744 0,02% 0,20% 0,53% 0,93% 1,29% 1,61% 1,97% 2,21% 2,44% 2,64% 2,84% 3,00% 3,15% 3,25% 3,33% 3,38% 3,47% 3,53% 3,59% 3,61% 3,64% 3,66% 3,67% 3,68% 3,68% 3,68% 3,69% 3,69% 3,69% 3,69% 3,69% 3,69%

04Q2 260 154 366 0,03% 0,14% 0,47% 0,85% 1,18% 1,57% 1,99% 2,27% 2,55% 2,81% 3,04% 3,19% 3,31% 3,43% 3,51% 3,60% 3,64% 3,71% 3,76% 3,79% 3,80% 3,81% 3,82% 3,84% 3,84% 3,84% 3,84% 3,84% 3,84% 3,84% 3,85%04Q3 210 413 234 0,01% 0,16% 0,40% 0,68% 1,07% 1,41% 1,66% 1,95% 2,24% 2,48% 2,70% 2,85% 2,96% 3,07% 3,14% 3,19% 3,28% 3,35% 3,43% 3,45% 3,48% 3,49% 3,49% 3,50% 3,50% 3,50% 3,51% 3,51% 3,51% 3,51%04Q4 253 338 019 0,00% 0,12% 0,45% 0,81% 1,11% 1,38% 1,63% 1,79% 2,01% 2,20% 2,34% 2,48% 2,64% 2,73% 2,82% 2,88% 2,96% 3,04% 3,09% 3,12% 3,13% 3,15% 3,17% 3,18% 3,18% 3,18% 3,18% 3,18% 3,19%

2005 05Q1 249 265 115 0,02% 0,15% 0,41% 0,63% 0,84% 1,09% 1,32% 1,61% 1,83% 1,96% 2,12% 2,26% 2,40% 2,49% 2,57% 2,66% 2,74% 2,82% 2,86% 2,89% 2,90% 2,92% 2,94% 2,94% 2,94% 2,94% 2,95% 2,95%05Q2 281 395 366 0,01% 0,15% 0,39% 0,70% 0,98% 1,36% 1,61% 1,86% 2,03% 2,21% 2,35% 2,52% 2,62% 2,71% 2,80% 2,89% 2,95% 3,06% 3,11% 3,16% 3,18% 3,19% 3,21% 3,21% 3,21% 3,21% 3,21%05Q3 228 195 858 0,01% 0,13% 0,34% 0,61% 0,86% 1,15% 1,45% 1,68% 1,93% 2,12% 2,31% 2,48% 2,63% 2,77% 2,86% 2,97% 3,09% 3,21% 3,31% 3,32% 3,35% 3,37% 3,40% 3,40% 3,40% 3,40%05Q4 274 898 218 0,01% 0,11% 0,35% 0,60% 0,96% 1,26% 1,51% 1,73% 1,94% 2,13% 2,25% 2,40% 2,57% 2,74% 2,87% 2,94% 3,05% 3,10% 3,15% 3,17% 3,18% 3,20% 3,23% 3,23% 3,24%

2006 06Q1 278 231 281 0,02% 0,13% 0,29% 0,58% 0,87% 1,12% 1,32% 1,49% 1,72% 1,90% 2,05% 2,22% 2,41% 2,55% 2,69% 2,85% 2,92% 2,95% 2,99% 3,02% 3,04% 3,06% 3,09% 3,10%06Q2 272 179 929 0,02% 0,11% 0,31% 0,56% 0,87% 1,14% 1,37% 1,64% 1,86% 2,06% 2,21% 2,42% 2,57% 2,72% 2,93% 3,03% 3,08% 3,16% 3,26% 3,30% 3,32% 3,34% 3,39%06Q3 218 977 469 0,00% 0,16% 0,37% 0,68% 0,90% 1,17% 1,44% 1,60% 1,82% 2,06% 2,26% 2,47% 2,61% 2,86% 3,02% 3,10% 3,18% 3,27% 3,38% 3,40% 3,41% 3,43%06Q4 268 220 997 0,01% 0,10% 0,36% 0,63% 0,80% 1,02% 1,24% 1,45% 1,70% 1,94% 2,15% 2,35% 2,66% 2,82% 2,93% 2,99% 3,08% 3,17% 3,31% 3,33% 3,37%

2007 07Q1 272 314 455 0,00% 0,15% 0,41% 0,58% 0,87% 1,21% 1,46% 1,68% 2,00% 2,27% 2,51% 2,93% 3,13% 3,26% 3,34% 3,43% 3,53% 3,62% 3,75% 3,78%07Q2 261 000 686 0,03% 0,19% 0,38% 0,73% 1,14% 1,44% 1,79% 2,14% 2,47% 2,70% 3,20% 3,42% 3,54% 3,68% 3,82% 3,93% 4,02% 4,08% 4,18%07Q3 209 511 833 0,02% 0,18% 0,55% 0,93% 1,30% 1,72% 2,15% 2,49% 2,75% 3,26% 3,60% 3,72% 3,84% 4,03% 4,27% 4,36% 4,43% 4,54%07Q4 280 239 943 0,04% 0,13% 0,31% 0,63% 0,96% 1,40% 1,81% 2,11% 2,54% 2,89% 3,07% 3,21% 3,40% 3,57% 3,73% 3,82% 3,94%

2008 08Q1 240 381 114 0,00% 0,15% 0,37% 0,71% 1,19% 1,60% 1,95% 2,55% 2,95% 3,14% 3,29% 3,56% 3,83% 4,00% 4,15% 4,25%08Q2 251 402 868 0,00% 0,13% 0,35% 0,75% 1,14% 1,38% 2,00% 2,54% 2,82% 2,96% 3,21% 3,50% 3,67% 3,81% 4,05%08Q3 207 984 131 0,02% 0,22% 0,59% 0,94% 1,24% 1,73% 2,14% 2,42% 2,65% 2,94% 3,20% 3,43% 3,56% 3,79%08Q4 244 083 984 0,01% 0,17% 0,40% 0,65% 1,22% 1,62% 1,97% 2,12% 2,36% 2,64% 2,87% 2,99% 3,18%

2009 09Q1 180 007 614 0,01% 0,10% 0,28% 0,73% 1,14% 1,46% 1,61% 1,91% 2,12% 2,40% 2,53% 2,74%09Q2 192 406 809 0,00% 0,05% 0,33% 0,73% 0,93% 1,07% 1,32% 1,64% 1,89% 2,06% 2,30%09Q3 165 496 508 0,00% 0,17% 0,39% 0,54% 0,76% 0,97% 1,21% 1,49% 1,66% 1,96%09Q4 204 157 548 0,04% 0,14% 0,39% 0,52% 0,70% 1,07% 1,23% 1,49% 1,68%

2010 10Q1 167 265 623 0,01% 0,08% 0,23% 0,36% 0,80% 1,06% 1,31% 1,77%10Q2 173 449 368 0,00% 0,01% 0,14% 0,42% 0,68% 0,95% 1,31%10Q3 149 798 841 0,01% 0,06% 0,30% 0,63% 0,80% 1,19%10Q4 190 258 585 0,03% 0,12% 0,32% 0,47% 0,86%

2011 11Q1 173 899 394 0,01% 0,13% 0,24% 0,52%11Q2 176 862 071 0,00% 0,11% 0,31%11Q3 144 215 381 0,00% 0,04%11Q4 184 067 552 0,00%

Quarter of originationQuarterly

production

PAR3322943 110

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 Q30 Q3120,86% 52,66% 53,25% 57,64% 60,36% 60,60% 60,81% 60,82% 60,86% 61,25% 61,44% 62,30% 62,86% 63,20% 63,57% 63,75% 63,95% 64,70% 64,89% 65,14% 65,23% 65,40% 65,58% 65,65% 65,73% 65,79% 65,83% 65,89% 66,06% 66,15% 66,20% 66,48%21,76% 49,21% 54,41% 56,88% 58,11% 58,29% 58,29% 58,29% 58,73% 58,86% 60,02% 60,42% 60,57% 60,67% 60,82% 60,96% 61,32% 61,44% 61,89% 62,21% 62,30% 62,35% 62,44% 62,60% 62,68% 62,78% 62,91% 62,98% 63,04% 63,07% 63,73%16,63% 51,15% 54,50% 56,25% 56,71% 56,71% 56,71% 57,63% 57,70% 58,69% 59,17% 59,51% 59,96% 60,77% 61,09% 61,41% 61,68% 62,23% 62,78% 63,31% 63,44% 63,56% 63,81% 64,03% 64,12% 64,34% 64,49% 64,53% 64,58% 64,82%25,53% 47,82% 51,64% 52,35% 52,54% 52,54% 53,47% 53,67% 54,66% 55,42% 56,05% 56,65% 57,01% 57,46% 57,80% 58,10% 58,47% 58,84% 59,21% 59,30% 59,42% 59,51% 59,59% 59,70% 59,75% 59,78% 59,81% 59,85% 59,95%24,70% 55,82% 57,38% 57,50% 57,50% 58,72% 59,26% 60,47% 61,52% 61,96% 62,35% 62,88% 63,10% 63,53% 63,66% 64,13% 64,55% 64,91% 64,95% 65,03% 65,40% 65,53% 65,60% 65,71% 65,80% 65,87% 65,96% 66,37%24,02% 52,04% 53,36% 53,88% 55,12% 55,16% 56,89% 57,79% 58,72% 59,68% 60,20% 60,66% 61,26% 61,41% 61,85% 62,08% 62,26% 62,39% 62,60% 62,76% 62,96% 63,02% 63,05% 63,36% 63,43% 63,46% 63,84%19,76% 48,43% 51,09% 51,81% 52,02% 53,66% 55,30% 55,86% 56,87% 57,42% 57,70% 58,26% 58,65% 59,35% 59,65% 60,00% 60,45% 60,57% 60,80% 60,97% 61,09% 61,31% 61,48% 61,72% 61,91% 62,18%19,99% 56,10% 56,11% 56,11% 58,88% 61,40% 62,59% 63,68% 64,34% 65,12% 65,77% 66,06% 66,83% 67,14% 67,65% 68,07% 68,33% 68,64% 68,84% 69,17% 69,42% 69,60% 69,75% 69,85% 70,22%27,47% 61,16% 61,16% 62,98% 65,92% 67,08% 68,58% 69,58% 70,45% 70,91% 71,34% 71,82% 72,40% 72,82% 73,23% 73,78% 74,16% 74,33% 74,50% 74,80% 74,97% 75,08% 75,23% 75,60%32,07% 54,86% 62,39% 64,89% 66,06% 66,98% 68,10% 69,10% 69,73% 70,28% 71,09% 71,50% 71,90% 72,03% 72,21% 72,48% 72,79% 72,89% 73,09% 73,22% 73,40% 73,53% 73,80%14,39% 63,36% 69,54% 71,02% 72,27% 73,74% 74,64% 75,25% 75,82% 76,36% 76,70% 76,90% 77,06% 77,24% 77,48% 77,66% 78,02% 78,21% 78,38% 78,52% 78,71% 78,94%20,09% 63,56% 66,35% 68,03% 69,56% 70,48% 71,36% 71,80% 72,61% 73,14% 73,81% 74,09% 74,44% 74,67% 74,90% 75,05% 75,29% 75,45% 75,70% 75,85% 76,11%35,31% 63,67% 67,06% 69,29% 70,51% 71,94% 72,38% 73,54% 74,38% 74,94% 75,23% 75,66% 76,07% 76,25% 76,46% 76,63% 76,89% 77,06% 77,27% 77,55%38,99% 65,38% 68,35% 70,37% 71,12% 71,92% 72,55% 72,93% 73,39% 73,68% 74,06% 74,45% 74,73% 74,94% 75,20% 75,42% 75,63% 76,05% 76,26%30,07% 63,71% 66,15% 67,79% 69,08% 69,80% 71,06% 71,34% 71,62% 71,78% 72,21% 72,44% 72,69% 72,91% 73,19% 73,57% 73,72% 73,88%31,75% 63,39% 65,09% 67,11% 68,32% 69,65% 70,37% 70,94% 71,33% 71,71% 72,18% 72,49% 72,74% 73,18% 73,45% 73,70% 73,92%32,29% 60,56% 62,78% 64,72% 65,71% 66,91% 67,67% 67,95% 68,79% 69,11% 69,68% 70,10% 70,24% 70,47% 70,95% 71,57%31,33% 60,36% 62,66% 64,46% 65,63% 66,35% 66,96% 67,46% 68,37% 68,67% 69,04% 69,30% 69,52% 69,86% 70,26%24,66% 56,01% 59,08% 60,30% 61,43% 62,19% 62,97% 63,61% 64,01% 64,48% 65,05% 65,35% 65,72% 66,07%27,83% 55,47% 57,48% 59,15% 60,05% 61,06% 61,81% 62,59% 63,17% 63,91% 64,33% 64,62% 64,88%27,18% 52,80% 54,95% 56,76% 58,43% 59,35% 60,08% 60,89% 61,26% 61,56% 61,94% 62,39%29,02% 52,72% 54,40% 55,68% 57,00% 57,95% 58,98% 59,74% 60,37% 60,92% 61,52%32,53% 50,56% 54,42% 56,22% 57,94% 58,68% 59,46% 60,49% 60,97% 61,49%24,48% 37,38% 46,75% 54,16% 60,16% 61,27% 62,30% 63,08% 63,67%29,80% 43,98% 51,59% 57,62% 58,98% 60,19% 61,41% 63,58%30,10% 44,76% 55,50% 57,24% 58,70% 59,96% 61,81%25,78% 42,51% 50,38% 56,24% 58,48% 60,25%24,84% 53,88% 58,58% 60,96% 62,98%35,40% 60,01% 62,72% 64,31%30,09% 51,70% 55,69%32,49% 47,11%35,83%

Delinquencies

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janv.-04 1,70% janv.-08 0,90%févr.-04 1,46% févr.-08 0,86%mars-04 1,55% mars-08 1,02%avr.-04 1,23% avr.-08 0,87%mai-04 1,50% mai-08 1,11%juin-04 1,09% juin-08 0,93%juil.-04 1,30% juil.-08 1,08%août-04 1,33% août-08 1,26%sept.-04 1,04% sept.-08 1,01%oct.-04 1,16% oct.-08 1,16%nov.-04 1,05% nov.-08 1,12%déc.-04 1,14% déc.-08 1,36%janv.-05 1,04% janv.-09 1,50%févr.-05 0,99% févr.-09 1,40%mars-05 1,07% mars-09 1,49%avr.-05 0,97% avr.-09 1,26%mai-05 1,20% mai-09 1,67%juin-05 1,00% juin-09 1,31%juil.-05 1,24% juil.-09 1,53%août-05 1,19% août-09 1,59%sept.-05 0,96% sept.-09 1,40%oct.-05 1,09% oct.-09 1,36%nov.-05 0,90% nov.-09 1,05%déc.-05 1,18% déc.-09 1,32%janv.-06 1,08% janv.-10 1,36%févr.-06 0,99% févr.-10 1,26%mars-06 1,07% mars-10 1,27%avr.-06 0,94% avr.-10 1,11%mai-06 1,04% mai-10 1,28%juin-06 0,88% juin-10 1,06%juil.-06 1,08% juil.-10 1,21%août-06 1,09% août-10 1,22%sept.-06 0,97% sept.-10 1,02%oct.-06 1,04% oct.-10 1,24%nov.-06 0,85% nov.-10 1,07%déc.-06 0,88% déc.-10 1,21%janv.-07 0,88% janv.-11 1,25%févr.-07 0,77% févr.-11 1,12%mars-07 0,83% mars-11 1,20%avr.-07 0,68% avr.-11 1,05%mai-07 0,91% mai-11 1,15%juin-07 0,78% juin-11 0,99%juil.-07 0,80% juil.-11 1,18%août-07 0,80% août-11 1,16%sept.-07 0,75% sept.-11 1,00%oct.-07 0,82% oct.-11 1,02%nov.-07 0,73% nov.-11 0,96%déc.-07 0,99% déc.-11 1,07%

Delinquencies lessthan 150 days in

arrears

Delinquencies lessthan 150 days in

arrears

PAR3322943 112

Prepayments

1Q2004 13,00%2Q2004 14,40%3Q2004 13,80%4Q2004 16,90%1Q2005 15,10%2Q2005 17,90%3Q2005 14,80%4Q2005 17,10%1Q2006 16,20%2Q2006 16,70%3Q2006 14,90%4Q2006 19,40%1Q2007 17,50%2Q2007 17,40%3Q2007 14,50%4Q2007 18,30%1Q2008 17,90%2Q2008 18,50%3Q2008 16,40%4Q2008 19,10%1Q2009 16,30%2Q2009 16,60%3Q2009 15,70%4Q2009 16,40%1Q2010 15,70%2Q2010 16,80%3Q2010 15,10%4Q2010 16,90%1Q2011 14,90%2Q2011 17,00%3Q2011 14,90%4Q2011 17,80%

2010

2011

2006

2007

2008

2009

Prepayments

AnnualizedPrepayment

Rate

2004

2005

PAR3322943 113

Amortisation profile of Assets

Payment

AggregateDiscounted

PrincipalBalance Payment

AggregateDiscounted

PrincipalBalance

Closing 100% juin-14 19,25%août-11 97,94% juil-14 17,67%sept-11 95,66% août-14 16,04%oct-11 93,43% sept-14 14,69%nov-11 91,05% oct-14 13,50%déc-11 88,66% nov-14 12,08%janv-12 86,27% déc-14 10,74%févr-12 83,92% janv-15 9,39%mars-12 81,51% févr-15 8,23%avr-12 79,16% mars-15 7,05%mai-12 76,79% avr-15 5,94%juin-12 74,44% mai-15 4,78%juil-12 72,07% juin-15 3,93%

août-12 69,52% juil-15 3,45%sept-12 67,06% août-15 2,99%oct-12 64,74% sept-15 2,60%nov-12 62,16% oct-15 2,25%déc-12 59,58% nov-15 1,85%janv-13 56,96% déc-15 1,49%févr-13 54,48% janv-16 1,13%mars-13 52,06% févr-16 0,84%avr-13 49,68% mars-16 0,61%mai-13 47,18% avr-16 0,39%juin-13 44,85% mai-16 0,16%juil-13 42,50% juin-16 0,00%

août-13 40,04% juil-16 0,00%sept-13 37,86% août-16 0,00%oct-13 35,84% sept-16 0,00%nov-13 33,45% oct-16 0,00%déc-13 31,16% nov-16 0,00%janv-14 28,81% déc-16 0,00%févr-14 26,78% janv-17 0,00%mars-14 24,85% févr-17 0,00%avr-14 23,00% mars-17 0,00%mai-14 21,01% avr-17 0,00%

PAR3322943 114

DESCRIPTION OF THE MASTER PURCHASE AGREEMENT

Introduction

Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer Series ofReceivables to the FCT. The Purchased Receivables will be allocated exclusively to the Compartmentby the Management Company.

Assignment of the Receivables

Assignment of Initial Receivables on the First Purchase Date

Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT aninitial pool of Receivables on the First Purchase Date.

Transfer of Additional Receivables on the Subsequent Purchase Dates

Principle

Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT,during the Revolving Period, Additional Receivables on each Subsequent Purchase Date.

Procedure

No later than one (1) Business Day prior to each Subsequent Purchase Date, the Seller mayoffer to sell to the Management Company Series of Receivables which satisfy the Eligibility Criteriapursuant to a written Purchase Offer. All Purchase Offers submitted by the Seller to the ManagementCompany (with a copy to the Custodian) will include, among other things, 1) the number of selectedAdditional Receivables proposed to be transferred, 2) the related aggregate Outstanding PrincipalDiscounted Balance of the selected Series of Receivables and 3) the Purchase Price of thecorresponding Series of Receivables (together with the Principal Component Purchase Price and theInterest Component Purchase Price calculated by reference to the envisaged Subsequent PurchaseDate). In connection with each Purchase Offer, the Seller will make representations and warranties infavour of the Management Company with respect to the compliance of the relevant Series ofReceivables with the applicable Eligibility Criteria. Subject to correction of any material error, such aPurchase Offer will constitute an irrevocable binding offer made by the Seller, with respect to thecorresponding Series of Receivables, to the Management Company.

The Management Company will indicate its reasonable intention or reasonable refusal topurchase the Additional Receivables subject to the relevant Purchase Offer. Under the MasterPurchase Agreement, the Management Company will be obliged to refuse a Purchase Offer for theSeries of Receivables in the event that the conditions precedent to the transfer of new Receivableshave not been satisfied (see Section OPERATION OF THE COMPARTMENT, REMUNERATIONAND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of theCompartment - Revolving Period ). In the event that such conditions precedent are or will be satisfiedon the contemplated Subsequent Purchase Date, the Management Company will accept the PurchaseOffer for the Series of Receivables by signing the Transfer Document and sending a certified copy ofsuch Transfer Document to the Seller (with a copy to the Custodian) at the latest on the relevantSubsequent Purchase Date. Such acceptance will be irrevocable and binding on the FCT as againstthe Seller.

PAR3322943 115

Representation and Warranties of the Seller

Representation and warranties relating to the Seller

Pursuant to the Master Purchase Agreement, the Seller has represented and warranted toeach of the Management Company and the Custodian as at the date of execution of the MasterPurchase 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 theCredit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit etdes Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it hasestablished appropriate procedures in connection with the prevention of anti-money launderingand obstruction to terrorism in accordance with provisions of title VI of book V of the FrenchMonetary and Financial Code;

2. Non-Violation: the execution, signing and delivery of the Master Purchase Agreement and theother Transaction Documents to which it is a party and the performance of any of its obligationsunder the Master Purchase Agreement and under the other Transaction Documents to which it is aparty 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 whichit is a party or by which any of its assets or revenues is bound or affected, or (c) any documentwhich contains or establishes its constitution;

3. Insolvency Procedures: it is not subject to, and is not aware of any action or demand which maylead to the opening against it of, any of the proceedings set out in book VI of the FrenchCommercial Code (including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financièreaccélérée, redressement judiciaire or liquidation judiciaire) or any similar procedure contemplatedby the provisions of any foreign law nor unable to pay its debt due with its available funds (en étatde cessation des paiements) (as interpreted under Article L. 613-26 of the French Monetary andFinancial Code);

4. Powers and Authorisations: the documents which contain or establish its constitution includeprovisions which give power, and all necessary corporate authority has been obtained and actiontaken, for it to own its assets, carry on its business and operations as they are now beingconducted and to sign and deliver, and perform its obligations under the Master PurchaseAgreement and the other Transaction Documents to which it is a party;

5. Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filingor notarisation and no other action whatsoever which has not been duly and unconditionallyobtained, made or taken is required to ensure the creation, validity, legality, enforceability orpriority of its obligations under the Master Purchase Agreement;

6. Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complieswith the applicable provisions of French law relating to consumer credit transactions and to theprotection of personal data;

7. Obligations Binding: its obligations under the Master Purchase Agreement are valid and bindingon it and enforceable against it in accordance with their respective terms;

8. Data Files: the information contained in and attached to each Transfer Document does not containany statement which is untrue, misleading or inaccurate in any material respect or omit to stateany fact or information the omission of which makes the statements therein untrue, misleading orinaccurate in any material respect; in particular, but without limitation, each Scheduled Paymentsset out in the Data File in respect of each Auto Lease Contract is identical to the ScheduledPayments set out in the Operation Confirmation relating to that Auto Lease Contract;

PAR3322943 116

9. No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoeverit may have against the Compartment, and more generally the FCT, in respect of theestablishment and operation of the Compartment and, more generally, the FCT;

10. Transaction Documents: it has full knowledge of the provisions of the Transaction Documentsand unconditionally accepts their consequences even if it is not a party to certain of theTransaction Documents;

11. Prospectus: it has full knowledge of the terms and conditions of the Prospectus approved by theAutorité des Marchés Financiers on 19 July 2012 under number FCT N°12-17 and assumes anyliability in respect of the information provided under section "Description of the Auto LeaseContracts and the Receivables", "Historical Performance Date", "Statistical Information relating tothe Portfolio of Receivables", "Underwriting and Management Procedures" and "Description ofBanque PSA Finance Group and the Seller" contained in the Prospectus; and

12. Arising of a Receivable in relation to the sale of the Car: considering the data collected by theSeller over the 4 years preceding the First Purchase Date in relation to its auto leasing activity, andin particular:

(a) that the purchase option was exercised in respect of approximately 99% of the auto leasecontracts which have not defaulted;

(b) the historical percentage of defaulted auto lease contracts detailed in sectionHISTORICAL PERFORMANCE DATA; and

(c) in cases where the lessees did not exercised their purchase option under the relevantauto lease contracts or in respect of cars relating to defaulted lessees, that the relevantcars were systematically retrieved from the relevant lessees and sold by the Seller;

there is a strong probability that a receivable will arise from the sale of the Car relating to eachSeries of Receivables to be transferred to the FCT on each Purchase Date.

Representations and Warranties relating to the conformity of the Series of Receivables

Pursuant to the Master Purchase Agreement, the Seller shall represent and warrant to each ofthe Management Company and the Custodian, in respect of each Series of Receivables transferred tothe FCT on any Purchase Date, that:

(a) each Receivable being part of that Series of Receivables complies with the ReceivablesEligibility Criteria; and

(b) each Auto Lease Contract relating to that Series of Receivables complies with the ContractsEligibility Criteria,

as of such Purchase Date.

Covenants of the Seller

Sale of the Cars

Pursuant to the Master Purchase Agreement, the Seller has covenanted, as long as thereremains any Purchased Receivable outstanding:

(a) on the Closing Date, provide the FCT with a list (the Declared Auctioneers List ) of thename, address, telephone and facsimile number and e-mail address of each auctioneer (aDeclared Auctioneer ) which it usually appoints for the purpose of selling the Cars retrieved

from Debtors (in case where the latter chooses not to exercise the purchase option at the

PAR3322943 117

maturity of the relevant Auto Lease Contract, or if the Auto Lease Contract is terminatedfollowing the default of the Debtor);

(b) on each Payment Date, provide the FCT with an updated Declared Auctioneer List (ifrelevant);

(c) each time an Auto Lease Contract is terminated without the purchase option having beenexercised (for whatever reason, and in particular in case where the Debtor chooses not toexercise the purchase option at the maturity of the Auto Lease Contract, or if the Auto LeaseContract is terminated following the default of the Debtor), forthwith:

(i) appoint a duly licensed auctioneer (commissaire-priseur) as its agent for the purposeof selling the relevant Car, provided that such appointment shall always be made on aCar by Car basis; and

(ii) take all steps as may be necessary to ensure that the relevant Car is delivered to therelevant auctioneer (including, if necessary, repossessing the Car from the relevantDebtor by way of judicial proceedings).

Notwithstanding the provisions of paragraphs (c)(i) and (c)(ii) above, the Cars retrieved by theSeller may be sold to third party purchasers without resorting to the procedure described insuch paragraphs (the Auctioneer Procedure ), provided that:

(aa) in any case, the sale of that Cars shall be made on a Car by Car basis (and not takethe form or be connected with a master agreement (contrat-cadre)); and

(bb) the Seller shall instruct each third party purchasers to remit the purchase price of therelevant Car to the credit of the Specially Dedicated Account.

Other covenants

Pursuant to the Master Purchase Agreement, until the termination of the Master PurchaseAgreement and until no more payments are to be made by the Seller to the FCT, the Seller hascovenanted:

1. Continuation of the Auto Lease Contract: not to terminate or act in a manner that could lead tothe termination of any Auto Lease Contract, save where:

(i) such termination follows the exercise of the purchase option by the relevant Obligor; or

(ii) such termination results from the default of the relevant Debtor under that Auto LeaseContract;

2. Collective Insurers: on the First Purchase Date, provide the FCT with the name, address,telephone and facsimile number and e-mail address of each Collective Insurer (the CollectiveInsurers List ) and on each Subsequent Purchase Date, provide the FCT with an updatedCollective Insurers List (to the extent modified);

3. PSA Car Dealers: on the First Purchase Date, provide the FCT with the name, address, telephoneand facsimile number and e-mail address of each PSA Car Dealers (the PSA Car Dealers List )and on each Subsequent Purchase Date, provide the FCT with an updated PSA Car Dealers List(to the extent modified);

4. Rights of the FCT in the Purchased Receivables: not to act in a manner or make a decision thatcould prejudice the collectability, the substance or the rights of the FCT in respect of anyPurchased Receivable including the Ancillary Rights (whether existing or future);

PAR3322943 118

5. Arising of the Purchased Receivable: to the fullest extent possible, always act in a manner andtake the decisions that will lead to the effective arising of the Purchased Receivables which arefuture receivables as of their Purchase Date;

6. Scheduled Payments: not to modify the number, the amount and the dates of payments (exceptfor a change of payment dates which results in having all the remaining payment dates broughtforward or postponed by the same period of time (such period not exceeding thirty (30) calendardays) (changement de quantième)) of any Scheduled Payments relating to any Auto LeaseContract after the relevant Purchase Date;

7. Auto Lease Contracts: not to modify under any circumstance and for any reason whatsoever theterms and conditions of any Auto Lease Contract after the Purchase Date of the Series ofReceivables relating to that Auto Lease Contract;

8. Maintenance of System: to maintain an accounting system which is prepared and managed inaccordance with generally accepted French accounting principles;

9. Personal Data: to encrypt any personal data relating to the Debtor of a Purchased Receivablesbefore transmitting them to the Management Company and/or to any replacement servicer, as thecase may be;

10. Decryption Key: (i) to create and remit to the Data Protection Agent on the Closing Date theDecryption Key and, at any time thereafter, any new or updated Decryption Key (if need be) inaccordance with the Data Protection Agreement and (ii) not to modify, destroy or alter theDecryption Key, except in accordance with the Data Protection Agreement;

11. Information on the Purchased Receivables: to provide the Management Company and theCustodian with any information as the Management Company or the Custodian may from time totime reasonably request in respect of the Purchased Receivables and the Ancillary Rightsincluding, for the avoidance of doubt, information reasonably required by the ManagementCompany or the Custodian for any enforcement of the Ancillary Rights;

12. Other Information: to provide the Management Company and the Custodian with any otherinformation (including non-financial information) as reasonably requested by the ManagementCompany or the Custodian from time to time for the purposes of exercising or preserving the rightsof the FCT in respect of the Compartment;

13. Inspection of Records: to provide, and to take all necessary measures in order to provide theManagement Company, the Custodian or the Servicer (or any substitute servicer) with allnecessary information and records in order to provide the information which the ManagementCompany, the Custodian or the Servicer (or any substitute servicer) may request in accordancewith the Transaction Documents in a format readable by the Management Company, theCustodian or the Servicer (or any substitute servicer) or in any other form determined by theMaster Purchase Agreement or by any other Transaction Document and to ensure that the datamade available in this way can be used at all times without any licenses or other restrictions on itsuse by the Management Company, the Custodian or the Servicer (or any substitute servicer);

14. Access: to permit the Management Company and the Custodian, the external auditors of theSeller acting on behalf of and on instruction of the Management Company or the Custodian, andany other representatives of the FCT to visit the offices of the Seller during normal office hours inorder to:

(i) inspect and satisfy itself or themselves that the systems are in place, maintained in workingorder and are capable of providing the information to which it or they are reasonably andproperly entitled pursuant to the Master Purchase Agreement and which the Seller has failedto supply, within ten (10) days of receiving written notice of such failure,

(ii) upon reasonable prior notice, to verify any such information which has been provided andwhich the Management Company or the Custodian has reason to believe is inaccurate; and

PAR3322943 119

(iii) upon reasonable prior notice, examine the books, records and documents relating to thePurchased Receivables;

15. Keeping of Records: to keep and maintain and to take all necessary measures in order toprovide the Servicer with all necessary information and records required by the Servicer in order tokeep and maintain records for each Purchased Receivable for the purpose of identifying at anytime, in particular, the amounts which have been paid by or to any Debtor, which are to be paid byor to any Debtor, the source of payments which are paid to the Seller or the Servicer and thebalance outstanding with respect to each Debtor. The Seller shall inform the ManagementCompany and the Custodian regarding any material change in its administrative or accountingprocedures related to the preparation and maintenance of the records. The Seller shall mark in itsrecords each Purchase Receivable together with the related Ancillary Rights as sold and assignedto the FCT;

16. Underwriting and Management Procedures: (i) to comply with its underwriting andmanagement procedures with respect to each Debtor, Auto Lease Contract, PurchasedReceivable and Ancillary Right as if interests in such Purchased Receivables would not be soldand assigned and had not been sold and assigned hereunder and (ii) not to materially amend theunderwriting and management procedures without a prior written notice of the ManagementCompany, the Custodian and the Servicer;

17. No Deposit Taking Activity: the Seller shall only enter into a deposit taking activity with a Debtorincluded in the Transaction, if (i) such deposit taking activity does not give rise to any set-off rightof the relevant Debtor in respect of any Purchased Receivable or, otherwise (ii) such set-off righthas been contractually waived by the relevant Debtor or (iii) the FCT is protected against any riskarising from such set-off right by any suitable means;

18. Sales, Liens: except as otherwise provided for in the Master Purchase Agreement, not to sell,assign or otherwise dispose of, or create or allow to exist any ownership interest, lien, securityinterest, charge, encumbrance or any similar right upon or with respect to any PurchasedReceivable (whether existing or future), any Ancillary Right, any Car or any goods or servicessubject of any Purchased Receivable or any related Auto Lease Contract, and not to assign anyright to receive income in respect thereof or not to attempt, purport or agree to do any of theforegoing;

19. Direction, Orders and Instructions: to comply with any reasonable directions, orders andinstructions that the Management Company may from time to time give to it in accordance with theMaster Purchase Agreement and which would not result in it committing a breach of its obligationsunder the Master Purchase Agreement or an illegal act; and

20. Solvency Certificate: on the Closing Date and on each Subsequent Purchase Date, to deliver tothe Management Company with a copy to the Custodian a solvency certificate in the form set outin the Master Purchase Agreement and dated the date of delivery; and

21. Compliance with article 122a of the CRD:

(a) to adhere to the requirements and undertakings set out in paragraph 6 of article 122a of theCapital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007Order);

(b) to comply at all times with the provisions of the 2007 Order implementing inter alia article 122aof the Capital Requirements Directive and make appropriate disclosures to the Noteholdersabout the retained net economic interest in the securitisation transaction contemplated in thisProspectus and ensure that the Noteholders have readily available access to all materiallyrelevant data as required under paragraph 7 of article 122a of the Capital RequirementsDirective (as implemented in France in article 217-1(g)) of the 2007 Order); and

(c) to retain at all time the ownership of the Residual Units.

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22. Future Receivables: in respect of any Purchased Receivable and Ancillary Rights being future onthe Purchase Date on which they are transferred to the FCT, not to include nor permit that there beincluded in the contracts or documents to which it is a party and from which those PurchasedReceivable and Ancillary Rights arise any restriction of assignments.

Purchase Price of the Receivables

Purchase Price

The Purchase Price of each Series of Receivables will be equal to the sum of the PrincipalComponent Purchase Price and the Interest Component Purchase Price of that Series of Receivables.

The Purchase Price of the Series of Receivables transferred to the FCT on the First PurchaseDate will be paid to the Seller on that date out of the proceeds of the issue of the Notes and theResidual Units. The Purchase Price of the Series of Receivables transferred to the FCT on anySubsequent Purchase Date will be paid to the Seller by debiting the Principal Account and the InterestAccount on the relevant Payment Date as detailed below.

Principal Component Purchase Price

The Principal Component Purchase Price of any Series of Receivables purchased by the FCTon any Purchase Date will be equal to the Outstanding Principal Discounted Balance of that Series ofReceivables as of such Purchase Date.

The Principal Component Purchase Prices of any Series of Receivables transferred to theFCT on the First Purchase Date will be paid to the Seller on that date out of the proceeds of the issueof the Notes and the Residual Units. The Principal Component Purchase Price of the Receivablestransferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting thePrincipal Account on the relevant Payment Date, in accordance with the relevant Priority of Payments.

Interest Component Purchase Price

The Interest Component Purchase Price of any Series of Receivables purchased by the FCTon any Purchase Date will be equal to the amount of contractual interest accrued and outstanding onsuch Purchase Date and relating to that Series of Receivables.

The Interest Component Purchase Price of any Series of Receivables transferred to the FCTon the First Purchase Date will be paid to the Seller by debiting the Interest Account on the PaymentDate falling on 25 September 2012, in accordance with the applicable Priority of Payments.

The Interest Component Purchase Price of any Series of Receivables transferred to the FCTon any Subsequent Purchase Date will be paid to the Seller by debiting the Interest Account on thesecond Payment Date falling after such Purchase Date, in accordance with the applicable Priority ofPayments.

Failure to conform and remedies

General

When consenting to acquire any Series of Receivables on any given Purchase Date, the FCTwill take into consideration, as an essential and determining condition for its consent (conditionessentielle et déterminante de son consentement), the conformity of that Series of Receivables withthe Eligibility Criteria.

The Management Company will carry out consistency tests on the information provided to it bythe Seller and will verify the compliance of certain of the Series of Receivables with the EligibilityCriteria. Such tests will be undertaken in the manner, and as often as is necessary, to ensure the

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fulfilment by the Seller of its obligations as set out in the Master Purchase Agreement, the protection ofthe interests of the Noteholders and the Residual Unitholders with respect to the Assets Allocated tothe Compartment, and, more generally, in order to satisfy its legal and regulatory obligations asdefined by the provisions of the Financial and Monetary Code. Nevertheless, the responsibility for thenon-compliance of the Series of Receivables transferred by the Seller to the FCT with the EligibilityCriteria on the relevant Purchase Date will at all time remain with the Seller only (and the ManagementCompany shall under no circumstance be liable therefor) and the Management Company will thereforerely only on the representations made, and on the warranties given, by the Seller regarding that Seriesof Receivables. A specific and indemnification procedure has been provided for in the MasterPurchase Agreement to indemnify the FCT in case of non-conformity of one or several PurchasedReceivables (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 becomesaware that any of the representations or warranties given or made by the Seller in relation to theconformity of any Series of Receivables to the Eligibility Criteria was false or incorrect by reference tothe facts and circumstances existing on the Purchase Date of that Series of Receivables, theManagement 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 Lease Contract relatingto that Series of Receivables with the Contract Eligibility Criteria and/or of a Purchased Receivablebeing part of that Series of Receivables with the Receivables Eligibility Criteria, will be remedied by theSeller, at the option of the Management Company, by:

(a) to the extent possible, and as soon as practicable, taking any appropriate steps to rectify thenon-conformity and ensure that the relevant Auto Lease Contract complies with the ContractEligibility Criteria and/or that the relevant Purchased Receivable complies with theReceivables Eligibility Criteria; or

(b) the rescission (résolution) of the transfer of the whole Series of Receivables to which that AutoLease Contract relates and/or that Purchased Receivable belongs which shall take place onthe second Purchase Date following the date on which the non-conformity of that Series ofReceivables was notified by a party to the other (or if such date was a Purchase date, on theimmediately following Purchase Date) and the indemnification of the FCT. The amountpayable by the Seller to the FCT on that Purchase Date as a consequence of such rescissionwill be equal to the then Outstanding Principal Discounted Balance of the Auto Lease Contractrelating to the relevant Series of Receivables plus any accrued and outstanding interest andany other outstanding amounts of principal, interest, expenses and other ancillary amountsrelating to that Series of Receivables as of such Purchase Date (the Non-ConformityRescission Amount ); and, as the case may be,

(c) during the Revolving Period, substituting such non-conforming Series of Receivables with oneor more Series of Receivables which satisfy the Eligibility Criteria. If the ManagementCompany decides to proceed with such substitution:

(i) such substitution shall take place on the Purchase Date on which the transfer of therelevant non-conforming Series of Receivables is rescinded (résolu) in accordancewith paragraph (b) above;

(ii) the substituted Series of Receivables shall be transferred by the Seller to the FCT onthat Purchase Date in accordance with the provisions of the Master PurchaseAgreement;

(iii) the Non-Conformity Rescission Amount payable by the Seller on that Purchase Datein relation to the non-conforming Series of Receivables will be set off againstaggregate of the Principal Component Purchase Prices of the substituted Series ofReceivables, up to the lower of the two amounts, provided that, for the avoidance of

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doubt, any part of the Non-Conformity Rescission Amount remaining unpaid after suchset-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 theCompartment and be credited to the General Collection Account and form part of the AvailableCollections in the Collection Period during which that amount is paid by the Seller. The principalamounts paid to the FCT by the Seller pursuant to any rescission (résolution) of a transfer ofReceivables shall be treated as a Prepayment in accordance with the provisions of the CompartmentRegulations.

The non-conformity and rescission of the transfer of a given Series of Receivables shall notaffect 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 ofthe Series of Receivables to the Eligibility Criteria and the remedies set out in Section Failure toconform 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 theManagement Company request an additional indemnity from the Seller relating to a breach of anysuch representations or warranties.

To the extent that any loss arises as a result of a matter which is not covered by thoserepresentations and warranties, the loss will remain with the FCT. In particular, the Seller gives nowarranty as to the on-going solvency of the Obligors.

Furthermore, the representations and warranties given or made by the Seller in relation to theconformity of the Series of Receivables with the Eligibility Criteria shall not entitle the Noteholders toassert any claim directly against the Seller, the Management Company having the exclusivecompetence under article L. 214-49-7 of the French Monetary and Financial Code to represent theCompartment, and more generally, the FCT against third parties and in any legal proceedings.

General Reserve Fund

Under the Master Purchase Agreement, on the Closing Date, the Seller has undertaken toguarantee the performance of the Purchased Receivables, up to a limit equal to the amount of theGeneral Reserve Cash Deposit in accordance and subject to the provisions of the Reserve CashDeposits Agreement.

In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary andFinancial Code and with the provisions of the Reserve Cash Deposits Agreement, as security for thefull and timely payment of its financial obligations (obligations financières) under such performanceguarantee, 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 ismade once and for all and neither the Seller nor any other entity within the PSA Group will be obligedto replenish that General Reserve Cash Deposit nor to pay any additional amount in cash under thatperformance guarantee after the Closing Date.

The General Reserve Cash Deposit will be equal to one (1) per cent. of the aggregate of theInitial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes.The General Reserve Cash Deposit will constitute the initial balance standing to the credit of theGeneral Reserve Account.

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

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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 amountof the General Reserve, and

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

During the Accelerated Amortisation Period, the General Reserve Account will be:

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

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

Upon the liquidation of the Compartment and subject to the full payment of any amountsranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the partof the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Datewill be retransferred to the Seller.

In accordance with the provisions of the Compartment Cash Management Agreement, theManagement Company shall be responsible for giving the required instructions to the CompartmentCash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the General Reserve Account and paying to the Seller the financial proceedsresulting from such investment being credited to the General Reserve Account. Such financialproceeds 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 tosuch Master Purchase Agreement and its successors and permitted assignees. The parties rightsand obligations under the Master Purchase Agreement are personal to them and may not betransferred, directly or indirectly, in whole or in part, to third parties except as expressly described inthe paragraph below. In particular, but without limitation, the Seller shall not transfer any Car to anythird party, except following termination of the relevant Auto Lease Contract in accordance with itsterms and conditions and subject to the provisions of the Transaction Documents, or as expresslydescribed in the paragraph below

Without prejudice of the foregoing, the Seller shall be entitled to substitute, in relation to itsrights and obligations under the Master Purchase Agreement, any other entity, existing or newlycreated, intended to take over its activities from which the Purchased Receivables originates by way ofmerger, demerger, contribution in part or in whole of assets, or in any other way between it and anyentity 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 thevoting 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 LeaseContracts and (ii) the substituted entity shall (1) assume by operation of law all of the rights andobligations of Crédipar (in all capacities) under the terms of this Agreement and all otherTransaction Documents and, in particular but without limitation its obligations relating to thepreservation of the rights of the FCT under the Purchased Receivables and to the sale of the

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Cars, and (2) confirm or reinstate any transfer of Purchase Receivables effected under thisAgreement;

(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 theAutorité de Contrôle Prudentiel to enter into opérations de banque (banking transactions withinthe meaning of article L. 311-1 of the French Monetary and Financial Code) or (ii) be authorisedto carry out the same activities as the Seller under libre prestation de services (freedom toprovide cross-border services) or under liberté d établissement (freedom of establishment) inaccordance with article L. 511-22 of the French Monetary and Financial Code and the Autoritéde Contrôle Prudentiel has been duly informed in that respect;

(d) where applicable, the substituted entity has performed the specific undertakings of the Sellerset out in this Agreement;

(e) the Management Company and the Custodian shall have given their prior written approval ofsuch substitution;

(f) the substituted entity has undertaken irrevocably to waive any right of contractual recoursewhatsoever it may have against the FCT in respect to the establishment and operation of theCompartment; and

(g) such substitution shall not result, in the reasonable opinion of the Management Company, inthe placement on negative outlook or as the case may be on rating watch negative or onreview for possible downgrade , or the downgrading or the withdrawal of any of the ratings of

the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal.

As shareholder of Crédipar, Banque PSA Finance undertakes to comply with the limitationsand conditions provided for in this Section DESCRIPTION OF THE MASTER PURCHASEAGREEMENT Benefit of the Master Purchase Agreement of the Prospectus and to ensure that theprovisions of such Section are complied and indemnify the FCT in case of breach by itself or Crédiparof the above provisions.

Seller Performance Undertakings and Performance Reserve Fund

The Performance Reserve aims at guaranteeing the financial obligation of the Seller toindemnify the FCT by paying an amount equal to the Outstanding Principal Discounted Balance inrespect of the relevant Auto Lease Contract (the Compensation Payment Obligation ), in case of abreach by the Seller of the Seller Performance Undertakings , being the undertakings to ensure:

(a) the continuation of all Auto Lease Contracts in accordance with the usual management andoperational procedures of the Seller and the provisions of the Transaction Documents and thefull payment of all amounts collected in relation to the Purchased Receivables to the GeneralCollection Account;

(b) in the event that any Debtor defaults under the relevant Auto Lease Contract or does notexercise the Residual Value Purchase Option at maturity of such Auto Lease Contract, therecovery (or attempted recovery) and sale of the relevant Car in accordance with the usualmanagement and operational procedures of the Seller and the full payment of the relevant CarSale Receivables to the General Collection Account within ninety (90) Business Days after thetermination of the relevant Auto Lease Contract;

(c) the compliance with the covenants set out in Section DESCRIPTION OF THE MASTERPURCHASE AGREEMENT Covenants Sale of the Cars of this Prospectus; and

(d) the compliance with the provisions set out in Section DESCRIPTION OF THE MASTERPURCHASE AGREEMENT Benefit of the Master Purchase Agreement of this Prospectus.

In the event that the Seller has failed to comply with the Seller Performance Undertaking (b)(as described above) within 90-Business Day, the Seller shall, within the immediately following ten (10)

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Business Days, provide the Management Company with elements demonstrating that (i) it has used itsbest efforts to recover and sell the relevant Car in accordance with its usual management andoperational 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 elementsprovided 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 the Seller PerformanceUndertaking (b); or

(b) to declare the Seller as having breached such Seller Performance Undertaking (b).

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

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

On each Settlement Date during the Revolving Period, the Seller will credit the PerformanceReserve Account with the Performance Reserve Cash Deposit Additional Amount, being equal to 1.5per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have beentransferred to the FCT on the immediately preceding Purchase Date, as security for the due and timelypayment 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 degarantie).

On any Payment Date and as long as no Compensation Payment Obligations have becomedue and payable by the Seller, the amount of the Performance Reserve to be released to the Selleroutside any Priority of Payments, will be calculated as follows:

(a) if the Residual Value Purchase Option has been exercised under an Auto Lease Contract atmaturity and the relevant proceeds have been paid to the FCT during the Collection Periodpreceding the relevant Payment Date, 1.5 percent of the Purchase Price of such Auto LeaseContract.

(b) in case of a default under an Auto Lease Contract or if the Residual Value Purchase Optionhas not been exercised under an Auto Lease Contract at maturity during the Collection Periodpreceding the relevant Payment Date :

(a) 5% of the Car Sale Proceeds effectively transferred to the FCT by the Seller in respectof Auto Lease Contract during that Collection Period, limited to 1.5 percent of thePurchase Price of the relevant Auto Lease Contract; or

(b) 1.5 per cent of the Purchase Price of the relevant Auto Lease Contract, only if it hasbeen paid in full.

In the event of a breach by the Seller of any of the Seller Performance Undertakings (a), (b),(c) or (d), there shall no longer be any release of the Performance Reserve to the Seller. TheManagement Company will be entitled (i) to set-off the restitution obligations of the FCT under thePerformance Reserve Cash Deposit against the then due and payable Compensation PaymentObligations, up to the lowest of the two amounts, in accordance with articles L. 211-38 et seq. of theFrench Monetary and Financial Code and to apply the corresponding funds as part of the AvailableCollections in accordance with the Priority of Payments on the immediately following Payment Date (or

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on that date if it is a Payment Date), without the need to give prior notice of intention to enforce itsrights under the Performance Reserve (sans mise en demeure préalable) and (ii) in any case, use thePerformance Reserve Fund as may be necessary to ensure the continued sale of the Cars and thecrediting of the corresponding proceeds to the General Collection Account.

As long as the Seller complies with each of the Seller Performance Undertakings (failing whichthe above provisions shall apply), it has been expressly agreed that the Performance Reserve shall notbe included in the Available Collections of any Collection Period and shall not be applied to cover anypayments due in accordance with and subject to the applicable Priority of Payments, nor to cover anyDebtors or any Obligors defaults.

Upon liquidation of the Compartment and subject to the Seller having complied in full with itsSeller Performance Undertakings, the amount standing to the credit of the Performance ReserveAccount will be released and retransferred directly to the Seller.

In accordance with the provisions of the Compartment Cash Management Agreement, theManagement Company shall be responsible for giving the required instructions to the CompartmentCash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the Performance Reserve Account and paying to the Seller the financialproceeds resulting from such investment being credited to the Performance Reserve Account. Suchfinancial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority ofPayments.

Assignment of Purchased Receivables which are due or accelerated

In accordance with article L. 214-43 of the French Monetary and Financial Code, theManagement Company (acting on behalf of the Compartment) may (but shall not be under theobligation 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 inany case be free to accept or refuse such offer. The purchase price of the Purchased Receivablesrepurchased by the Seller shall be agreed between the FCT and the Seller on the basis of the fairmarket value of these Purchased Receivables (taking into account, without limitation, the outstandingamount of such receivable, the unpaid amount under such receivable, the interest rate applicable tothe receivable, the general economic circumstances at the time of the retransfer, the financial capacityof the Debtor and, to the extent available and as relevant, the amount of the Debtors' assets whichcould be used for the repayment of the amounts due under the Auto Lease Contract).

Termination of the Master Purchase Agreement

The Master Purchase Agreement shall terminate automatically on the CompartmentLiquidation Date.

Governing Law

The Master Purchase Agreement is governed by French law. All claims and disputes arisingin connection therewith are subject to the exclusive jurisdiction of the French courts in commercialmatters.

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DESCRIPTION OF THE MASTER SERVICING AGREEMENT

Appointment of the Servicer

In accordance with the provisions of article L. 214-46 of the French Monetary and FinancialCode and the provisions of the Master Servicing Agreement, the Seller will continue to exercise theduties with respect to the administration, the recovery and the collection of the Purchased Receivableswhich it previously carried on in its capacity as originator of those Receivables, in its capacity asServicer.

Duties of the Servicer

Servicing Procedures

The Servicer has undertaken to the Management Company and the Custodian that it willdevote to the performance of its obligations under the Master Servicing Agreement at least the sameamount of time and attention and overall diligence that it would normally exercise for theadministration, the recovery and the collection of its own assets similar to the Purchased Receivablesand 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 theadministration, the recovery and the collection of the Purchased Receivables, the Servicer will strictlycomply with the provisions of the Master Servicing Agreement, the provisions of the Auto LeaseContracts and the Servicing Procedures.

Any substantial amendment to or substitution of the Servicing Procedures must be notified inwriting in advance by the Management Company and the Custodian.

Collection of the Purchased Receivables

In accordance with articles L. 214-46-1 and D. 214-103 of the French Monetary and FinancialCode and pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank accounthas been opened with the Specially Dedicated Account Bank (the Specially Dedicated BankAccount ).

Subject to and in accordance with the provisions of the Master Servicing Agreement, theServicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to theSpecially Dedicated Bank Account all Available Collections received in respect of the PurchasedReceivables, provided that the Servicer has undertaken vis-à-vis the FCT:

(i) that all Instalments paid by Debtors by direct debit shall be directly credited to the SpeciallyDedicated Bank Account without transiting via any other account of the Servicer provided thatsuch direct debit amount will also include the corresponding VAT, and the insurance premiumand generally the services fees owed by the relevant Debtor, as applicable; and

(ii) to transfer to the Specially Dedicated Bank Account within five (5) Business Days after receiptany amount of Available Collections standing to the credit of any other of its bank accounts,provided that such amount shall not include the corresponding VAT nor any amount ofinsurance premium or services fees paid by the relevant Debtor, as applicable.

The Servicer has undertaken to transfer to the General Collection Account, within five (5)Business Days after receipt, any amount of Available Collections standing to the credit of the SpeciallyDedicated Bank Account, provided in addition that if the Servicer has failed to deliver to theManagement Company the Monthly Servicer Report on any Information Date, it shall be bound toadvance to the FCT on each of the following Settlement Date (as long as any missing MonthlyServicer Report has not been provided) an amount equal to the then applicable Commingling Reserve

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Required Amount less the sum of any amount transferred under (ii) above in the course of theimmediately preceding Collection Period.

In the event that the Servicer fails to pay, on any Business Day, any amount due by it to theFCT on that Business Day, the Servicer has agreed to pay to the FCT late payment interest calculatedon the basis of an annual interest rate equal to the applicable EONIA rate plus a margin of one (1) percent. per annum and the exact number of days between the due date (inclusive) of the amount sounpaid and the actual date of payment of that amount (excluded). This late payment interest will bepart of the Available Collections of the corresponding Collection Period and will be credited to theGeneral Collection Account.

Custody of the Documents

Pursuant to the provisions of the Master Servicing Agreement and in accordance with theprovisions of article L. 214-49-7 of the French Monetary and Financial Code, the Custodian hasentrusted, for the administration, the recovery and the collection of the Purchased Receivables, theServicer the duties of safe keeping the Contractual Documents constituting the material support of thePurchased Receivables. However, it should be noted that the Custodian will remain responsible forthe preservation of the Contractual Documents vis-à-vis the Noteholders and the Residual Unitholders.

The Servicer will keep the Contractual Documents in such a manner that they are materiallyidentified and distinguishable at the regular address of the Servicer and can be delivered to theCustodian on first demand from the Management Company or the Custodian.

Information

The Servicer has undertaken to provide the Management Company, on each Information Date,with the Monthly Servicer Report which will contain certain information relating to rental payments,purchase option payments, car sale amounts (with implicit principal and interest payments) and anyother information received on the Purchased Receivables on each Collection Period, in accordancewith and subject to the Master Servicing Agreement.

Sub-contracts

In accordance with and subject to the provisions of the Master Servicing Agreement, theServicer may appoint any third party in order to carry out all or any administrative part of its obligationsunder the Master Servicing Agreement. However, the Servicer will remain responsible to theManagement Company for the administration, the recovery and the collection of the PurchasedReceivables 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 andcollection of the Receivables equal to :

(i) 1/12 of 0.75 per cent. of the sum of the Outstanding Principal Discounted Balance of allPerforming Receivables which are not Delinquent Receivables, serviced by the Servicer at thebeginning of the relevant Collection Period (inclusive of VAT); plus,

(ii) as the case may be, 1/12 of 1.0 per cent. of the sum of:

(a) the Outstanding Principal Discounted Balances of the Delinquent Receivables and

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(b) the Unpaid Balances of all Delinquent Auto Lease Contracts and all Defaulted AutoLease Contracts excluding written off Receivables serviced by the Servicer at thebeginning 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 1.0 per cent. of the sum of the Outstanding Principal DiscountedBalance of all Performing Receivables, serviced by the Servicer at the beginning of the relevantCollection Period (inclusive of VAT).

Representation and warranties of the Servicer

Pursuant to the Master Servicing Agreement, the Servicer has represented and warranted tothe FCT that:

1. Status: it is a limited liability company duly incorporated and validly existing under the laws ofFrance, licensed as a credit institution by the Credit Institutions and Investment CompaniesCommittee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now theAutorité de Contrôle Prudentiel) and (ii) it has established appropriate procedures in connectionwith the prevention of anti-money laundering and obstruction to terrorism in accordance withprovisions 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 theother Transaction Documents to which it is a party and the performance of any of its obligationsunder the Master Servicing Agreement and under the other Transaction Documents to which it isa 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) anyagreement, indenture, mortgage, deed of trust, bond, or any other document, instrument orobligation to which it is a party or by which any of its assets or revenues is bound or affected, or (c)any document which contains or establishes its constitution;

3. Insolvency Procedures: it is not subject to, and is not aware of any action or demand which maylead to the opening against it of, any of the proceedings set out in book VI of the Commercial Code(including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée,redressement judiciaire or liquidation judiciaire) or any similar procedure contemplated by theprovisions of any foreign law nor unable to pay its debt due with its available funds (en état decessation des paiements) (as interpreted under Article L. 613-26 of the French Monetary andFinancial Code);

4. Powers and Authorisations: the documents which contain or establish its constitution includeprovisions which give power, and all necessary corporate authority has been obtained and actiontaken, for it to own its assets, carry on its business and operations as they are now beingconducted and to sign and deliver, and perform its obligations under the Master ServicingAgreement;

5. Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filingor notarisation and no other action whatsoever which has not been duly and unconditionallyobtained, made or taken is required to ensure the creation, validity, legality, enforceability orpriority of its obligations under the Master Servicing Agreement and under the other TransactionDocuments to which it is a party;

6. Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complieswith the applicable provisions of French law relating to consumer credit transactions and to theprotection of personal data;

7. Obligations Binding: its obligations under the Master Servicing Agreement are valid and bindingon it and enforceable against it in accordance with their respective terms;

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8. No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoeverit may have against the Compartment, and more generally the FCT, in respect of theestablishment and operation of the Compartment and more generally the FCT;

9. Transaction Documents: it has full knowledge of the provisions of the Transaction Documentsand unconditionally accepts their consequences even if it is not a party to certain of theTransaction Documents; and

10. Prospectus: it has full knowledge of the terms and conditions of this Prospectus approved by theAutorité des Marchés Financiers on 19 July 2012 under number FCT N°12-17 and assumes anyliability in respect of the information provided under section "Description of the Auto LeaseContracts and the Receivables", "Historical Performance Data", "Statistical Information relating tothe Portfolio of Receivables", "Underwriting and Management Procedures" and "Description ofBanque 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 awareof the destruction or theft of a Car, (i) immediately inform the relevant Individual Insurer that it must paythe amount of any indemnity related to that destruction or theft directly to the Servicer (procédured opposition) and (ii) remit any moneys received from such Individual Insurer to the credit of theGeneral Collection Account on the following Business Day.

Other covenants

Pursuant to the Master Servicing Agreement, the Servicer has covenanted, as long as thereremains any Purchased Receivable outstanding:

1. Scheduled Payments: not to modify the number, the amount and the dates of payments (exceptfor a change of payment dates which results in having all the remaining payment dates broughtforward or postponed by the same period of time (such period not exceeding thirty (30) calendardays) (changement de quantième)) of any Scheduled Payments relating to any Auto LeaseContract after the relevant Purchase Date;

2. Auto Lease Contracts: not to modify under any circumstance and for any reason whatsoever theterms and conditions of any Auto Lease Contract after the Purchase Date of the Series ofReceivables relating to that Auto Lease Contract, save in accordance with and subject to theterms and conditions of the Master Servicing Agreement, and only in its capacity as an agent ofthe FCT thereunder;

3. Maintenance of Systems and Procedures: to establish, maintain and implement all necessaryaccounting, management and administrative systems and procedures (including but not limited tothe Servicing Procedures), electronic or otherwise, to establish and maintain accurate, complete,reliable and up to date information regarding the Purchased Receivables including, but not limitedto, all information contained in the Monthly Servicer Report and the records relating to theSpecially Dedicated Bank Account and all other accounts on which it is collecting the PurchasedReceivables;

4. Information on the Receivables: to provide to the Management Company and the Custodianwith any information as the Management Company or the Custodian may from time to timereasonably 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 theCustodian for any enforcement of the Ancillary Rights;

5. Other Information: to provide the Management Company and the Custodian with any otherinformation (including non-financial information) as reasonably requested by the Management

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Company or the Custodian from time to time for the purposes of exercising or preserving therights of the FCT;

6. Inspection of Records: to provide, and to take all necessary measures in order to provide theManagement Company, the Custodian, the Seller or any substitute servicer with all necessaryinformation and records in order to provide the information which the Management Company, theCustodian, the Seller or any substitute servicer may request in accordance with the TransactionDocuments in a format readable by the Management Company, the Custodian, the Seller or byany substitute servicer or in any other form determined by the Master Servicing Agreement or byany other Transaction Document and to ensure that the data made available in this way can beused at all times without any licenses or other restrictions on its use by the ManagementCompany, the Custodian, the Seller or by any substitute servicer;

7. Access: to permit the Management Company and the Custodian, the external auditors of theSeller acting on behalf of and on instruction of the Management Company or the Custodian, andany other representatives of the FCT, upon reasonable prior notice, to visit the offices of theSeller during normal office hours in order to:

(i) inspect and satisfy itself or themselves that the systems are in place, maintained inworking order and are capable of providing the information to which it or they arereasonably and properly entitled pursuant to the Master Servicing Agreement and whichthe Seller has failed to supply, within ten (10) days of receiving written notice of suchfailure;

(ii) upon reasonable prior notice, to verify any such information which has been provided andwhich the Management Company or the Custodian has reason to believe is inaccurate;and

(iii) upon reasonable prior notice, examine the books, records and documents relating to thePurchased Receivables;

8. Information relating to Notification of Obligors: provide to the Management Company or anyperson appointed by it with the prior approval of the Custodian or any substitute servicer with allinformation which would be necessary to allow the Management Company or the relevant thirdparty or substitute servicer to notify the Obligors of the assignment of the Purchased Receivablesin the event that a Servicer Termination Event occurs; and

9. Direction, Orders and Instructions: to comply with any reasonable directions, orders andinstructions that the Management Company may from time to time give to it in accordance withthe Master Servicing Agreement and which would not result in it committing a breach of itsobligations under the Master Servicing Agreement or an illegal act; in particular, but withoutlimitation, the Servicer shall not be entitled to refuse to notify the Obligors in the cases andcircumstances contemplated in the Master Servicing Agreement, should the ManagementCompany so request.

10. No Deposit Taking Activity: to enter into a deposit taking activity with a Debtor included in theTransaction, only if (i) such deposit taking activity does not give rise to any set-off right of therelevant Debtor in respect of any Purchased Receivable or, otherwise (ii) such set-off right hasbeen contractually waived by the relevant Debtor or (iii) the FCT is protected against any riskarising from such set-off right by any suitable means; and

11. Instructions to Debtors: in case of closing of the Specially Dedicated Account or earlytermination of the Specially Dedicated Account Bank Agreement, to ensure that all subsequentInstalments relating to Purchased Receivables will be paid by the relevant Debtors on the newspecially dedicated bank account.

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Renegotiations

Contentious Renegotiations

If a Purchased Receivable has become a Defaulted Receivable, or if a Debtor is referred to theconsumer over-indebtedness committee or, if a complaint is made to the court/tribunal pursuant to titleIII of chapter III of the French Consumer Code, or article 1244-1 of the French Civil Code, or under anyother similar procedure as defined by any regulations in force, the Servicer may participate in view ofworking out a contractual plan for the resolution of the dispute and/or make propositions ofContentious Renegotiation.

Commercial Renegotiations

Indemnification

Under the Master Servicing Agreement, the Servicer has undertaken to the FCT that it shallnot enter into any Commercial Renegotiation in relation to any Series of Receivables, which wouldresult in a modification in the number, the amounts or the dates of payment (except for a change ofpayment dates which results in having all the remaining payment dates brought forward or postponedby the same period of time (such period not exceeding thirty (30) calendar days) (changement dequantième)) of the Scheduled Payments.

Accordingly, the FCT and the Servicer have agreed that in the event that the Servicer entersinto any Commercial Renegotiation which would result in the breach of that undertaking, the resultingmodification of the Receivable will be deemed, between the FCT and the Servicer, to have entailed thetermination of the corresponding Auto Lease Contract and the origination of a new Auto LeaseContract, and the Servicer shall be bound to pay to the FCT, as indemnification for such termination,by no later than the Settlement Date immediately following the Information Date on which suchmodification was notified by a party to the other, an amount equal to the then Outstanding PrincipalDiscounted Balance of the Series of Receivables relating to the terminated Auto Lease Contract plusany accrued and outstanding interest and any other outstanding amounts of principal, interest,expenses and other ancillary amounts relating to that Series of Receivables as at the DeterminationDate preceding that Settlement Date (the Rescheduling Indemnification Amount ).

Any amount paid to the FCT under these provisions will be exclusively allocated to theCompartment and be credited to the General Collection Account and form part of the AvailableCollections in the Collection Period during which that amount is paid by the Servicer. The principalamounts paid to the FCT by the Servicer pursuant to this indemnification shall be treated as aPrepayment in accordance with the provisions of the Compartment Regulations.

Subject to the payment of the Rescheduling Indemnification Amount in accordance with theabove, the different unpaid components of the Purchase Price of the Series of Receivablescorresponding to the Auto Lease Contract deemed to be terminated under the above provisions shallnonetheless be paid in accordance with and subject to the applicable Priority of Payments.

Limits of the remedies in case of Commercial Renegotiations

The remedy set out in this Sub-Section Commercial Renegotiations is the sole remedyavailable to the FCT in case of a Commercial Renegotiation which would result in the breach by theServicer, of the undertaking set out in Sub-Section Indemnification above. Under no circumstancesmay the Management Company request an additional indemnity from the Servicer in relation to anysuch change. Furthermore, the remedies set out in this Section Renegotiations shall not entitle theNoteholders to assert any claim directly against the Seller, the Management Company having theexclusive competence under article L. 214-49-7 of the French Monetary and Financial Code torepresent the Compartment, and more generally, the FCT against third parties and in any legalproceedings.

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Commingling Reserve

The Commingling Reserve is made available to protect the Compartment against the risk ofdelay or default of the Servicer in all its financial obligations (obligations financières) under the MasterServicing Agreement.

In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary andFinancial Code, as security for the full and timely payment of all the financial obligations (obligationsfinancières), contingent and future, of the Servicer towards the FCT, in relation with the Compartment,(including, without limitation, the obligation of the Servicer to transfer to the credit of the GeneralCollection Account the Available Collections), the Servicer shall credit, if required, the ComminglingReserve Account with a Commingling Reserve and, thereafter, adjust the Commingling Reserve Fund,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 atleast be equal to the Commingling Reserve Required Amount (it being understood that all amounts ofinterest 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 theCommingling Reserve Required Amount applicable on the Closing Date, as security for the full andtimely payment of all its financial obligations (obligations financières), contingent and future, towardsthe FCT, in relation with the Compartment, arising under the Master Servicing Agreement, pursuant toarticles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remised espèces en pleine propriété à titre de garantie).

On any Settlement Date, if the Commingling Reserve needs to be adjusted in order to complywith 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. 211-40of the French Monetary and Financial Code (remise d espèces en pleine propriété à titre degarantie), the necessary amounts to the Commingling Reserve Account on such SettlementDate; or

(ii) by the Management Company, by releasing and repaying the excess of (i) the amountstanding to the credit of the Commingling Reserve Account over (ii) the Commingling ReserveRequired 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 ComminglingReserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shallnot be taken into account.

In the event of a breach by the Servicer of its financial obligations (obligations financières)under the Master Servicing Agreement, the Management Company will be entitled to set-off therestitution obligations of the FCT under the Commingling Reserve against the amount of the breachedfinancial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amountin respect of such financial obligations (obligations financières); and (ii) the amount then standing tothe credit of the Commingling Reserve Account, in accordance the article L. 211-38 of the FrenchMonetary and Financial Code and to apply the corresponding funds as part of the Available Collectionsin accordance with the Priority of Payments on the immediately following Payment Date (or on thatdate if it is a Payment Date), without the need to give prior notice of intention to enforce theCommingling Reserve (sans mise en demeure préalable).

As long as the Servicer meets its financial obligations (obligations financières) under theMaster Servicing Agreement (failing which the above provisions shall apply), it has been expresslyagreed that the Commingling Reserve Fund shall not be included in the Available Collections of anyCollection Period and shall not be applied to cover any payments due in accordance with and subjectto the applicable Priority of Payments, nor to cover any Obligors defaults.

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In accordance with the provisions of the Compartment Cash Management Agreement, theManagement Company shall be responsible for giving the required instructions to the CompartmentCash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sumsstanding to the credit of the Commingling Reserve Account and paying to the Servicer the financialproceeds resulting from such investment being credited to the Commingling Reserve Account. Suchfinancial proceeds shall be directly paid to the Servicer on each Settlement Date outside any Priority ofPayments.

Upon liquidation of the Compartment and subject to the Servicer having complied in full with itsfinancial obligations (obligations financières) under the Master Servicer Agreement, the amountstanding to the credit of the Commingling Reserve Account will be released and retransferred directlyto the Servicer.

Servicer Termination Events

Crédipar in its capacity as Servicer has undertaken not to request the termination of theMaster Servicing Agreement, so that the administration, the recovery and the collection of theReceivables 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 theoccurrence 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 VIof the Commercial Code; or (ii) has its banking license withdrawn pursuant to the applicableregulatory provisions of the French Monetary and Financial Code; or (iii) is subject toinjunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk;

(b) other than as a result of force majeure, the Servicer breaches any of its obligations pursuant tothe Master Servicing Agreement (other than a breach of a monetary obligation) and suchbreach, if not remedied in a satisfactory manner within five (5) Business Days after notificationin writing to the Servicer by the Management Company, is considered, in the reasonableopinion of the Management Company, to be of a kind which may result in the rating of theClass A Notes being placed on negative outlook or as the case may be on rating watchnegative or review for possible downgrade or a withdraw or downgrade of their currentrating;

(c) as a result of force majeure, the Servicer breaches any of its obligations pursuant to theMaster Servicing Agreement (other than a breach of a monetary obligation) and such breach, ifnot remedied in a satisfactory manner within thirty (30) Business Days after notification inwriting to the Servicer by the Management Company, is considered, in the reasonable opinionof the Management Company, to be of a kind which may result in the rating of the Class ANotes being placed on negative outlook or as the case may be on rating watch negative orreview for possible downgrade or a withdraw or downgrade of their current rating;

(d) 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 Datewith such amount as is necessary to ensure that the amount standing to the CominglingReserve Account is at least equal to the then applicable Commingling Reserve RequiredAmount), 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; or

(d) any of the representations and warranties made by the Servicer is false or incorrect and suchfalse or incorrect representation or warranty is considered, in the reasonable opinion of theManagement Company, to be of a kind which may result in the rating of the Class A Notesbeing placed on negative outlook or as the case may be on rating watch negative or reviewfor possible downgrade or withdrawn or downgraded and where such representation orwarranty can be remedied by the Servicer, is not remedied in a satisfactory manner within five

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(5) Business Days after notification in writing to the Servicer by the Management Company toremedy such false or incorrect representation or warranty.

Following the occurrence of a Servicer Termination Event as set out above, the ManagementCompany shall appoint with the prior approval of the Custodian (such approval not to be unreasonablywithheld or delayed and, if the Management Company considers, having regards to the interest of theNoteholders and Residual Unitholders, that the Custodian is holding or delaying its consentunreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) aback-up servicer.

The Management Company undertakes, promptly and within a period of thirty (30) calendardays from the occurrence of a Servicer Termination Event to replace the Servicer with the dulyappointed back-up servicer in accordance with article L.214-46 of the French Monetary and FinancialCode. The termination of the appointment of the Servicer will become effective as soon as the newservicer being appointed has effectively started to carry his duties. It has been further agreed that theCustodian, in its capacity as co-founder of the Compartment, shall (i) assist the ManagementCompany in replacing the Servicer and (ii) use its best commercial efforts to replace the existingServicer.

Upon termination of the appointment of the Servicer pursuant to the Master ServicingAgreement (or from the occurrence of the Servicer Termination Event if necessary to protect theinterest of the FCT) and subject to the receipt from the Data Protection Agent of the Decryption Key inaccordance with the terms of the Data Protection Agreement, the Management Company will (or willinstruct any substitute servicer or any third party appointed by it with the prior approval of theCustodian (such approval not to be unreasonably withheld or delayed and, if the ManagementCompany considers, having regards to the interest of the Noteholders and Residual Unitholders, thatthe Custodian is holding or delaying its consent unreasonably, the Management Company shall beentitled to set aside the opinion of the Custodian) to) (i) notify the Obligors of the assignment of therelevant Purchased Receivables to the FCT and (ii) instruct the Obligors to pay any amount owedunder the Purchased Receivables into the General Collection Account or any account specified by theManagement 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 ServicerTermination Event, the Servicer has undertaken to transfer to the new servicer appointed by theManagement Company all necessary information and registrations, in order to effectively transfer theservicing functions relating to the Purchased Receivables.

Termination of the Master Servicing Agreement

The Master Servicing Agreement shall terminate automatically on the CompartmentLiquidation Date.

Governing Law

The Master Servicing Agreement shall be governed by French law and all claims and disputesarising in connection therewith shall be subject to the exclusive jurisdiction of the French courts havingcompetence in commercial matters.

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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 hasappointed, with the prior approval of the Custodian, the Data Protection Agent to hold the DecryptionKey and perform consistency tests (if required to do so) and the Data Protection Agent has acceptedsuch appointment.

Encrypted Data

On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, theSeller will deliver to the Management Company an Encrypted Data File.

On each Information Date during the Amortisation Period and/or the Accelerated AmortisationPeriod, the Seller will continue to deliver an updated Encrypted Data File to the ManagementCompany.

The personal data contained in the Encrypted Data File shall enable the notification of theDebtors and transfer of direct debit authorisation information in case of a Servicer Termination Eventand replacement of the Servicer.

The Seller shall update any relevant information with respect to each Purchased Receivable on amonthly 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 theprovisions 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 itagainst unauthorised access by any third parties. For the avoidance of doubt, the ManagementCompany will not be able to access the data contained in the Encrypted Data File without theDecryption Key.

Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data ProtectionAgent

On the Closing Date, the Seller will deliver to the Data Protection Agent the Decryption Keyrequired 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 Dayprior notice to the Management Company, or if so requested by the Management Company, theCustodian or the replacement servicer. If the Decryption Key is the same as the Decryption Keypreviously 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, asapplicable, but shall confirm to the Data Protection Agent that no new Decryption Key is necessary. Ifthe Decryption Key on such Subsequent Purchase Date or Information Date, as applicable, is not thesame as the previous Decryption Key, the Seller shall deliver to the Data Protection Agent the updatedDecryption Key required to decrypt the information contained in the Encrypted Data File delivered onthe same date.

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The Data Protection Agent shall hold the Decryption Key (and any updated Decryption Key, asthe case may be) in safe custody and protect it against unauthorised access by any third parties untilthe Management Company requires the delivery of the Decryption Key in accordance with the DataProtection Agreement.

In addition, the Data Protection Agent shall produce a backup copy of the Decryption Key andkeep it separate from the original in a safe place.

Delivery of the Decryption Key by the Data Protection Agent

Immediately upon request by the Management Company (but no later than within two (2)Business Days following receipt of such request), the Data Protection Agent shall deliver theDecryption Key to the Management Company (or to any person designated by the ManagementCompany, including without limitation any replacement servicer).

The Management Company has undertaken to request the Decryption Key to the DataProtection Agent and use (or permit the use) the data contained in the Encrypted Data File relating tothe Debtors only in the following circumstances:

(a) the FCT needs to have access to such data to enforce its rights against the Debtors; or

(b) the law requires that the Debtors be informed (including, without limitation in case of a changeof the Servicer following the occurrence of a Servicer Termination Event).

Other than is the circumstances set out above, the Data Protection Agent shall keep theDecryption 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 ServicingAgreement (or from the occurrence of the Servicer Termination Event if necessary to protect theinterest of the FCT), and subject to the receipt from the Data Protection Agent of the Decryption Key inaccordance with the terms of the Data Protection Agreement, the Management Company will (or willinstruct any substitute servicer or any third party appointed by it with the prior approval of theCustodian (such approval not to be unreasonably withheld or delayed and, if the ManagementCompany considers, having regards to the interest of the Noteholders and Residual Unitholders, thatthe Custodian is holding or delaying its consent unreasonably, the Management Company shall beentitled to set aside the opinion of the Custodian) to) (i) notify the Obligors of the assignment of therelevant Receivables to the FCT and (ii) instruct the Obligor to pay any amount owed under thePurchased Receivables into the General Collection Account or any account specified by theManagement 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 LiquidationDate.

The Data Protection Agent can only resign with giving a 30-day prior written notice delivered tothe Management Company (with copy to the Custodian, the Seller and the Servicer) and provided thata new Data Protection Agent has been appointed which has undertaken to endorse the same role asthe departing Data Protection Agent.

General

If,

(a) the Seller has failed to timely deliver any Encrypted Data File and any Decryption Key inaccordance with the Data Protection Agreement;

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(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 Companyshall 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 uponrequest and reasonable notice.

If the relevant Data Default has not been remedied or waived by the Management Companywithin the period of ten (10) Business Days, such Data Default shall constitute a breach of a materialobligation of the Seller upon the expiry of such period.

Each of the parties to the Data Protection Agreement has undertaken to comply at any timewith the provisions of the data protection laws and agreed that, if they become aware that the DataProtection Agreement is in breach of data protection laws, they will use their best efforts to enter intoan 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 disputesarising in connection therewith shall be subject to the exclusive jurisdiction of the French courts havingcompetence in commercial matters.

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SPECIALLY DEDICATED BANK ACCOUNT

Specially Dedicated Account Bank Agreement

In accordance with articles L. 214-46-1 and R. 214-110 of the French Monetary and FinancialCode, the Management Company, the Custodian, the Servicer and the Specially Dedicated AccountBank have entered into the Specially Dedicated Account Bank Agreement (Convention de CompteSpécialement Affecté) pursuant to which an account of the Servicer shall be identified in order to beoperated as the Specially Dedicated Bank Account (compte spécialement affecté).

Operation until notification by the Management Company

Credit

The Specially Dedicated Account Bank shall be credited in accordance with and subject to theprovision of the Master Servicing Agreement.

Debit

(a) The Servicer has undertaken vis-à-vis the FCT to ensure that the sole means of payment usedfor the debit of the Specially Dedicated Bank Account are exclusively wire transfers betweenaccounts, 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 Controlfrom the Management Company and without prejudice to the dedicated nature (caractèrespécialement affecté) of the Specially Dedicated Bank Account for the benefit of the FCT, theSpecially Dedicated Account Bank and the Management Company have expressly agreed thatthe Servicer will be granted the right to operate the Specially Dedicated Bank Account in givingany instructions of wire transfers from the Specially Dedicated Bank Account, but only forpurposes of:

(i) transferring to the General Collection Account, by no later than five (5) Business Daysafter their credit to the Specially Dedicated Bank Account, any amount of AvailableCollections 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 theprovisions of the Specially Dedicated Account Bank Agreement, transferring to anyother bank account of the Servicer, any sum standing to the credit of the SpeciallyDedicated Bank Account but which are not sums owed to the FCT or which are sumsdue by the FCT to the Servicer, as soon as possible after having given evidence to theManagement Company that such amounts are not owed to the FCT, subject toparagraph (f) below.

(c) Immediately upon receipt of a Notification of Control from the Management Company:

(i) the Servicer shall cease to be entitled to give any instructions to the SpeciallyDedicated Account Bank, the Management Company only having such right and,pursuant to the provisions of article D. 214-103 of the French Monetary and FinancialCode, the Specially Dedicated Account Bank shall conform to the sole instructions ofthe Management Company (or of any persons designated by it) in relation to the debitoperations of the Specially Dedicated Bank Account; any instruction relating to thedebit of the Specially Dedicated Bank Account given by the Servicer shall be deemednull and void; any current debit wire transfers made by the Servicer shall besuspended unless the relevant transfer is to be made to the General CollectionAccount; and

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(ii) the Specially Dedicated Account Bank shall (x) immediately comply exclusively withthe instructions of the Management Company (or any other person designated by it)relating to the operation of the Specially Dedicated Bank Account (including in relationto any debits in order to honor any cheques, automatic wire transfers, bills ofexchange, bills, promissory notes, acceptations, tradable bonds, including thepayment of any amounts due to the Specially Dedicated Account Bank or any otherpayment), it being provided that the Specially Dedicated Account Bank shall beentitled, without being liable for it and without any further verification, to rely on anyinstructions or written certificates issued by the Management Company (or any otherperson 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 wiretransfers made to the General Collection Account; and (z) refuse to take intoconsideration any instruction in relation to the Specially Dedicated Bank Account givenby a person not being directly authorised by the Management Company (withoutprejudice to its other obligations pursuant to the Specially Dedicated Account BankAgreement).

(d) Immediately upon receipt of a Notification of Release, addressed to the Specially DedicatedAccount Bank by the Management Company with copy to the Servicer:

(i) the Servicer shall be again entitled to operate the Specially Dedicated Bank Accountby 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 SpeciallyDedicated Bank Account,

it being specified that the delivery of a Notification of Release is without prejudice of the rightfor the Management Company to send further Notifications of Control.

(e) Credit Reversals

In the event that Available Collections credited on the Specially Dedicated Bank Account aresubject to a Credit Reversal, the Parties acknowledge and agree that the amount of Credit Reversalsshall be deducted from the Available Collections transferred by the Servicer to the Specially DedicatedAccount in accordance with the provisions of the Specially Dedicated Account Bank Agreement;

(f) If, on a given Business Day, the Specially Dedicated Account Bank is instructed to makeeither:

(i) a debit in favour of Crédipar only and such debit would result in the SpeciallyDedicated 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 ofboth debits would result in the Specially Dedicated Bank Account having a negativebalance,

the parties to the Specially Dedicated Account Bank Agreement have acknowledgedand agreed that:

(A) (aa) prior to the delivery of a Notification of Control or (bb) following thedelivery of a Notification of Release:

(I) the Specially Dedicated Account Bank shall be authorised to instruct inpriority the debit in favour of Crédipar (only to the extent such debitwould not result in the Specially Dedicated Account Bank having anegative balance, in which case such debit will be automaticallypostponed in whole or in part until the credit balance of the SpeciallyDedicated Bank Account is sufficient to allow such debit); and

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(II) the debit instruction in favour of the FCT will be automaticallypostponed in whole or in part until the credit balance of the SpeciallyDedicated Bank Account is sufficient to allow such debit; and

(B) following the delivery of a Notification of Control and for so long as noNotification of Release has been duly delivered, the operations set out inparagraph (A) above will no more be permitted without the prior expressconsent of the Management Company.

Change of Specially Dedicated Account Bank

If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings,the Management Company will terminate the Specially Dedicated Account Bank Agreement and theServicer will appoint, with the prior approval of the Management Company (such approval not to beunreasonably withheld or delayed), a new specially dedicated account bank within thirty (30) BusinessDays and close the Specially Dedicated Bank Account, provided that the conditions precedent set outtherein are satisfied (and in particular but without limitation that an agreement, substantially in the formof the Specially Dedicated Account Bank Agreement, has been executed and a new speciallydedicated account has been opened with a new specially dedicated account bank with the AccountBank Required Ratings).

Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior writtennotice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditionsprecedent 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 anda new specially dedicated account has been opened with a new specially dedicated account bank withthe Account Bank Required Ratings).

Governing Law

The Specially Dedicated Account Bank Agreement shall be governed by French law and allclaims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of theFrench 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 Citroen vehicles in France. Credipar also manages alimited 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 sinceDecember 1998.

Its head office is established in Levallois-Perret (near Paris).

Credipar mainly offers products such as:

(a) Loans (financing scheme): 63,7% of new financings for the year 2011 and 38,3% of alloutstanding amounts; and

(b) Leases (long term or with a purchase option): 36,3% of new financings for the year 2011 and61,7% of all outstanding amounts.

Credipar uses a common network, and operates similar underwriting, debt management andcollection procedures for all its activities.

Credipar employed 834 people at the end of 2011

Description of Credipar's regional network

Credipar operates through a network of 14 branches divided into five regions across theFrench territory which corresponds to Peugeot and Citroen regional organizations.

Each Credipar branch has:

- On the one hand, commercial teams, which report to head office Commercial Divisions(Peugeot and Citroen)

- On the other hand, operations teams responsible for the underwriting process; they report tohead office Operations Division

Credipar's products are marketed and distributed through the points of sale of Peugeot andCitroën's dealers.

Each Peugeot and Citroen dealer is connected to a Credipar branch. Credipar marketed itscar 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 OpérationsFrance) which operates through specialised departments at head office as well as regional teamslocated within the branches.

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Underwriting and validation of the lease applications

Underwriting procedures

The approval process is conducted by an expert system that is integrated in the credit scoringsystem in use at Crédipar (SEDRE for individuals and ADES for companies). It is operated solely bythe personnel in charge of accepting applications.

The procedure for the origination and assessment of a lease application until its approval ordecline is as follows:

§ The lease application is recorded in the system NSID-FORCE (a simulation systemimplemented in all points of sale) based on a questionnaire completed by the client;

§ The risk is assessed and the application gets a scored;

§ SEDRE or ADES give a recommendation based on the score;

§ For an application with an orange or red score, the application is considered as undermanagement:

- For private customers, applications scored orange or red are processed by therelevant employees of the branch, depending on their delegation levels.

- For commercial clients, a specialist department at the head office Operations divisionperforms the analysis.

§ Further analysis is performed;

§ The information is transferred into a form;

§ If the application is accepted: the approval is formalised through an electronic signature. Theoriginal signature of the borrower is also kept in the physical file;

§ The approval or the decline is transmitted to the relevant Peugeot or Citroen dealer;

§ 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 beenused by Crédipar since 1985. The scoring modules are specific to individuals and companies.

For individuals, the scoring uses

§ the client s details (age, income, other loans and leases, profession, employment history, bankhistory, etc),

§ the type of vehicle leased (new car or used car, age of the vehicle, purchase price, etc)

§ the characteristics of the leasing (amount borrowed, term, downpayment, etc)

§ external and internal databases; internal information, e.g. if the client has already taken alease or a loan from Crédipar is an important factor.

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For companies, the scoring uses the identification of the company (legal form, financialstatements ) and of the manager. Further information is analysed for newly created companies (lessthan three years).

The main changes affecting scoring have been the development of the expert system SEDRE in 1993and ADES in 1995, which include the implementation of an expert system to detect inconsistentapplications and help combat fraud (in 1995) and the normalisation of the score as a probability of theclient s defaulting (in 1997).

The credit scoring system is the main factor underpinning the underwriting process conductedby SEDRE and ADES:

§ A green score results in the automatic approval of the application.

§ An orange score results in the assessment of the application by the relevant employee in theBranch or in the head office; and

§ A red score means that the application can be accepted only exceptionally by the regionaloperations manager or the head office (overriding).

The scoring performances are monitored on monthly basis. The main indicators followed are:

§ The breakdown of applications by score.

§ The application of the recommendations of the score (and overrides).

§ The discriminatory features of the score and of each of its elements;

§ The monitoring of arrears depending on the score.

Behavioural scoring

When evaluating a new application by an existing or previous customer, either an individualor a company, the payment profile of any previous or other existing leases and loans by the applicantis automatically taken into account via an internal file containing defaults and late payments calledFichier des Incidents de Paiement'' or FIP (History of missed payments).

Assessment of the financial solvency of the Debtors

The financial solvency of an applicant is evaluated according to his or her debt to incomeratio.

During the assessment of the application at the underwriting stage, the supporting documentsprovided to evidence the income of the Debtor (pay slips) are checked. The debt to income ratio iscalculated by dividing the sums of all monthly debt obligations by the net monthly family income.

Original Loan to Value ratio (OLTV)

The loan to value ratio is calculated by dividing the total amount of financing applied for bythe purchase price of the financed asset. There is no minimum personal down payment and themaximum loan to value ratio permitted is 100 per cent.

External databases

Apart from the behavioural database FIP, external databases on credit delinquenciesmanaged by the Banque de France are systematically consulted for each application (Fichier National

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des Incidents de Remboursement des Crédits aux Particulier ~ FICP, and Fichier Central desChèques).

Levels of decision making

For private customer, the final decision remains with the branch where the application hasbeen initiated. For commercial clients, the head office makes the final decision (notwithstanding limiteddelegation 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 Citroen Dealer). It is later checked and validated by a specialised and independent unit ofthe branch located at the head office, which cross checks the information contained in the file with thesupporting documents and checks that the documents have been signed. The validation team is alsoresponsible for any applicable registration of pledges and ownership clauses.

In addition to the systematic validation of each lease application, a specialist team within thevalidation team, controls thoroughly a significant percentage of new applications for each Peugeot andCitroen point of sale.

Management of performing leases and collection procedures

Performing leases and loans are managed by the Operations division (Directions desOperations France - DOPF) in which one department is dedicated to private customer (27 people) andanother to commercial client (23 people).

The Collection Division (Direction du Recouvrement - DREC) has 119 members and dealswith all late payments (other than those resulting from technical problems) as well as any disputes.

In 2008, Banque PSA Finance set up a dedicated structure in Warsaw, Poland, in charge ofcarrying out Amicable Collection (Recouvrement Amiable) for French, British, German and Austriandebtors in arrears. This servicing platform and call center operates with similar collection proceduresfor all clients and is managed at corporate level by Banque PSA Finance.

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 Debtors of current leases is by direct debit; for an overduebalance, a cheque or postal order may be used.

Prepayments

Full prepayments are allowed starting from the 13th rental payment. No prior notice isrequired.

Prepayment penalties are 7% of the outstanding balance when prepayment occurs within thefirst year of the contract, and 6% when later.

Late payments and litigation

The system detects late payments as soon as a direct debit has been missed, i.e. a few daysafter its due date. The lease is then considered in arrears and amicable collection procedures areautomatically started.

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In the first 30 days following the due date, the lease generally goes through AmicableAutomatic Collection (Recouvrement Amiable Automatique - RAA), during which the Debtor may begranted some flexibility on payments depending on his or her credit history. A second direct debit isthen taken (Seconde Présentation Automatique - SPA) within 30 days.

If the SPA and the next instalment have been missed, the overdue account goes to AmicableCollection procedure (Recouvrement Amiable - RA), which is operated by Warsaw call center. Thecollection officer calls the Debtor to enquire about the causes for non-payment and initiate a paymentpromise program. In most cases, a promise is made by the Debtor to pay at an agreed date. A letter isautomatically sent out to the Debtor confirming the terms of the promise.

If the overdue amount has not been paid within the maximum of 90 days after the due date ofthe first overdue instalment, the lease goes to the Legal Collection Proceedings Phase 1A(Recouvrement Judiciaire 1A). This phase is operated by the Collection Division in France. The leaseofficer then makes the decision whether or not to file a claim with the court to start legal proceedingsagainst the Debtor with a view to repossessing the vehicle. An amicable resolution will continue to besought with the Debtor throughout this process. The period between the service of the claim form andthe 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 enforcementgenerally occurs within the month following the default (a maximum of 150 days maximum after thedue 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 automaticallyor 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 stillpossibly due after the repossession of the vehicle.

Once all attempts to resolve a case in court or with the Debtor have been unsuccessful, thecase is then transferred to a management department dealing with long-term debt recovery cases. Inthe event of insolvency of the Debtor, the file is left under surveillance and is re-examined on a regularbasis, using specialised software dedicated for this use by the management department.

Sale of the vehicles

The vehicle may be sold for the benefit of the lenders in two cases: if the Debtor hasvoluntarily 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 todealers or licensed garages. The decision to sell is made by the lease officer and occurs when it hasnot been possible to obtain an amicable arrangement with the Debtor.

Personal insolvency management (Neiertz procedure)

Personal insolvencies are dealt with separately by a specialised team. Some Debtors mayappear to be insolvent without being in default on leases granted by Crédipar (for example, nopayment is overdue). To trigger the Neiertz treatment at Crédipar, the Banque de France must haveinitially accepted the case. The file is then marked in the database of Crédipar.

According to Crédipar Servicing Procedures, a receivable that is subject to a Neiertzprocedure is not classified as defaulted nor delinquent solely as a result of the start of this procedure.The number of days unpaid will prevail. When the Banque de France has accepted the Neiertz file, thefile is frozen and the test on number of days unpaid is not applied anymore. Only after issuance of arestructuring plan including partial or full write-down of the receivable, the file will be classified asdefaulted as per the Servicing Procedures.

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DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER

Organisation of Banque PSA Finance

Introduction

Banque PSA Finance ( BPF ) is the parent company of the Banque PSA Finance group( BPF Group ) operating in twenty-four countries. The BPF Group offers a full range of retail financingproducts to customers of the two brands Peugeot and Citroën as well as floor-stock and replacementparts financing for the two carmakers dealers. It is not involved substantially in any other type offinancing activities. Although fully owned by PSA Peugeot Citroën, BPF is not responsible for thefunding 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 Spainbeing its key markets. However, Central Europe is playing an increasingly important role. It has a keyfunction in PSA Peugeot Citroën s strategy to offer customers integrated products, financing andservice packages that meet their needs.

BPF strengthens relationships with car dealers by providing them with a full array of specially tailoredfinancing and services sales support systems.

BPF is also developing integrated products including such automobile-related services asmaintenance and extended warranties, whose subscription-based delivery makes them more attractiveto customers. These integrated products are also offered to buyers of used vehicles. BPF also offersauto insurance through a programme with specialist partners that offers specific insurance solutions forthe Peugeot and Citroën brands.

In terms of wholesale financing, BPF finances the new and replacement vehicles, partsinventories of both the Peugeot and Citroën brands and all car dealer networks in the countries whereit 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 sociétéanonyme on 15 December 1982 under registration number RCS PARIS B 325 952 224. BPF s term ofincorporation will expire on 15 December 2081 unless extended or dissolved before such date. PSAFinance Holding changed its name to Banque PSA Finance Holding on 26 July 1995 and subsequentlyto 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 bankauthorities (Commission Bancaire). BPF operates under articles L. 210-1 and following of the FrenchCommercial Code and under articles L. 511-1 and following of the French Monetary and FinancialCode.

BPF s head office is located at 75, avenue de la Grande Armée, 75116 Paris, France. BPF is awholly-owned subsidiary of Peugeot S.A. Its authorised and issued capital is currently EUR177,408,000, with a share capital divided into 11,088,000 shares of common stock with a par value ofEUR 16.

BPF s shares are not listed on any stock market. Peugeot S.A. s shares are listed on theEurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the InternationalSEAQ market in London and in the United States of America in the form of sponsored AmericanDepositary 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.

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In 2006, BPF set up a finance company in partnership with Bank of China and a newmarketing subsidiary in Turkey, with a local banking partner.

In January 2008, BPF extended its operations in Slovenia through a joint venture with abanking 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 AssuranceS.A.S. This subsidiary acts as the French holding company of PSA Services Ltd, an entity in Malta thatowns two local insurance companies. The set up of this life insurance company and property andcasualty insurance company allows to offer customers an increasingly comprehensive service offeringtailored to their needs.

In July 2008, BPF set up in Croatia to develop financing business in the local market. Thecompany 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 itsoperations in August 2010.

Banque PSA Finance in France

In France, the Banque PSA Finance group conducts its financing business with Sofira and the retailfinancing network of Crédipar..

Crédipar

The Compagnie Générale de Crédit aux Particuliers or Crédipar is the French subsidiary ofBanque PSA Finance in charge of providing financing, through loans or leases to buyers of Peugeotand Citroen vehicles in France.

Credipar was established in 1979 and has been a 99.99% of Banque PSA Finance sinceDecember 1998.

Crédipar is registered as a credit institution. Crédipar provides financing services topurchasers of Peugeot and Citroën cars. These financing services include redeemable automobilecredits, 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 withdealers.

Key Figures of the Seller

Févr. 2012 2011 2010 Evolution2011/2010

French Automobile Market 376 647 2 633 483 2 669 281 -1,3%

Registration PSA Group 117 398 840 784 871 875 -3,6%

PSA Market Share 31,2% 31,9% 32,7% -0,7pt

New Vehicles financed by Credipar 35 941 229 899 242 991 -5,4%

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% of PSA new vehicles financed byCredipar (penetration rate) 30,6% 27,3% 27,9% -0,5pt

Used vehicles financed by Credipar 13 018 75 671 82 025 -7,7%

Total number of financed vehicles 48 959 305 570 325 016 -6,0%

of which Loans 26 672 173 979 195 770 -11,1%

of which Leases 22 287 131 591 129 246 1,8%

Retention and disclosure requirements under the Capital Requirements Directive

Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar in its capacity assubscriber of the Residual Units, shall on a consolidated basis retain, on an ongoing basis, a materialnet economic interest which, in any event, shall not be less than 5% of the nominal amount of thesecuritised exposures. At the date of this Prospectus such interest is retained in accordance withitem (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended byDirective 2009/111/EC, as the same may be amended from time to time (the "Capital RequirementsDirective") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007relating to capital requirements for credit institutions and investment firms, as amended from time totime (the 2007 Order )), by the holding all the Class B Notes and all the Residual Units issued by theFCT in relation with the Compartment. As condition precedent to the purchase of AdditionalReceivables on Subsequent Purchase Dates, the Management Company shall have received priorwritten confirmation from the Custodian that Banque PSA Finance holds all of the Class B Notes andCrédipar holds all of the Residual Units.

In each of the Class A Notes Subscription Agreement and the Class B Notes and Residual UnitsSubscription Agreement, Banque PSA Finance and Crédipar has:

(i) adhered to the requirements set out in paragraph 6 of article 122a of the Capital RequirementsDirective (as implemented in France in article 217-1(f)) of the 2007 Order);

(ii) undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with theprovisions of the 2007 Order implementing inter alia article 122a of the Capital RequirementsDirective and make appropriate disclosures to the Noteholders about the retained neteconomic interest in the securitisation transaction contemplated in this Prospectus and ensurethat the Noteholders have readily available access to all materially relevant data as requiredunder paragraph 7 of article 122a of the Capital Requirements Directive (as implemented inFrance in article 217-1(g)) of the 2007 Order): and

(iii) undertaken to the Joint Lead Managers and the FCT that it shall at all times retain theownership of the Class B Notes (as far as Banque PSA Finance is concerned) and theResidual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the JointLead Managers and the FCT to procure that Banque PSA Finance complies with suchundertaking.

An overview of the retention of the material net economic interest by Banque PSA Financeand Crédipar in compliance with the Capital Requirements Directive will be provided in the InvestorReport 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 sufficiencyof the information described above for the purposes of complying with article 122a of the CapitalRequirements Directive and its own situation and obligations in this respect.

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Each of Banque PSA Finance and Crédipar accepts responsibility for the information set outin this paragraph.

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USE OF PROCEEDS

The proceeds of the issue of the Class A Notes shall be 723,600,000, the proceeds of theissue of the Class B Notes shall be 356,400,000,and the proceeds of the issue of the Residual Unitsshall be 300. The total proceeds of the offering of the Notes and the Residual Units shall be 1,080,000,300 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 tothe terms of the Master Purchase Agreement and (ii) for an amount equal to the difference betweensuch proceeds and the Principal Component Purchase Price, being equal to 770.45, to fund thepurchase of the Additional Receivables from the Seller, on any Subsequent Purchase Date.

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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 andamendment) in which they will be set out in the Compartment Regulations. These terms andconditions include summaries of, and are subject to, the detailed provisions of, the FCT Regulationsand the other Transaction Documents.

The 723,600,000 Class A Notes due 27 July 2026 (the Class A Notes ), the 356,400,000Class B Notes due 27 July 2026 (the Class B Notes and, together with the Class A Notes, theNotes ) of the Compartment shall be issued pursuant to the General Regulations dated 23

November 2010 and the Compartment Regulations to be dated on or before the Closing Date or suchlater date as may be agreed between the Management Company and the Custodian (collectively, theFCT 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 AgencyAgreement ) between the Management Company, the Custodian and CACEIS Corporate Trust aspaying agent (the Paying Agent ), among other things, the Management Company will appoint, withthe prior approval of the Custodian, the Paying Agent to make payments of principal, interest and otheramounts (if any) in respect of the Notes on its behalf.

These Conditions are subject to, the detailed provisions of, the Compartment Regulations, thePaying Agency Agreement and the other Transaction Documents.

The Noteholders and all persons claiming through them or under the Notes are entitled to thebenefit of, and are bound by, the FCT Regulations, copies of which are available for inspection at thespecified office of the Paying Agent.

1. Form, Denomination and Title

(a) 723,600,000 Class A Notes due 27 July 2026 and the 356,400,000 Class B Notes due 27July 2026 will be issued by the FCT in denominations of 100,000 each. The Notes will at alltimes be represented in book entry form (dématérialisée), in compliance with article L. 211-4 ofthe French Monetary and Financial Code. No physical documents of title will be issued inrespect of the Notes.

(b) The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France(acting as central depositary) which shall credit the accounts of Account Holders affiliated withEuroclear France and (ii) be admitted in the Clearing Systems. In this paragraph, AccountHolder shall mean any investment services provider, including Clearstream Banking, sociétéanonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear BankS.A./N.V. ). The Class B Notes will not be cleared.

(c) Title to the Class A Notes passes upon the credit of those Class A Notes to an account of anintermediary affiliated with the Clearing Systems. The transfer of Class A Notes in registeredform shall become effective in respect of the FCT and third parties by way of transfer from thetransferor s account to the transferee s account following the delivery of a transfer order (ordrede mouvement) signed by the transferor or its agent. Any fee in connection with such transfershall be borne by the transferee unless agreed otherwise by the transferor and the transferee.Title to the Class B Notes shall at all times be evidenced by entries in the register of theCustodian, and a transfer of such Notes may only be effected through registration of thetransfer in such register.

.

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2. Status and Relationship between the Class A Notes and the Class B Notes

(a) Status

The Notes constitute direct, secured and unconditional obligations of the FCT in respect of theCompartment and all payments of principal and interest on the Notes shall be made to theextent of the Available Distribution Amount, in accordance with and subject to the relevantPriority of Payments.

(b) Relationship between the Class A Notes, the Class B Notes and the Residual Units

During the Revolving Period, the Amortisation Period or the Accelerated Amortisation Period,payments of interest in respect of the Class B Notes are subordinated to payments of interestin respect of the Class A Notes and payments of interest in respect of the Residual Units aresubordinated to payments of interest in respect of the Notes of all classes.

During the Amortisation Period, payments of interest and principal will be made monthly inarrears on each Payment Date until the earlier of (i) the date on which the Principal AmountOutstanding of the Notes is reduced to zero and (ii) the Final Legal Maturity Date, providedthat (a) payments of principal due under the Class B Notes will start to be made only afterpayments of principal due under the Class A Notes have been made in full, in accordancewith and subject to the applicable Priority of Payments and (b) payments of interest in respectof the Class B Notes are subordinated to payments of interest in respect of the Class A Notesand payments of interest in respect of the Residual Units are subordinated to payments ofinterest in respect of the Notes of all classes.

During the Accelerated Amortisation Period, payments of interest and principal will be mademonthly in arrears on each Payment Date until the earlier of (i) the date on which the PrincipalAmount Outstanding of the Notes is reduced to zero and (ii) the Final Legal Maturity Date,provided that payments of principal and interest due under the Class B Notes will start to bemade only after the payments of principal and interest due under Class A Notes have beenmade in full, in accordance with and subject to the applicable Priority of Payments. On eachPayment Date during the Accelerated Amortisation Period, payments of principal and interestdue on the Class A Notes will rank prior to payments of principal and interest due in respectof the Class B Notes.

(c) Priority of Payments during the Revolving Period and the Amortisation Period

During the Revolving Period and the Amortisation Period, the Management Company will, oneach Payment Date, apply the Available Distribution Amount in accordance with the followingPriorities of Payments, as determined by the Management Company pursuant to the terms ofthe 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 Amountstanding to the credit of the Interest Account will be applied on each Payment Date by theManagement Company towards the following priority of payments but only to the extent that allpayments 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 the Compartment Expenses (save for the remunerationpayable to the Paying Agent) and, in priority to such payment (if any), payment of anyCompartment Expenses Arrears calculated by the Management Company on previousPayment Dates and remaining due and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of any Net Senior Swap Amounts and of anySwap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if

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any)) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreementsand, as the case may be, in priority to such payment, payment on a pro rata and pari passubasis of Net Senior Swap Amount Arrears and Senior Swap Termination Amount Arrearscalculated by the Management Company on previous Payment Dates and remaining due andunpaid on such Payment Date;

(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payablein respect of the Interest Period ending on such Payment Date together with the remunerationof the Paying Agent and, in priority to such payment, payment on a pro rata and pari passubasis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of thePaying Agent, calculated by the Management Company on previous Payment Dates andremaining due and unpaid on such Payment Date;

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

(e) transfer to the credit of the Principal Account of an amount equal to the Principal DeficiencyAmount as calculated by the Management Company in respect of such Payment Date;

(f) payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevantInterest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and, asthe case may be, in priority to such payment, payment of any Senior Swap SubordinatedTermination Amounts Arrears (if any) calculated by the Management Company on theprevious Payment Dates and remaining due and unpaid on such Payment Date;

(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any JuniorSwap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreementand, as the case may be, in priority to such Net Junior Swap Amounts, payment of any NetJunior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by theManagement Company on the previous Payment Dates and remaining due and unpaid onsuch Payment Date;

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

(i) if on such Payment Date the General Reserve Required Amount is lower than the GeneralReserve Required Amount on the previous Payment Date, the Management Company shallinstruct the Custodian and the Compartment Account Bank to return to the Seller asreimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) theGeneral Reserve Required Amount applicable on the previous Payment Date over (y) thecurrent General Reserve Required Amount;

(j) (x) in respect of the first Payment Date only, payment to the Seller of the Interest ComponentPurchase Price of the Purchased Receivables purchased on the First Purchase Date and (y)in respect of the subsequent Payment Dates, payment to the Seller of the Interest ComponentPurchase Price of the Purchased Receivables purchased on the penultimate Purchase Dateprior to such Payment Date and, in priority thereto, payment to the Seller of the InterestComponent Purchase Price or portion of Interest Component Purchase Price of anyPurchased Receivables purchased on any previous Purchase Dates remaining due andunpaid on such Payment Date; and

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

By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, all amounts standing to the credit of the GeneralCollection Account only will only be applied in the payment of items (a), (b) and (c) of the above

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Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due andpayable on that Payment Date will be paid on the immediately following Payment Date, in accordancewith 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 Amountstanding to the credit of the Principal Account (together with the amounts credited by debiting of theInterest Account, with respect to any Principal Deficiency Amount) will be applied on each PaymentDate by the Management Company towards the following priority of payments but only to the extentthat all payments or provisions of a higher priority due to be paid or provided for have been made infull:

(a) during the Amortisation Period (only), payment in the order of priority there stated of theamounts referred to in paragraphs (a), (b) and (c) (inclusive) of the Interest Priority ofPayments, but only to the extent not paid in full thereunder after application of AvailableInterest Amount in accordance with the Interest Priority of Payments;

(b) during the Revolving Period (only), payment of the Principal Component Purchase Price ofeach Series of Receivables purchased on the Subsequent Purchase Date falling immediatelyprior to such Payment Date to the Seller, to the extent where that Principal ComponentPurchase Price has not been set-off with Non-Conformity Rescission Amounts (if any);

(c) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, paymenton a pro rata basis of the Class A Principal Payments due to the Class A Noteholders;

(d) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, paymenton a pro rata basis of the Class B Principal Payments due to the Class B Noteholders;

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

By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, on a Reduced Payment Date, no payment shall be made under the abovePrincipal Priority of Payments and items otherwise due and payable on that Payment Date shall bepaid on the immediately following Payment Date, in accordance with and subject to the then applicablePriority of Payments.

(iii) Accelerated Priority of Payments

On any Payment Date following the occurrence of an Accelerated Amortisation Event and onthe Compartment Liquidation Date, all amounts standing to the credit of the General CollectionAccount, together with all monies standing to the credit of the Principal Account and the InterestAccount (if any), 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 onprevious Payment Dates and remaining due and unpaid on such Payment Date;

(b) payment on a pro rata and pari passu basis of the Net Senior Swap Amounts and of anySenior Swap Termination Amount (other than the Senior Swap Subordinated TerminationAmounts (if any)) due to the Interest Rate Swap Counterparties under the Interest Rate SwapAgreements and, as the case may be, in priority to such payment, payment on a pro rata andpari passu basis of Net Senior Swap Amount Arrears and Senior Swap Termination AmountArrears calculated by the Management Company on previous Payment Dates and remainingdue and unpaid on such Payment Date;

(c) payment on a pro rata and pari passu basis of the Class A Interest Amounts due in respect ofthe Interest Period ending on such Payment Date together with the remuneration of the PayingAgent and, in priority to such payment, payment on a pro rata and pari passu basis of any

PAR3322943 156

Class A Notes Interest Shortfall, together with any arrears of remuneration of the PayingAgent, calculated by the Management Company on previous Payment Dates and remainingdue and unpaid on such Payment Date;

(d) transfer to the credit of the General Reserve Account of an amount equal to the GeneralReserve Required Amount, by debiting such General Reserve Required Amount from theGeneral Collection Account;

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

(f) payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevantInterest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement , as thecase may be, in priority to such payment, payment of the Senior Swap TerminationSubordinated Payments Arrears (if any) calculated by the Management Company on theprevious Payment Dates and remaining due and unpaid on such Payment Date;

(g) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any JuniorSwap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreementand, as the case may be, in priority to such Net Junior Swap Amounts, payment on a pro rataand pari passu basis of any Net Junior Swap Amount Arrears and Junior Swap TerminationAmount Arrears calculated by the Management Company on the previous Payment Dates andremaining due and unpaid on such Payment Date

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

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

(j) subject to the full redemption of the Notes of each class, repayment to the Seller of an amountequal to the General Reserve Cash Deposit not otherwise used or reimbursed on a precedingPayment Date;

(k) payment of any Interest Component Purchase Price remaining unpaid to the Seller;

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

(iv) Deficiency Amount

Under the Compartment Regulations, the Management Company in respect of each PaymentDate shall calculate the Principal Deficiency Amount.

An amount equal to the Principal Deficiency Amount (if any) shall be transferred from theInterest Account to the Principal Account on each Payment Date during the Revolving Period and theAmortisation 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 swapcounterparty, any replacement swap premium (soulte) paid by such replacement swap counterparty tothe FCT shall be used by the Management Company for the purpose of paying any terminationamounts payable by the FCT to that Interest Rate Swap Counterparty under the relevant Interest RateSwap Agreements, outside any Priority of Payments, and, once any such termination amounts havebeen discharged in full, the excess if any, of that replacement swap premium (soulte) over thosetermination amounts shall be included in the Available Interest Amount and applied in accordance withthe applicable Priority of Payments.

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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 tozero 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 willbe payable monthly in arrears with respect to each Interest Period corresponding to the 25th

day of each month in each year, each of which is a Payment Date. If any Payment Date fallson a day which is not a Business Day, such Payment Date shall be postponed to the next daywhich is a Business Day unless such Business Day falls in the next calendar month, in whichcase the Payment Date shall be brought forward to the immediately preceding Business Day.The first Payment Date shall be the 25th day of September 2012.

By way of exception to the above and notwithstanding any provision to the contrary in anyTransaction Document, if the Payment Date is a Reduced Payment Date, interest due andotherwise payable under the Class B Notes on that Payment Date shall not be paid on thatdate but on the immediately following Payment Date, in accordance with and subject to thethen applicable Priority of Payments.

(ii) Interest during the Accelerated Amortisation Period

Following the occurrence of an Accelerated Amortisation Event, interest in respect of theNotes will be payable, according to the provisions of paragraph (d) below, monthly in arrear oneach Payment Date, being the 25th day in each month of each year until the later of the dateon which the Principal Amount Outstanding of such Note is reduced to zero and the FinalLegal Maturity Date. If any Payment Date falls on a day which is not a Business Day, suchPayment Date shall be postponed to the next day which is a Business Day unless suchBusiness Day falls in the next calendar month in which case the Payment Date shall bebrought 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 theRevolving 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 shallbegin on (and include) the Closing Date and shall end on (but exclude) the first PaymentDate 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 reducedto zero; or

(ii) if later, on the Final Legal Maturity Date.

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(c) Rate of Interest on the Notes

The Rate of Interest applicable to the Notes will be determined by the Management Companyon each Interest Rate Determination Date in respect of the relevant Interest Period on the basis of thefollowing paragraphs.

The Rate of Interest applicable to the Notes in respect of each Interest Period will be theaggregate of the applicable EURIBOR Reference Rate and the Relevant Margin.

(i) The EURIBOR Reference Rate means 1 month EURIBOR (or, in the case of the first InterestPeriod, the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3-month EURIBOR) in respect of each Interest Period during the Revolving Period, theAmortisation Period and the Accelerated Amortisation Period.

(ii) The Relevant Margin is:

Class of Notes Relevant Margin

Class A NotesClass B Notes

1.20 per cent. per annum1.50 per cent. per annum

(iii) There will be no maximum or minimum Rate of Interest.

(d) Determination of rate of Interest and calculation of the interest amount

(i) Determination of Rate of Interest

On each Interest Rate Determination Date the Management Company will determine the Rateof Interest applicable to, and calculate the amount of interest payable in respect of, each Noteon the relevant Payment Date.

(ii) Determination of the Interest Amount

The Interest Amount payable on each Payment Date, in respect of each Note, is calculated bymultiplying the applicable Rate of Interest by the Principal Amount Outstanding of such Note(as calculated by the Management Company) at the commencement of the correspondingInterest Period and multiplying the resulting figure by the actual number of days elapsed insuch Interest Period and dividing it by 360. The Management Company will promptly notifythe applicable Rate of Interest and the Interest Amount due in respect of each class of Notesfor 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 InitialPrincipal Amount of that Note less the aggregate amount of all Principal Payments paid inrespect of that Note prior to such date and on such Payment Date. The Principal Paymentsrelating to each class of Notes will be calculated by the Management Company in accordancewith the applicable amortisation formula during the Amortisation Period and the AcceleratedAmortisation Period, as set out in paragraph 4 below.

(iv) Notification to be final

All notifications, determinations, calculations and decisions given, expressed or made by theManagement Company (in the absence of wilful misconduct, bad faith or manifest error) arebinding as against the Paying Agent and the Noteholders.

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(e) Interest Rate Swap Agreements

The FCT has executed on the Closing Date with each Interest Rate Swap Counterparty anInterest Rate Swap Agreement governed by a FBF Master Agreement, pursuant to which (a) each ofthe Interest Rate Swap Counterparties will pay to the FCT, on each relevant Payment Date, the NetSenior Swap Amount (as calculated on the basis of the Floating Senior Amount and the Fixed SeniorAmount) severally but not jointly (sans solidarité) or (b) the FCT will pay on a pro rata and pari passubasis on each relevant Payment Date, the Net Senior Swap Amount to each Interest Rate SwapCounterparty in accordance with the relevant Priority of Payments (see Section CREDITSTRUCTURE Description of the Interest Rate Swap Agreements in the Prospectus).

4. Redemption

(a) Revolving Period

During the Revolving Period the Noteholders will only receive payments of interest on theirNotes 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 LiquidationEvent having occurred, if, on four (4) successive Purchase Dates, the aggregate of the OutstandingPrincipal Discounted Balance of the Performing Auto Lease Contracts, as calculated on theDetermination Date immediately preceding each such Purchase Dates (including the aggregate of theOutstanding Principal Discounted Balance of the Auto Lease Contracts the related Series ofReceivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than orequal to ninety (90) per cent. (but strictly greater than eighty (80) per cent.) of the aggregate of theInitial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes,then, on the immediately following Payment Date, the Class A Notes and the Class B Notes will besubject 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 exceptionto the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and theClass B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partialamortisation of the Class A Notes and the Class B Notes, on a pari passu and pro rata basis thePrincipal Amount Outstanding of the Class A Notes and of the Class B Notes.

For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the InitialPrincipal Amount of the Class A Notes and of the Class B Notes shall continue to be used as a basisfor 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), theNotes shall be subject to redemption on each Payment Date falling after the end of the RevolvingPeriod (subject to the occurrence of any Accelerated Amortisation Event) sequentially as follows:

(i) first, in redeeming on a pari passu basis the Class A Notes until no Class A Noteremains outstanding; and

(ii) second, in redeeming the Class B Notes until no Class B Note remains outstanding.

Such redemption will be subject to, and in accordance with the applicable Priority ofPayments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstandingof the Notes of that Class are reduced to zero and (ii) the Final Legal Maturity Date.

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(d) Accelerated Amortisation Period

Following the occurrence of an Accelerated Amortisation Event, the Notes shall be subject tomandatory redemption on each Payment Date on or after the date on which the AcceleratedAmortisation Event has occurred sequentially as follows:

(i) first, in redeeming on a pari passu basis the Class A Notes until no Class A Noteremains outstanding; and

(ii) second, in redeeming the Class B Notes until no Class B Note remains outstanding.

Such redemption will be subject to, and in accordance with the applicable Priority ofPayments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstandingof 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 Companywill determine:

(A) the Available Amortisation Amount in respect of such Payment Date;

(B) the Principal Payments due and payable in respect of each class of Notes on suchPayment Date; and

(C) the Principal Amount Outstanding of each class of Notes on such Payment Date.

The Available Amortisation Amount in respect of each class of Notes as at each PaymentDate, shall be equal to the greater of (a) zero and (b) an amount equal to (i) minus (ii) where (i)is the aggregate of the Principal Amount Outstanding of the Class A Notes and the PrincipalAmount Outstanding of the Class B Notes as calculated on the immediately precedingPayment Date (or as the case may be, on the Closing Date if such Payment Date falls inSeptember 2012) and (ii) is the Outstanding Principal Discounted Balance of all PerformingAuto Lease Contracts as calculated on the immediately preceding Determination Date. ThePrincipal Payments payable on each Payment Date to the Noteholders of each class of Noteswill be calculated by the Management Company in accordance with the following amortisationformula:

(A) for as long as any Class A Note remains outstanding, 100 per cent. of the AvailableAmortisation Amount will be applied to the Class A Principal Payment up to thePrincipal Amount Outstanding of the Class A Notes as at the previous Payment Date(the Class A Principal Payment ); and

(B) for so long as any Class B Note remains outstanding, 100 per cent. of the AvailableAmortisation Amount (after deduction of all Class A Principal Payments payable toClass A Noteholders on such Payment Date) will be applied to the Class B PrincipalPayment up to the Principal Amount of the Class B Notes as at the previous PaymentDate (the Class B Principal Payment ).

The Principal Payment payable on each Payment Date to the Noteholders of each class ofNotes 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 PrincipalPayment shall exceed the Principal Amount Outstanding of the relevant Note, as calculated bythe Management Company as at the previous Payment Date.

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By way of exception to the above, on a Reduced Payment Date, the Notes shall not beredeemable 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 onwhich an Accelerated Amortisation Event occurs and until the earlier of (i) the date on whichthe 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 Distribution Amount oneach Payment Date until redeemed in full, and subject to the Accelerated Priority ofPayments; and

(B) once the Principal Amount Outstanding of the Class A Notes, the Class A InterestAmount, and any Class A Notes Interest Shortfall have been paid in full to the Class ANoteholders, the Class B Notes shall be repaid to the extent of the AvailableDistribution Amount on each Payment Date on and following such time until redeemedin full, and subject to the Accelerated Priority of Payments.

(iii) No purchase of Notes by the FCT

In accordance with article L. 214-43 of the French Monetary and Financial Code, noNoteholder 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 27 July 2026 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 Class A Notes

Any amount of interest or principal due in respect of any Class A Note will be paid inEuro by the Paying Agent on each applicable Payment Date up to the amounttransferred by the Management Company (or the Compartment Account Bank actingupon the instructions of the Custodian and the Management Company) to the PayingAgent:

(a) during the Revolving Period and the Amortisation Period:

(i) in respect of payments of interest, by debiting the Interest Accountand, 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 interestand principal, by debiting the General Collection Account,

Such payments in respect of the Class A Notes will be paid to the Noteholdersidentified as such and as recorded with the relevant Clearing System. Any payment ofprincipal and interest will be made in accordance with the rules of the relevantClearing System.

(ii) Method of payment of the Class B Notes

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Any amount of interest or principal due in respect of any Class B Notes Note will bepaid 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 interestand principal, by debiting the General Collection Account,

to the extent of the Available Distribution Amount and subject to the applicablePriorities of Payments.

The payments in respect of the Class B Notes will be made by the ManagementCompany to the Custodian as holder of the register of the Class B Notes and theCustodian will in its turn pay each holder of such Class B Notes as identified in theregister of the Custodian.

(iii) Tax

All payments of principal and/or interest in respect of the Notes will be subject toapplicable tax laws in any relevant jurisdiction.

Payments of principal and interest in respect of the Notes will be made net of anywithholding tax or deductions for or on account of any tax applicable to the Notes inany relevant state or jurisdiction, and neither the FCT nor the Paying Agent are underany obligation to pay any additional amounts as a consequence of any suchwithholding or deduction.

(b) Initial Paying Agent

(i) The initial Paying Agent is:

CACEIS Corporate Trust1 Place Valhubert75013 ParisFrance

(ii) Under the Paying Agency Agreement:

(a) the Management Company may on giving a 30-day prior written noticeterminate the appointment of the Paying Agent and appoint, with the priorapproval of the Custodian, a new paying agent; and

(b) the Paying Agent may resign on giving a 30-day prior written notice to theManagement Company and the Custodian,

provided that the conditions precedent set out therein are satisfied (and in particularbut without limitation that a new paying agent has been appointed. Notice of anyamendments to the Paying Agency Agreement shall promptly be given to theNoteholders in accordance with Condition 8.

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(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 aBusiness Day, then the holders of such Notes shall not be entitled to payment of the amountdue until the next following Business Day unless that day falls in the next calendar month, inwhich case the due date for such payment shall be the first preceding day that is a BusinessDay.

6. Prescription

After the Final Legal Maturity Date, any part of the nominal value of the Notes of any class orof the interest due thereon which remains unpaid will be automatically cancelled, so that noNoteholder, after such date, shall have any right to assert a claim in this respect against theFCT and the Compartment, regardless of the amounts which may remain unpaid after theFinal Legal Maturity Date.

7. Representation of the Noteholders

(a) The Masse

The Noteholders of each class will be automatically grouped for the defence of their respectivecommon 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 willbe the case for the Class B Notes on the Closing Date), the rights, powers and authority of therelevant 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 decreeno. 67-236 of 23 March 1967, as amended and codified in the French CommercialCode, to the extent such provisions are applicable, given that the FCT, being a fondscommun de titrisation, has no legal personality, and is subject to the provisions of theGeneral Regulations and the Compartment Regulations;

(ii) articles L. 214-43 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 ofNotes (each a Noteholders Meeting ) and resolutions passed at any Noteholders Meetingand any other decision to be published pursuant to French laws and regulations will bepublished 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 ofarticle L. 228-46 and article L. 228-47 of the French Commercial Code represented by onerepresentative (each a Noteholder Representative ). The relevant Masse alone, to theexclusion 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 ofNotes.

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(c) Noteholder Representative

(i) Appointment

Any person of French nationality or any citizen of any EU Member State resident in Francemay be appointed as a Noteholder Representative, provided that the following persons maynot 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 ManagementCompany and/or the Custodian or in respect of which the Management Companyand/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;

(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 theirascendants, descendants and spouses; and

(F) the persons to whom the practice of banker is forbidden or who have been deprived ofthe rights of directing, administering or managing a business in whatever capacity.

The initial Noteholder Representative in respect of the Class A Notes will be:

Name: CACEIS CORPORATE TRUST (registered with the with the Trade and CompaniesRegistry of Paris under number 439 430 976)Adress: 14, rue Rouget de Lisle 92130 ISSY LES MOULINEAUXRepresented by Jean-Michel DESMAREST in his quality as Chief executive

Deputy:Name: CACEIS BANK FRANCE (registered with the with the Trade and Companies Registryof Paris under number 692 024 722)Adress: 1-3, place Valhubert 75013 PARISRepresented by Philippe DUPUIS in his quality as Chief executive of CACEIS BANK FRANCE

In the event of death, resignation, retirement or revocation of a Noteholder Representative, asubstitute Noteholder Representative will be appointed by a Noteholders Meeting in respect ofthe relevant class of Notes.

Any interested party shall have the right to obtain the name and address of a NoteholderRepresentative 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 therelevant Noteholders Meeting, have the power to make all decisions of management in orderto defend the common interests of the Noteholders of the relevant class of Notes. All legalproceedings against the Noteholders of a class of Notes or initiated by them must be broughtagainst the relevant Noteholder Representative or by it. Any legal proceedings that are notbrought in accordance with this provision shall not be legally valid. Neither the Noteholders ofa class of Notes nor a Noteholders Representative shall be entitled to interfere in themanagement of the affairs of the FCT.

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(iii) Annual fee

The Compartment will pay an annual fee to each Noteholder Representative in an amountequal to 400 (VAT excluded) or to be agreed on the appointment of the relevant NoteholderRepresentative. Such annual fee shall be apportioned in equal amounts and paid accordinglyon each Payment Date.

(d) Noteholders' Meetings

(i) Convocation of a Noteholders Meetings

Noteholders Meetings shall be held in France and at any time, upon convocation by therelevant 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 theoutstanding Notes of that class may address to the relevant Noteholder Representative with acopy to the Management Company, a demand for convocation of a Noteholders Meeting inrespect 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 commissionone of them to petition the competent court in Paris to appoint an agent (mandataire) who willcall the Noteholders Meeting.

Notice of the date, hour, place, agenda and quorum requirements of any Noteholders Meetingwill be notified as provided in Condition 8 (Notices) not less than fifteen (15) calendar daysprior to the date of the relevant Noteholders Meeting for the first convocation and not less thanten (10) calendar days in the case of a second convocation prior to the date of the reconvenedNoteholders Meeting.

Each Noteholder of a particular class of Notes shall have the right to participate in anyNoteholders Meeting in respect of that class of Notes in person or by proxy. Each Note of aclass carries the right to one vote in respect of that class of Notes.

Any Noteholder Meeting not convened in accordance with the foregoing provisions shallnonetheless be validly convened if all the Noteholders of the relevant class of Notes arepresent or represented at the Noteholders' Meeting.

(ii) Powers of Noteholders Meetings

Noteholders Meetings are entitled to deliberate on the dismissal and replacement of therelevant Noteholder Representative, all measures intended to ensure the defence of theNoteholders of a class of Notes, any other common matter relating to a class of Notes and theConditions relating thereto and on any proposal aimed at amending the Conditions in respectof that class of Note, it being specified that Noteholders Meetings may not increase theobligations of the Noteholders of the relevant class of Note, establish unequal treatmentbetween those Noteholders nor alter the obligations of the Noteholder of the other class ofNotes.

(iii) Quorum and majority rules

Noteholders Meetings may deliberate validly on first convocation only if the Noteholders of therelevant class of Notes present or represented hold at least one fifth of the principal amountoutstanding 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 theNoteholders of the relevant class of Notes attending, or represented at, such NoteholdersMeeting.

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(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 classof Notes shall have the right, during the fifteen (15) calendar day period preceding the holdingof a Noteholders Meeting in respect of the relevant class of Notes, to consult or make a copyof the text of the resolutions which will be proposed and of the reports which will be presentedat such Noteholders Meeting which will be available for inspection at the head office of theManagement Company and at the specified office of the Paying Agent and at any other placeas specified in the notice for that Noteholders Meeting.

(v) Expenses

The Compartment will pay all reasonable expenses relating to any notice and publicationmade in accordance with Condition 8 (Notices) of the Notes or incurred in the operation ofeach Masse, including reasonable expenses relating to the calling and holding of NoteholdersMeetings in respect of each class of Notes, and all reasonable administrative expensesresolved upon by a Noteholders Meeting.

8. Notice to Noteholders

Notices may be given to Noteholders in any manner deemed acceptable by the ManagementCompany provided that for so long as the Class A Notes are listed on Euronext Paris suchnotice shall be in accordance with the rules of Euronext Paris. Notices regarding the Class ANotes will be deemed duly given if published in a leading daily newspaper of generalcirculation in Paris (which is expected to be La Tribune or Les Echos) and any othernewspaper of general circulation appropriate for such publications and approved by theManagement Company and the Custodian.

Notices regarding the Class B Notes may be published by the Management Company on itswebsite or through any appropriate medium.

All such notices shall be notified to the Rating Agencies and the Autorité des MarchésFinanciers.

Noteholders will be deemed to have received such notices three (3) Business Days after thedate of their publication.

In the event that the Management Company declares the dissolution of the Compartment afterthe occurrence of a Compartment Liquidation Event, the Management Company will notifysuch decision to the Noteholders within ten (10) Business Days. Such notice will be deemedto have been duly given if published in the leading daily newspapers of France mentionedabove. The Management Company may also notify such decision on its website or throughany appropriate medium.

9. Limited Recourse and Assets Allocated to the Compartment

If on any applicable Payment Date with respect to any amount of principal or interest in respectof the Notes, the amounts available to make payments of principal and interest in respect ofany 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 priorityto the Notes of such class and any payment due under the Interest Rate Swap Agreementswhich ranks ahead of payments in respect of the Notes of such class in accordance with therelevant Priority of Payments, are insufficient to pay in full any amount of principal and/orinterest which is then due and payable in respect of the Notes of such class, any arrears

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resulting therefrom shall be payable on the following Payment Date subject to the applicablePriority of Payments and to the extent of the Available Distribution Amount received from theAssets Allocated to the Compartment.

10. Further Issues

Under the Compartment Regulations, the FCT will not issue any further Notes after the ClosingDate in respect of the Compartment. Under the General Regulations, the FCT may issue anyfurther 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 inaccordance with French law.

(b) Submission to Jurisdiction

All claims and disputes in connection with the Notes and the Compartment Regulations shallbe subject to the exclusive jurisdiction of the French courts having competence in commercialmatters.

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FRENCH TAXATION REGIME

The following is a summary limited to certain tax considerations in France relating to the ClassA Notes that may be issued by the FCT and specifically contains information on taxes on the incomefrom the securities withheld at source. This summary is based on the laws in force as of the date ofthis Prospectus and are subject to any changes in law. It does not purport to be a comprehensivedescription of all the tax considerations which may be relevant to a decision to purchase, own ordispose of the Class A Notes. Each prospective holder or beneficial owner of Notes should consult itstax adviser as to the tax consequences of any investment in or ownership and disposition of the ClassA Notes.

French tax treatment

Following the enactment of the French Amended Finance Act for 2009 (loi de financesrectificative pour 2009) # 2009-1674 dated 30 December 2009 (the Law ), payments of interest andother income made by the FCT with respect to the Class A Notes will not be subject to the withholdingtax set out under article 125 A III of the French Tax Code, unless such payments are made outside ofFrance in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning ofarticle 238-0 A of the Tax Code (a Non-Cooperative State ). If such payments under the Class ANotes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (whererelevant) to certain exceptions summarised below and the more favourable provisions of anyapplicable double tax treaty) pursuant to article 125 A III of the French Tax Code.

Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply ifthe FCT can prove that the principal purpose and effect of a particular issue of Class A Notes was notthat of allowing the payment of interest or other income to be made in a Non-Cooperative State (theException ). Pursuant to a ruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax

authorities dated 22 February 2010, an issue of Class A Notes will benefit from the Exception withoutthe FCT having to provide any proof of the purpose and effects of such issue of Class A Notes is suchClass A Notes are:

(i) offered by means of a public offer within the meaning of article L.411-1 of the French Monetaryand 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 theregistration or submission of an offer document by or with a foreign securities marketauthority); or

(ii) admitted to trading on a French or foreign regulated market or a multilateral securities tradingsystem 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 servicesprovider or a similar foreign entity, and (c) such market operator, investment services provideror 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 securitiesclearing and delivery and payments systems operator within the meaning of article L.561-2 ofthe French Monetary and Financial Code, or of one or more similar foreign depositaries oroperators 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 ANotes, and, subject to their effective listing, the Exception will apply in respect of such Class A Notes.

Consequently, under current law, all payments of principal or interest by the FCT in respect ofthe Class A Notes will be made free from any withholding or deduction for or on account of any taximposed in France.

However, these principles are not exhaustive and may be modified by any legislative orregulatory amendment or any change in their implementation introduced by tax authorities after thedate of this Prospectus. It is the responsibility of each potential subscriber or purchaser of offered

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Class A Notes to enquire, through its usual advisor, into the tax consequences of such a subscriptionor purchase, holding, or transmission of offered Class A Notes under French law and any otherapplicable laws.

Payments of principal and interest in respect of the Class A Notes shall be made net of anywithholding tax (if any) applicable to the Class A Notes in the relevant State or jurisdiction and neitherthe FCT nor the Paying Agent shall be under any obligation to gross up such amounts or to pay anyadditional amounts as a consequence (see Condition 5(a) of the Notes).

EU Directive on the Taxation of Savings Income

The Savings Directive requires Member States to provide to the tax authorities of otherMember States details of payments of interest and other similar income paid by a person to anindividual in another Member State, except that Austria and Luxembourg will instead impose awithholding system for a transitional period unless during such period they elect otherwise.

In relation to French taxation, the Savings Directive has been implemented in French lawunder article 242 ter of the French Tax Code and articles 49 I ter to 49 I sexies of the schedule III tothe French Tax Code.

These provisions impose on Paying Agent based in France an obligation to report to theFrench tax authorities certain information with respect to interest payments made to beneficial ownersdomiciled in another Member State (or certain territories), including, among other things, the identityand address of the beneficial owner and a detailed list of the different categories of interest (within themeaning 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 accordancewith the provisions of the Compartment Account Bank Agreement, will open the following bankaccounts 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 byCrédipar since the Initial Selection Date;

(iii) credited with, by no later than five (5) Business Days after their credit to the SpeciallyDedicated Bank Account, any amount of Available Collections standing to the credit ofthe Specially Dedicated Bank Account;

(iv) credited with, on each Settlement Date, any amount required to be transferred on suchdate from the Commingling Reserve Account;

(v) credited with, on each Settlement Date, any amount required to be transferred on suchdate from the Performance Reserve Account;

(vi) debited by, on each Settlement Date during the Revolving Period and/or theAmortisation Period (other than a Reduced Payment Date), any amount to betransferred to the Principal Account and / or to the Interest Account;

(vii) credited with, on each Settlement Date during the Accelerated Amortisation Period,any amount standing to the credit of the General Reserve Account;

(viii) debited by, on a Reduced Payment Date, any amount payable under items (a), (b) or(c) of the Interest Priority of Payments;

(ix) credited, on the Compartment Liquidation Date, with the proceeds resulting from thesale of the then outstanding Purchased Receivables, as the case may be; and

(x) debited by, on each Payment Date during the Accelerated Amortisation Period, anyamounts payable out of the moneys standing to the credit of the General CollectionAccount, 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 ofthe Notes and the Residual Units remaining after giving effect to any set-offmechanism agreed between the FCT, the Initial Subscriber, the Class B NotesSubscriber, the Residual Units subscriber and the Seller on that date;

(ii) credited with, on each Settlement Date during the Revolving Period and theAmortisation Period (other than a Reduced Payment Date), the Available PrincipalCollections received during the immediately preceding Collection Period, provided thatany Available Collection in relation to which the Management Company has notreceived confirmation from the Servicer (whether in the Monthly Servicer Report orotherwise) as to whether they constitute or not Available Principal Collections shall bekept to the credit of the General Collection Account on the relevant Payment Datenotwithstanding any provision to the contrary in the Transaction Documents;

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(iii) credited with, on each Payment Date of the Amortisation Period (other than a ReducedPayment Date), an amount equal to not more than the Principal Deficiency Amount, ascalculated by the Management Company, in accordance with the Interest Priority ofPayments;

(iv) credited with, on each Settlement Date during the Revolving Period and/or theAmortisation Period, any amount to be transferred from the General CollectionAccount pursuant to provision (vi) of paragraph (A) above;

(v) debited by, on each Payment Date during the Revolving Period, the PrincipalComponent Purchase Price of any Additional Receivables purchased on theimmediately preceding Purchase Date;

(vi) debited by, on each Payment Date during the Amortisation Period (other than aReduced Payment Date), any amounts payable out of the moneys standing to thecredit 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 ofthe Accelerated Amortisation Period, by the transfer of all monies standing to its creditto the General Collection Account;

(C) the Interest Account which shall be:

(i) credited with, on each Settlement Date during the Revolving Period and theAmortisation Period (other than a Reduced Payment Date), the Available InterestCollections (after crediting the Principal Account according to the provision (iv) ofparagraph (B) above), provided that any Available Collection in relation to which theManagement Company has not received confirmation from the Servicer (whether inthe Monthly Servicer Report or otherwise) as to whether they constitute or notAvailable Interest Collections shall be kept to the credit of the General CollectionAccount on the relevant Payment Date notwithstanding any provision to the contrary inthe Transaction Documents;

(ii) credited with, on each Settlement Date during the Revolving Period and theAmortisation Period, any other amounts which together with (i) form the AvailableInterest Amount;

(iii) credited with, on each Settlement Date during the Revolving Period and theAmortisation Period, any amount standing to the credit of the General ReserveAccount;

(iv) debited by, on each Payment Date (other than a Reduced Payment Date), anyamounts payable out of the moneys standing to the credit of the Interest Account,pursuant to the Interest Priority of Payments;

(v) debited in full, on the Settlement Date immediately preceding the first Payment Date ofthe Accelerated Amortisation Period, by the transfer of all monies standing to its creditto 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 ReserveCash Deposit;

(ii) debited in full on any Settlement Date, in order to credit the amount of the GeneralReserve to, during the Revolving Period and the Amortisation Period, the InterestAccount and, during the Accelerated Amortisation Period, the General CollectionAccount;

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(iii) credited with, on any Payment Date during the Revolving Period and the AmortisationPeriod (other than a Reduced Payment Date), an amount equal to the GeneralReserve Required Amount, by debiting the Interest Account in accordance with item(d) of the Interest Priority of Payments; and

(iv) credited with, on any Payment Date during the Accelerated Amortisation Period (otherthan a Reduced Payment Date), an amount equal to the General Reserve RequiredAmount, by debiting the General Collection Account in accordance with item (d) of theAccelerated Priority of Payments;

(E) the Performance Reserve Account which shall be:

(i) credited by the Seller with, on the Closing Date, the Performance Reserve CashDeposit Initial Amount applicable on the Closing Date;

(ii) credited by the Seller with, on any Settlement Date, applicable the PerformanceReserve Cash Deposit Additional Amount;

(iii) debited outside any Priority of Payment, if the Residual Value Purchase Option hasbeen exercised under an Auto Lease Contract at maturity and the relevant proceedshave been paid to the FCT during the Collection Period preceding the relevantPayment Date, of an amount equal to 1.5 percent of the Purchase Price of such AutoLease Contract;

(iv) debited outside any Priority of Payment, in case of a default under an Auto LeaseContract or if the Residual Value Purchase Option has not been exercised under anAuto Lease Contract at maturity during the Collection Period preceding the relevantPayment Date, of an amount equal to:

(a) 5 per cent. of the Car Sale Proceeds effectively transferred to the FCT by theSeller in respect of Auto Lease Contract during that Collection Period, limitedto 1.5 percent of the Purchase Price of the relevant Auto Lease Contract; or

(b) 1.5 per cent of the Purchase Price of the relevant Auto Lease Contract, only ifit has been paid in full;

(v) on any Settlement Date, in the event of a breach by the Seller of any SellerPerformance Undertakings during the immediately preceding Collection Period,debited on that Settlement Date of the amount of the due and payable CompensationPayment Obligation or such other amount as may be necessary to ensure thecontinued sale of the Cars and the crediting of the corresponding proceeds to theGeneral Collection Account.

(F) the Commingling Reserve Account which shall be:

(i) on the Closing Date, credited by the Servicer with the necessary amounts in order forthe credit standing to the Commingling Reserve Account to be at least equal to theCommingling Reserve Required Amount applicable on the Closing Date;

(ii) if, on any Settlement Date, the Commingling Reserve needs to be adjusted in order tocomply with the Commingling Reserve Required Amount:

(a) credited by the Servicer on that Settlement Date with the necessary amountsin order for the credit standing to the Commingling Reserve Account to be atleast equal to the Commingling Reserve Required Amount applicable on thatSettlement Date; or

(b) debited on the immediately following Payment Date, in order to repay to theServicer the excess of the Commingling Reserve Fund over the ComminglingReserve Required Amount;

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it being understood that all amounts of interest received from the investment of theCommingling Reserve and standing, as the case may be, to the credit of theCommingling Reserve Account, shall not be taken into account; and

(iii) on any Settlement Date, in the event of a breach by the Servicer of its financialobligations (obligations financières) under the Master Servicing Agreement during theimmediately preceding Collection Period, debited on that Settlement Date of theamount of the breached financial obligations (obligations financières) of the Servicer.

In addition, on each Payment Date, the Management Company will instruct the Compartment AccountBank, under supervision of the Custodian, to pay directly to Crédipar:

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

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

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

Opening of Collateral Accounts

If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to theFCT, the Management Company will open a separate account (the Collateral Cash Account ) inwhich such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in theform of securities is provided, the Management Company will be required to open a custody account inwhich such securities provided by the Interest Rate Swap Counterparty will be held (the CollateralCustody Account and, together with the Collateral Cash Account, the Collateral Accounts ).

No payments or deliveries may be made in respect of the Collateral Accounts other than thetransfer of collateral to the FCT or the return of excess collateral and payment of a remuneration onsuch collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and paymentbeing made outside of any Priority of Payments) in accordance with the terms of the Interest RateSwap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due andpayable by the relevant Interest Rate Swap Counterparty may be paid by setting off thecollateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest RateSwap Agreement against such amounts (the Netted Swap Termination Amount ). Any collateralnot applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevantInterest Rate Swap Counterparty outside any Priority of Payments.

The proceeds from the liquidation of the collateral corresponding to the Netted SwapTermination Amount may be used by the FCT as deems fit.

Release of the General Reserve

Upon the liquidation of the Compartment and subject to the full payment of any amountsranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the partof the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Datewill be retransferred to the Seller.

Release of the Commingling Reserve

Upon liquidation of the Compartment and subject to the Servicer having complied in full with itsfinancial obligations (obligations financières) under the Master Servicer Agreement, the amountstanding to the credit of the Commingling Reserve Account will be released and retransferred directlyto the Servicer.

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Release of the Performance Reserve

Upon liquidation of the Compartment and subject to the Seller having complied in full with itsSeller Performance Undertakings, the amount standing to the credit of the Performance ReserveAccount 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 ManagementCompany to the operation of the Compartment in accordance with the provisions of the CompartmentAccount Bank Agreement and the Compartment Regulations. None of the Compartment Accounts canbe used, directly or indirectly, for the operation or payment of any cash flow in respect of any othercompartment of the FCT that may be established from time to time by the Management Company andthe 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 amountscredited to the Compartment Accounts can be (i) allocated, subject to the applicable Priority ofPayments, to the purchase of Purchased Receivables from the Seller during the Revolving Period andto the payment of the corresponding Purchase Price (except for the General Reserve Account, theCommingling Reserve Account and the Performance Reserve Account), (ii) allocated to the paymentof the Compartment Expenses, the principal and interest amounts due in respect of the Notes (and tothe payment of the Net Senior Swap Amounts due to the Interest Rate Swap Counterparties), and (iii)invested by the Compartment Cash Manager in Authorised Investments.

Downgrading of the Rating and Resignation of the Compartment Account Bank

Pursuant to the Compartment Account Bank Agreement:

(a) the Management Company (i) may on giving a 30-day prior written notice or (ii) shall withinfifteen (15) Business Days, if the Compartment Account Bank ceases to have the AccountBank 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 theManagement Company and the Custodian,

provided that the conditions precedent set out therein are satisfied (and in particular butwithout limitation that a new compartment account bank with the Account Bank Required Ratings hasbeen appointed).

In the event of termination of the appointment of the Compartment Account Bank, theCompartment Account Bank has undertaken to transfer to the newly appointed compartment accountbank all information and books and any available means that may be necessary to ensure an effectivetransfer of the Compartment Accounts held in its books and, in particular, the continuity of paymentpursuant to the relevant Priority of Payments.

Governing Law

The Compartment Account Bank Agreement is governed by French law and all claims anddisputes arising in connection therewith shall be subject to the exclusive jurisdiction of the Frenchcourts having competence in commercial matters.

Credit and debit of the Compartment Accounts

In accordance with the provisions of the Compartment Regulations, the ManagementCompany will give such instructions as are necessary to the Custodian and the Compartment Bank to

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ensure that each of the Compartment Accounts is credited or, as the case may be, debited in themanner 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 of the Seller, the Servicer, the Management Company, the Custodian, the SpeciallyDedicated Account Bank, the Compartment Account Bank, the Compartment Cash Manager, thePaying Agent, the Data Protection Agent the Class B Notes Subscriber, the Residual Units subscriberand the Junior Swap Provider has undertaken irrevocably to waive any right of contractual recoursewhatsoever which it may have against the FCT in respect of the establishment and the operation of theCompartment.

Pursuant to the Class A Notes Subscription Agreement, each of the Joint Lead Managers andthe Initial Subscriber has (a) expressly and irrevocably acknowledged that its rights over the assets ofthe FCT are limited to the assets allocated to the Compartment and subject to the provisions of theCompartment Regulations (including, without limitation, the Priority of Payments set out therein); (b)expressly and irrevocably acknowledged that it shall have no rights in any assets allocated to anyother compartment of the FCT; and (c) expressly and irrevocably waived all its rights of recourse to theassets mentioned in paragraph (b) above, in any circumstances and by any means.

Pursuant each Interest Rate Swap Agreement, each Interest Rate Swap Counterparty has (a)expressly and irrevocably acknowledged that their rights over the assets of the FCT are limited to theassets allocated to the Compartment and subject to the provisions of the Compartment Regulations(including, without limitation, the Priority of Payments set out therein); (b) expressly and irrevocablyacknowledged that they shall have no rights in any assets allocated to any other compartment of theFCT; and (c) expressly and irrevocably waived all their rights of recourse to the assets mentioned inparagraph (b) above, in any circumstances and by any means.

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CREDIT STRUCTURE

Excess Margin and Hedging Mechanisms

Representations and warranties related to the Purchased Receivables

In accordance with the provisions of the Master Purchase Agreement, the Seller will givecertain 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. Withoutprejudice to such representations and warranties, the Seller does not guarantee the solvency of theDebtors or the effectiveness of the related Ancillary Rights (see Section DESCRIPTION OF THEAUTO LEASES CONTRACTS AND THE RECEIVABLES ).

Excess Margin

Irrespective of the hedging and protection mechanisms set out under this section, the firstprotection for the holders of the Notes derives, from time to time, from the existence of an excessmargin resulting on any Payment Date from the amount by which (a) the Available Interest Amount,excluding (i) the General Reserve, (ii) the Commingling Reserve (as the case may be) and (iii) thePerformance Reserve (as the case may be) exceeds (b) the aggregate on such Payment Date of: (i)the Compartment Expenses, (ii) the Fixed Swap Amount due to the Interest Rate SwapCounterparties, (iii) the Fixed Junior Swap Amounts due to the Junior Swap Provider and (iv) the ClassA Interest Amount and the Class B Notes Interest Amount.

Interest Rate Swap Agreements

General Description

Each Interest Rate Swap Agreement is entered into between the FCT and an Interest RateSwap Counterparty, according to the provisions of the FBF Master Agreement (convention-cadreFBF), with the exclusive aim of enabling the FCT to meet its interest obligations due in respect of theClass A Notes. The object of the Interest Rate Swap Agreements is to hedge the FCT against the riskof a difference between (a) the EURIBOR Reference Rate applicable for the relevant Interest Period inrelation to the Class A Notes, on each relevant Payment Date and (b) the fixed interest rate paymentsreceived in respect of the Purchased Receivables allocated to the Compartment.

Each FBF Master Agreement (as amended and supplemented by the relevant schedule andconfirmations) is governed by French law. All claims and disputes relating thereto shall be subject tothe 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 SwapCounterparties will pay to the FCT, on each relevant Payment Date, the Net Senior Swap Amount (ascalculated on the basis of the Floating Senior Amount and the Fixed Senior Amount) severally but notjointly (sans solidarité) or (b) the FCT will pay on a pro rata and pari passu basis on each relevantPayment Date, the Net Senior Swap Amount to each Interest Rate Swap Counterparty in accordancewith the relevant Priority of Payments.

Determination of the Notional Amount

On each Payment Date, the aggregate of the notional amounts under the Interest Rate SwapAgreement is equal to the minimum of:

(a) the aggregate of the Outstanding Principal Discounted Balance of the Performing Receivableson the Determination Date immediately preceding such Payment Date on or immediatelypreceding such day, as calculated by the Management Company; and

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(b) the aggregate of the Principal Amount Outstanding of the Class A Notes on such PaymentDate.

Termination and early termination

The Management Company on behalf of the FCT, in its own discretion, as the case may bewill have the right, to terminate the Interest Rate Swap Agreements early in the followingcircumstances:

(a) upon the occurrence of any of the following events: (i) the entire issue of Notes and ResidualUnits has not been completed on the Closing Date or any other later agreed date; or (ii) both(aa) after the issue of the Notes and the Residual Units, the Initial Subscriber, the Class BSubscriber and the Seller (in its capacity as subscriber of the Residual Units) are not able topay the full amount resulting from the proceeds of the issue of the Notes and the ResidualUnits; and (bb) the total amount of the amounts received in respect of the Notes and theResidual Units, for any reason whatsoever, is less than the entire Initial Purchase Price of thePurchased Receivables on the First Purchase date; and

(b) upon the occurrence, with respect to the Interest Rate Swap Counterparty, of any of theEvents 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 inCircumstances (as such term is defined in the relevant Interest Rate Swap Agreement) wherethe Interest Rate Swap counterparty is the affected party.

Each Interest Rate Swap Counterparty will have the right to terminate the Interest Rate SwapAgreement to which it is a party early in the following circumstances:

(a) upon the occurrence of either of the following events: (i) any provision of the TransactionDocuments affecting the amount, timing or priority of payments is amended without theconsent of the Interest Rate Swap Counterparty, or any provision of the TransactionsDocuments is amended without the consent of the Interest Rate Swap Counterparty where theSeller holds all the Notes; or (ii) the Management Company announces its intention to liquidatethe Compartment or any one party holding the entirety of the Notes requests the same; and

(b) upon the occurrence, with respect to the FCT, of any of the Events of Defaults (as such term isdefined in the relevant Interest Rate Swap Agreement) or of any of the Changes inCircumstances (as such term is defined in the relevant Interest Rate Swap Agreement). In thisrespect, any Interest Rate Swap Counterparty may terminate the relevant Interest Rate SwapAgreement if the Management Company is unable to pay in full on any Payment Date the NetSenior Swap Amount Arrears recorded on the immediately preceding Payment Date.

Upon such early termination of the Interest Rate Swap Agreement as described above, theFCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the otherparty.

In case the Interest Rate Swap Counterparty is the defaulting party, the amount of any suchtermination 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 bebased 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, costof funding, or loss or cost incurred as a result of terminating, liquidating, obtaining or re-establishingany hedge or related trading position. The non-defaulting party s legal expenses and out-of-pocketexpenses incurred enforcing or protecting its rights under the Interest Rate Swap Agreement areexcluded from the calculation of loss.

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In case of early termination, the Senior Swap Subordinated Termination Amounts will ranklower in priority than payments to the holders of the Class A Notes pursuant to the Priorities ofPayments.

No tax Gross-up

In the event that the FCT is obliged, at any time, to deduct or withhold any amount for or onaccount of any withholding tax from any sum payable by the FCT under either Interest Rate SwapAgreement, the FCT is not liable to pay to the relevant Interest Rate Swap Counterparty any additionalamount. For the avoidance of doubt, the non-payment by the FCT of any such additional amount willnot entitle the relevant Interest Rate Swap Counterparty to terminate the Interest Rate SwapAgreement.

If any of the Interest Rate Swap Counterparties is obliged, at any time, to deduct or withholdany amount for or on account of any tax from any sum payable to the FCT under the relevant InterestRate Swap Agreement, the relevant Interest Rate Swap Counterparty shall notify the ManagementCompany as soon as possible of such Change of Circumstances (as such term is defined in therelevant Interest Rate Swap Agreement) but shall not be liable to pay any such additional amount tothe FCT.

In both cases referred to in the two paragraphs above, the parties shall attempt in good faithfor a period of 30 days to find a mutually satisfactory solution to avoid such deduction or withholding asfollows:

(a) the parties to the relevant Interest Rate Swap Agreement shall use their reasonable efforts toamend, modify or restructure the interest rate swap transaction in order to avoid suchdeduction or withholding; or

(b) the relevant Interest Rate Swap Counterparty shall use its reasonable efforts to transferwithout the prior approval of the Management Company and the Custodian all its rights andobligations under the relevant Interest Rate Swap Agreement to another of its offices oraffiliates so that such deduction or withholding will not be required provided that (i) such officeor affiliate is an eligible replacement satisfying the Transfer Conditions, (ii) the rating assignedto the Class A Notes then outstanding is not adversely affected by a transfer to such office oraffiliate, and (iii) such transfer complies with all applicable laws and regulations applicable forFrench fonds communs de titrisation; or

(c) if such transfer to another office or affiliate of the relevant Interest Swap Counterparty is notpossible, that Interest Rate Swap Counterparty shall use its reasonable efforts to transfer all itsrights and obligations under the relevant Interest Rate Swap Agreement to a replacement thirdparty which should be satisfactory to the Management Company and the Custodian providedthat (i) such third party shall has the Swap Counterparty Required Ratings or whoseobligations are fully guaranteed by such a third party, (ii) the rating assigned to the Class ANotes then outstanding is not adversely affected by a transfer to such third party, and (iii) suchthird replacement party complies with all applicable laws and regulations applicable for Frenchfonds communs de titrisation.

If at the expiration of such period, no solution has been found, the Management Company willhave the right by notice to the relevant Interest Rate Swap Counterparty to terminate the transactionaffected by the Change of Circumstances. Such notice shall specify the applicable termination dateunder the terms of the relevant Interest Rate Swap Agreement.

Without prejudice to the foregoing, the Management Company may terminate the transactionat any time after reception of the notification of a Change of Circumstances by the Interest Rate SwapCounterparty if it finds a third party acceptable under the conditions set out in paragraph (b) above.

Ratings downgrade of Interest Rate Swap Counterparty

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If any of the Interest Rate Swap Counterparty s debt ratings fall below the Swap CounterpartyRequired Ratings, under the terms of the Interest Rate Swap Agreement, the Interest Rate SwapCounterparty will be required to take certain remedial measures at its own cost and within a prescribedperiod of time which may include one or more of the following: (i) providing collateral under the creditsupport annex in respect of its obligations under the Interest Rate Swap Agreement; (ii) arranging forits obligations under the Interest Rate Swap Agreement to be transferred to an entity with the SwapCounterparty Required Ratings; (iii) procuring another entity with at least the Swap CounterpartyRequired Ratings to become co-obligor or guarantor in respect of its obligations under the InterestRate Swap Agreement; and/or (iv) if applicable, the taking of such other action as it may notified to theRating Agencies.

A failure to take such remedial measures, subject to certain conditions, will give the FCT theright to terminate the Interest Rate Swap Agreement. Upon such termination of the Interest RateSwap Agreement, the FCT or the Interest Rate Swap Counterparty may be liable to make atermination payment to the other party.

Transfer by Interest Rate Swap Counterparty

Pursuant to each Interest Rate Swap Agreement, the Interest Rate Swap Counterparty shallbe entitled to arrange for the transfer of its rights and obligations under the Interest Rate SwapAgreement with a counterparty that is an eligible replacement pursuant to the Interest SwapAgreement, upon prior written notice to the Management Company subject to the satisfaction of certainconditions, which may include that: (i) the transferee contracts with the FCT on terms that (A) have thesame 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 transferand (B) insofar as they do not relate to payment or delivery obligations, are, in all material respects, noless beneficial for the FCT than the terms of the said Interest Rate Swap Agreement immediatelybefore such transfer..

Collateral arrangements

The FCT and each Interest Rate Swap Counterparty have entered into a credit support annexwhich forms part of the Interest Rate Swap Agreement, which sets out the terms on which collateralwill be provided by the Interest Rate Swap Counterparty to the FCT in the event that the Interest RateSwap Counterparty ceases to have the Swap Counterparty Required Ratings.

If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to theFCT, the Management Company will open a separate account (the Collateral Cash Account ) inwhich such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in theform of securities is provided, the Management Company will be required to open a custody account inwhich such securities provided by the Interest Rate Swap Counterparty will be held (the CollateralCustody Account and, together with the Collateral Cash Account, the Collateral Accounts ).

No payments or deliveries may be made in respect of the Collateral Accounts other than thetransfer of collateral to the FCT or the return of excess collateral and payment of a remuneration onsuch collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and paymentbeing made outside of any Priority of Payments) in accordance with the terms of the Interest RateSwap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due andpayable by the relevant Interest Rate Swap Counterparty may be paid by setting off thecollateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest RateSwap Agreement against such amounts (the Netted Swap Termination Amount ). Any collateralnot applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevantInterest Rate Swap Counterparty outside any Priority of Payments.

The proceeds from the liquidation of the collateral corresponding to the Netted SwapTermination Amount may be used by the FCT as deems fit.

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Junior Swap Agreement

The Junior Swap Agreement is governed by French law and entered into between the JuniorSwap Provider and the FCT in respect of the Compartment, pursuant to a FBF Master Agreement ofJuly 2007 (as amended and supplemented by a schedule and a confirmation), with the exclusive aimof enabling the FCT to meet its interest obligations due in respect of the Class B Notes. The object ofthe Junior Swap Agreement is to hedge the FCT against the difference between (a) the EURIBORReference Rate applicable for the relevant Interest Period in relation to the Class B Notes, on eachrelevant Payment Date and (b) the relevant proportion of the fixed interest rate payments received inrespect of the Receivables allocated to the Compartment.

As such, the Junior Swap Notional Amount of the transaction entered into under the JuniorSwap Agreement will be equal to:

(a) for any day on or before the first Payment Date: 356,400,000; and

(b) for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Noteson the Payment Date on or immediately preceding such day, as calculated by theManagement Company.

In accordance with the Junior Swap Agreement, (a) the Junior Swap Provider will pay to theFCT, on each relevant Payment Date, the Net Junior Swap Amount (as calculated on the basis of theFloating Junior Swap Amount and the Fixed Junior Swap Amount) severally but not jointly (sanssolidarité) or (b) the FCT will pay on each relevant Payment Date, the Net Junior Swap Amount to theJunior Swap Provider in accordance with the relevant Priority of Payments.

The Junior Swap Agreement may be terminated early upon the occurrence of certain Events ofDefault and Changes in Circumstances (each as defined therein) commonly found in standard FBFdocumentation.

General

The rights of the Class B Noteholders to receive payments of principal and interest shall besubordinated to the rights of the Class A Noteholders to receive such amounts of principal and interest.The purpose of this subordination is to guarantee, without prejudice to the rights attached to Class BNotes, the regularity of payments of amounts of principal to the Class A Noteholders.

Subordination

Credit protection for the Class A Notes will be provided by the subordination of payments ofprincipal and interest in respect of the Class B Notes. Such subordination consists of the rightsgranted to the Class A Noteholders to receive on each Payment Date:

(a) any amounts of interest in priority to any amounts of interest payable to the Class BNoteholders; and

(b) any amounts of principal in priority to any amounts of principal payable to the Class BNoteholders;

provided that during the Accelerated Amortisation Period, the amounts of interest payable in respect ofClass B Notes are subordinated to the amounts of principal payable in respect of Class A Notes.

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General Reserve Fund

General Reserve Cash Deposit

On the Closing Date, in accordance with the Reserve Cash Deposits Agreement, the Sellerhas agreed to make the General Reserve Cash Deposit up to an amount equal to one (1) per cent. ofthe aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount ofthe Class B Notes. Neither the Seller nor any other entity within the PSA Group will be obliged todeposit any additional amount with respect to the General Reserve Cash Deposit.

Purpose of the General Reserve Cash Deposit

The General Reserve Cash Deposit is used to constitute the initial balance of the GeneralReserve Fund. The General Reserve Cash Deposit and, more generally, any sums credited to theGeneral Reserve Account may not be used for the purchase by the FCT of Purchased Receivablesallocated to the Compartment.

The General Reserve Cash Deposit is credited to the General Reserve Account opened in thename 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, theCompartment Cash Manager is responsible, upon appropriate instructions given by the ManagementCompany, for investing the credit balance of the General Reserve Account. The share of thecorresponding financial proceeds received from such investment will be paid by the CompartmentCash Manager to Crédipar on each Payment Date.

General Reserve Required Amount

As of close of each Payment Date (save the General Reserve final Utilisation Date), thebalance credited to the General Reserve Account shall be, at each Payment Date equal to the GeneralReserve Required Amount. Accordingly:

(a) during the Revolving Period and the Amortisation Period, the General Reserve Account willbe:

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

(ii) on each Payment Date, replenished so that the amount standing to the credit of theGeneral Reserve Account is equal to the General Reserve Required Amountapplicable on that Payment Date, by the transfer of monies from the Interest Accountto the General Reserve Account, in accordance with and subject to the Interest Priorityof Payments; and

(b) during the Accelerated Amortisation Period, the General Reserve Account will be:

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

(ii) on each Payment Date, as applicable, replenished so that the amount standing to thecredit of the General Reserve Account is equal to the General Reserve RequiredAmount applicable on that Payment Date, by the transfer of monies from the General

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Collection Account to the General Reserve Account, in accordance with and subject tothe Accelerated Priority of Payments.

Reimbursement of the General Reserve Cash Deposit

The General Reserve Cash Deposit will be reimbursed to the Seller up to the initial amount ofthe General Reserve Cash Deposit in accordance with and subject to the relevant Priority ofPayments.

Upon the liquidation of the Compartment and subject to the full payment of any amountsranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the partof the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Datewill 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 Fund(which includes the General Reserve Cash Deposit and any sums, as the case may be, debited fromthe Interest Account up to the General Reserve Required Amount), (b) the Excess Margin, (c) thesubordination of payments due in respect of the Class B Notes and (d) the Residual Units.

In the event that the credit enhancement provided by the General Reserve Fund is reduced tozero without any possibility of being further increased by debiting the Interest Account and theprotection provided by the Class B Notes is reduced to zero, the Class A Noteholders will directly bearthe 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 Fund,(b) the Excess Margin and (c) the Residual Units.

Global Level of Credit Enhancement

On the First Purchase Date, the Class B Notes and the General Reserve Cash Depositprovide the holders of the Class A Notes with total credit enhancement equal to thirty four (34) percent. of the initial Outstanding Principal Discounted Balance of the Purchased Receivables, one (1) percent. with respect to the General Reserve Cash Deposit and thirty three (33) per cent. with respect tothe Class B Notes. In addition to such levels of credit enhancement, the Class A Notes will also benefitfrom the available Excess Margin.

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DESCRIPTION OF DEUTSCHE BANK AS INTEREST RATE SWAP COUNTERPARTY

The information contained in this section related to Deutsche Bank and the Group has been obtainedfrom Deutsche Bank. The information concerning Deutsche Bank and the Group contained herein isfurnished solely to provide limited information regarding Deutsche Bank and the Group and does notpurport to be comprehensive.

Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or the "Bank") originated from the reunificationof Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft,Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the RegionalScope of Credit Institutions, these had been disincorporated in 1952 from Deutsche Bank which wasfounded in 1870. The merger and the name were entered in the Commercial Register of the DistrictCourt Frankfurt am Main on 2 May 1957. Deutsche Bank is a banking institution and a stockcorporation incorporated under the laws of Germany under registration number HRB 30 000. The Bankhas its registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage12, 60325 Frankfurt am Main and branch offices in Germany and abroad including in London, NewYork, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for itsoperations in the respective regions.

The Bank is the parent company of a group consisting of banks, capital market companies, fundmanagement companies, a real estate finance company, instalment financing companies, researchand consultancy companies and other domestic and foreign companies (the "Deutsche BankGroup").

Deutsche Bank AG London is the London branch of Deutsche Bank AG. On 12 January 1973,Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of theCompanies Act 1948 to establish a place of business within Great Britain. On 14 January 1993,Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as having established abranch (Registration No. BR000005) in England and Wales. Deutsche Bank AG London is anauthorized person for the purposes of section 19 of the Financial Services and Markets Act 2000. Inthe United Kingdom, it conducts wholesale banking business and through its Private WealthManagement division, it provides holistic wealth management advice and integrated financial solutionsfor wealthy individuals, their families and selected institutions.

As of 31 March 2012, Deutsche Bank s issued share capital amounted to 2,379,519,078.40consisting of 929,499,640 ordinary shares without par value. The shares are fully paid up and inregistered form. The shares are listed for trading and official quotation on all the German StockExchanges. They are also listed on the New York Stock Exchange.

The consolidated financial statements for the fiscal years starting 1 January 2007 are prepared incompliance with International Financial Reporting Standards (IFRS). As of 31 March 2012, DeutscheBank Group had total assets of 2,103,295 million, total liabilities of 2,047,490 million and totalequity of 55,805 million on the basis of IFRS (unaudited).

Deutsche Bank s long-term senior debt has been assigned a rating of A+ (outlook negative) byStandard & Poor's, A2 (outlook stable) by Moody's Investors Service and A+ (outlook stable) by FitchRatings.

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DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTERPARTY

The information contained in this section related to Natixis and the Natixis Group has been obtainedfrom Natixis and is furnished solely to provide limited information regarding Natixis and the NatixisGroup 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 desSociétés de Paris under No. 542 044 524 ( NATIXIS ). NATIXIS has its registered office address at 30avenue Pierre Mendès-France, 75013 Paris, France.

With effect as of 31 July 2009 (non-inclusive), NATIXIS is affiliated with BPCE, the central body ofGroupe BPCE. This affiliation with BPCE replaces, with effect as of same date, the dual affiliation ofNATIXIS with Caisse Nationale des Caisses d Epargne et de Prévoyance (CNCE) and BanqueFédérale des Banques Populaires (BFBP), which was governed by a dual affiliation agreementterminated on the same date.

NATIXIS is the corporate, investment and financial services arm of Groupe BPCE, the 2nd-largestretail banking group in France.

With close to 22,000 experts in 68 countries, NATIXIS has a number of areas of expertise which areorganized in three core businesses: Corporate and Investment Banking, Investment Solutions (AssetManagement, Insurance, Private Banking, Private Equity) and Specialized Financial Services.

NATIXIS has its own client base of companies, financial institutions and institutional investors as wellas the client base of individuals, professionals and small and medium-size businesses of GroupeBPCE 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 byStandard & Poor s, Fitch Ratings and Moody s.

As at 11 July 2012, the long-term rating unsecured and unsubordinated debt obligations of NATIXIS isA (stable outlook) for Standard & Poor s, A+ (negative outlook) for Fitch Ratings and A2 (stable

outlook) for Moody s.

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COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES

Introduction

In accordance with the Compartment Cash Management Agreement, the ManagementCompany has appointed, with the prior approval of the Custodian, the Compartment Cash Manager toinvest the Compartment Cash. The Compartment Cash Manager has undertaken to manage theCompartment 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 booksof the Compartment Account Bank.

The Compartment Cash Manager may, subject to the applicable Priority of Payments, investthe Compartment Cash in the following Authorised Investments:

1. deposits with a credit institution as referred to in paragraph 1° of article R. 214-95 of theFrench Monetary and Financial Code, the unsecured and unsubordinated debt obligations ofwhich are rated at least (i) A (long term) and F1 (short term) by Fitch and (ii) A (long term) andA-1+ (short term) by S&P, provided that such deposits shall be able to be withdrawn or repaidat any time, so that upon the FCT's request the corresponding funds shall be made availablewithin 24 hours;

2. treasury bills (bons du trésor) denominated in Euros which are rated at least (x) AA- (longterm) by Fitch and/or F1+ (short term) by Fitch, where residual maturities are from 31 to 365calendar days, or at least A (long term) by Fitch and/or F1 (short term), where residualmaturities are up to 30 calendar days and (y) AAA by S&P;

3. debt instruments (titres de créances) referred to in paragraph 3° of article R. 214-95 of theFrench Monetary and Financial Code, denominated in Euros and rated by Fitch and S&P asfollows, subject to such securities being admitted for trading on a regulated market located in aEuropean Economic Area member state and not conferring any direct or indirect right to theshare capital of any company:

(A) the issuer of the securities shall be rated at least AA- (long term) by Fitch and F1+(short term) by Fitch; and

(B) the relevant securities shall be rated (x) at least AA- (long term) by Fitch and/or F1+(short term) by Fitch, where residual maturities are from 31 to 365 calendar days, or atleast A (long term) by Fitch or F1 (short term), where residual maturities are up to 30calendar days and (y) A-1+ (short term) by S&P; and

4. negotiable debt instruments (titres de créances négociables) within the meaning of articlesL. 213-1 et seq. of the French Monetary and Financial Code, denominated in Euros. Theissuer of the negotiable debt instruments shall be rated at least AA- (long term) by Fitch andF1+ (short term) by Fitch and AAA (long-term) by S&P,

it being understood that the Management Company will ensure that the Compartment Cash Managercomplies with the investment rules described below.

Investment rules

The Management Company will appoint, with the prior approval of the Custodian, theCompartment Cash Manager to arrange for the investment of the Compartment Cash. TheManagement Company will verify that the Compartment Cash Manager manages the CompartmentCash in accordance with the investment criteria contained in Section Authorised Investments above,

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provided that the Management Company will remain liable to the Noteholders and the ResidualUnitholders 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 aselection of securities whose credit quality does not risk a review of the ratings of the Class A Notes.Save for money market mutual fund shares (SICAV monétaires) and mutual fund units (parts de fondscommuns de placement), the securities shall have a stated maturity date and shall not be disposed ofbefore their maturity date, except in exceptional circumstances under instructions of the ManagementCompany, when justified by the need to protect the interests of the Noteholders and of the ResidualUnitholders, such as when the situation of the issuer of the securities gives cause for concern, wherethere is a risk of market disruption or of inter-bank payment disruption at the maturity date of therelevant 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 followingSettlement Date.

Compartment Cash Management Agreement

The Compartment Cash will be managed by the Compartment Cash Manager in accordancewith the provisions of the Compartment Cash Management Agreement and with the above mentionedinvestment rules. The Compartment Cash Management Agreement will be executed on or prior to theClosing Date and may be amended from time to time.

Termination of the Compartment Cash Management Agreement

The Management Company may at any time (on giving a 30-day prior written notice to theCustodian) replace the Compartment Cash Manager it has originally chosen by any other entityprovided in particular that:

(a) this substitution, once prior notice has been given to the Rating Agencies, shall not result inthe placement on creditwatch with negative outlook , or the downgrading or the withdrawal ofany of the ratings of the Notes; and

(b) such entity assumes all of the rights and obligations of the Compartment Cash Manager underthe Compartment Cash Management Agreement and, in particular, waives its contractualrights of recourse against the FCT under the terms and conditions set out in the CompartmentCash Management Agreement.

Resignation of the Compartment Cash Manager

The Compartment Cash Manager may resign the Compartment Cash Management Agreementonly on giving a 30-day prior written notice to the Management Company and the Custodian andsubject to certain conditions.

The Compartment Cash Management Agreement shall terminate automatically on theCompartment Liquidation Date.

Governing law

The Compartment Cash Management Agreement shall be governed by French law and allclaims and disputes arising in connection therewith will be subject to exclusive jurisdiction of theFrench 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, theManagement Company shall, or in the case of an optional liquidation, may declare the early liquidationof the Compartment in accordance with articles L. 214-49-10 and R.214-101 of the French Monetaryand Financial Code in the circumstances described below, provided that such event would not causethe liquidation of the other compartments of the FCT or of the FCT itself. Except in suchcircumstances, the Compartment would be liquidated on the Compartment Liquidation Date.

Liquidation

The Management Company, acting in the name and on behalf of the FCT, shall be entitled todeclare the liquidation of the Compartment in case of occurrence of any of the following events (each aCompartment Liquidation Event ):

(a) the liquidation 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 themaximum aggregate of the outstanding balances (capital restant dû) of the undue (nonéchues) Purchased Receivables recorded since the Closing Date or (ii) the Class ANotes have been redeemed in full, and the Seller requests the liquidation of theCompartment under a clean-up offer; or

(c) the Notes and the Residual Units issued by the FCT in respect of the Compartmentare held by a single holder and such holder requests the liquidation of theCompartment; or

(d) the Notes and the Residual Units issued by the FCT are held solely by the Seller andthe Seller requests the liquidation of the Compartment.

Clean-up Offer

Upon the occurrence of a Compartment Liquidation Event in the circumstances describedabove, pursuant to the provisions of the Master Purchase Agreement and the CompartmentRegulations, 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 theCompartment 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 tothe Compartment shall be in the case of a liquidation upon the occurrence of a CompartmentLiquidation Event, an amount based on the fair market value of assets having similar characteristics tothe Purchased Receivables comprised within the Assets Allocated to the Compartment, having regardto the aggregate Outstanding Principal Discounted Balances of the Performing Auto Lease Contractscomprised within the Assets Allocated to the Compartment.

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In addition such repurchase price (taking into account for this purpose the Compartment Cashbut excluding the amount of the Commingling Reserve, the General Reserve and the PerformanceReserve) must be sufficient to enable the FCT to repay in full all amounts outstanding to Noteholdersafter payment of all other amounts due by the FCT with respect to the Compartment and rankingsenior to those payments in the Accelerated Priority of Payments.

The repurchase of the Purchased Receivables comprised within the Assets Allocated to theCompartment in the circumstances described above will take place on a Payment Date, and at theearliest on the first Payment Date following the date on which the relevant Compartment LiquidationEvent will have been determined by the Management Company. The repurchase price will be creditedto the General Collection Account by no later than on the Settlement Date preceding the relevantPayment Date.

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

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

(b) the Seller sends to the Management Company a letter in which it undertakes to accept therelevant clean-up call offer made by the Management Company and to repurchase thePurchased 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 CollectionAccount from the last calendar day (excluded) of the month immediately preceding that Payment Date,provided that one (1) Business Day before the Compartment Liquidation Date, it will transfer to theGeneral Collection Account an amount equal to the Available Collections collected by it from the day itstopped to make transfers to the General Collection Account.

The Seller will always be entitled to turn down any clean-up offer made by the ManagementCompany. Consequently, if the repurchase of the Purchased Receivables by the Seller in accordancewith the conditions set out above does not occur for whatever reason, the Management Company mayoffer to dispose of such Purchased Receivables remaining among the remaining Assets Allocated tothe Compartment, to any credit institution qualified to acquire these Purchased Receivables under thesame terms and conditions.

Liquidation Procedure of the Compartment

On the Compartment Liquidation Date:

(a) the Noteholders will be repaid all amounts owing to them on the immediately succeedingPayment 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 itsfinancial obligations (obligations financières) under the Master Servicer Agreement, theamount standing to the credit of the Commingling Reserve Account will be released andretransferred directly to the Servicer;

(c) upon liquidation of the Compartment and subject to the Seller having complied in full with itsSeller Performance Undertakings, the amount standing to the credit of the PerformanceReserve 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 amountsranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal tothe part of the General Reserve Cash Deposit not otherwise used or reimbursed on apreceding Payment Date will be retransferred to the Seller.

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The Management Company, pursuant to the provisions of the Compartment Regulations, shallbe responsible for the liquidation procedure in the event of any liquidation of the Compartment. In thisrespect, it has full authority to dispose of the Assets Allocated to the Compartment, to pay theNoteholders and the potential creditors in accordance with the Accelerated Priority of Payments and todistribute any Liquidation Surplus.

The statutory auditor and the Custodian shall continue to exercise their duties until thecompletion of the liquidation procedure of the Compartment.

The Liquidation Surplus, if any, will be attributed to the holder of the Residual Units as a finalpayment in principal and interest in respect of the Residual Units on a pro rata and pari passu basis.

PAR3322943 191

MODIFICATIONS TO THE TRANSACTION

Other than for amendments of a minor or mere technical nature, amendments to the TransactionDocuments shall be made provided that the Rating Agencies have received prior notice of anyamendment and that such amendment shall not result, in the reasonable opinion of the ManagementCompany, in the placement on negative outlook or as the case may be on rating watch negative oron review for possible downgrade , or the downgrading or the withdrawal of any of the ratings of theClass A Notes or that such amendment limits such downgrading or avoids such withdrawal.

In addition, any amendment to the Transaction Documents shall require the prior consent ofthe Interest Rate Swap Counterparty:

(a) if the effect of such amendment is to affect the amount, timing or priority of any payments duebetween the parties to the Interest Rate Swap Agreements; or

(b) to the extent where such amendment would have a material adverse effect on the InterestRate Swap Counterparty.

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 witharticle 223-21 of the AMF General Regulations (Règlement Général de l Autorité des MarchésFinanciers). Any new facts or any error or inaccuracy relating to the information contained in theProspectus which may have a material impact on the valuation of the Notes is mentioned in acomplementary information note (note complémentaire) which, prior to its diffusion, is submitted to theapproval of the Autorité des Marchés Financiers.

. This report (communiqué) shall be annexed to this Prospectus and incorporated in the nextactivity report. These modifications will be binding with respect to the Noteholders within three (3)Business Days after they have been informed thereof.

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GOVERNING LAW SUBMISSION TO JURISDICTION

Jurisdiction

The parties to the Transactions Documents have agreed to submit any dispute that may arisein connection with the Transaction documents to the exclusive jurisdiction of the competent courts incommercial matters within the jurisdiction the Cour d Appel of Paris.

Pursuant to the Compartment Regulations, the French courts having competence incommercial matters will have exclusive jurisdiction to settle any dispute that may arise between theNoteholders, 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 withFrench law.

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GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT1

The accounts of the Compartment and of the FCT, generally, shall be prepared in accordancewith the recommendations of the French Conseil National de la Comptabilité (the National AccountingBoard) as set out in its avis no. 2003-09 dated 24 June 2003 implemented by Regulation of the FrenchComité de la Règlementation Comptable no. 2003-03 dated 2 October 2003.

Pursuant to article L. 214-48 II of the French Monetary and Financial Code, there are specificaccounts 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 theirnominal value. The potential difference between the purchase price and the nominal value of thereceivables, whether positive or negative, shall be carried in an adjustment account on the asset sideof the balance sheet. This difference shall be carried forward on a pro rata and pari passu basis of theamortisation of the Purchased Receivables.

The interest on the Purchased Receivables shall be recorded in the income statement, prorata temporis. The accrued and overdue interest shall appear on the asset side of the balance sheetin an apportioned receivables account.

Delinquencies or defaults on the receivables existing as at their purchase date are recorded inan adjustment account on the asset side of the balance sheet. This amount shall be carried forwardon 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 andconditions of the Master Servicing Agreement and in accordance with the Servicing Procedures shallbe 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 disclosedseparately in the liability side of the balance sheet. Any potential differences, whether positive ornegative, between the issuance price and the nominal value of the Notes be recorded in an adjustmentaccount on the liability side of the balance sheet. These differences shall be carried forward on a prorata 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 ratatemporis. The accrued and overdue interest shall appear on the liability side of the balance sheet inan 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 CompartmentCash Manager and the Compartment Account Bank shall be recorded, as expenses, in the accountspro rata temporis over the accounting period.

All costs related to the establishment of the Compartment shall be borne by the Seller.

1 TBC by FCT Auditors.

PAR3322943 194

Interest Rate Swap Agreements

The interest received and paid pursuant to the Interest Rate Swap Agreements shall berecorded at their net value in the income statement. The accrued interest to be paid or to be receivedshall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to bereceived shall be recorded, with respect to the Interest Rate Swap Agreements, on the liability side ofthe balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou dedettes rattachées).

Junior Swap Agreement

The interest received and paid pursuant to the Junior Swap Agreement shall be recorded attheir net value in the income statement. The accrued interest to be paid or to be received shall berecorded in the income statement pro rata temporis. The accrued interest to be paid or to be receivedshall be recorded, with respect to the Junior Swap Agreement, on the liability side of the balancesheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettesrattachées).

General Reserve Cash Deposit

The General Reserve Cash Deposit shall be recorded to the credit of the General ReserveAccount 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 tothe 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 tothe 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 theincome statement pro rata temporis (excluding interests earned on the Commingling Reserve Account,the General Reserve Account and the Performance 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 theCompartment and the retained earnings.

Duration of the accounting periods

Each accounting period of the Compartment shall be 12 months and begin on 1 January andend on 31 December, save for the first accounting period of the Compartment which shall begin on theClosing Date and end on 31 December 2012.

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Accounting information in relation to the FCT

The accounting information with respect to the FCT shall be provided by the ManagementCompany, under the supervision of the Custodian, in its annual report of activity and half-yearly reportof activity, pursuant to the applicable accounting standards.

As at the Closing Date, the provisions of the said accounting standards lead to thepresentation of consolidated accounts of the FCT, provided that the said accounts will be subject tocertification 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, inits annual report of activity and half-yearly report of activity in relation to the Compartment, pursuant tothe 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 theFCT.

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THIRD PARTY EXPENSES

In accordance with the Compartment Regulations, the Compartment Expenses are thefollowing 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 alsoconstitute Compartment Expenses.

Management Company

In consideration for its obligations with respect to the Compartment, the ManagementCompany shall receive a fee (taxes excluded) equal to 70,000 per annum during the RevolvingPeriod 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 publication of the lease by lease file, the Management Company willreceive a fee (taxes excluded) equal to 3,000 per annum payable in equal portions on each PaymentDate. Upon replacement of the Servicer, the Management Company will receive a flat fee (taxesexcluded) equal to 10,000.

The Management Company will also receive, in addition to the fees mentioned above, anamount of 8,000 (taxes excluded) equal to the fees payable to the statutory auditor of the FCT. Thefees payable to the statutory auditor of the FCT will be paid directly by the Management Company tothe statutory auditor.

The Management Company shall also receive a liquidation fee equal to 5,000 (taxesexcluded) 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, providedthat in case of change of law such fees may become subject to valued added tax. The fees payable tothe statutory auditor are subject to value added tax. The Management Company will also receive, inaddition of the fees mentioned above, the reimbursement of all taxes as may be reasonably incurredfor the operation of the FCT and paid directly by the Management Company, with the prior consultationof the Seller.

All such fees and taxes shall be paid in accordance with and subject to the applicable Priorityof Payments.

Custodian

In consideration for its obligations with respect to the Compartment, the Custodian shallreceive, 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 andcollection of the Purchased Receivables equal to :

(i) 1/12 of 0.75 per cent. of the sum of the Outstanding Principal Discounted Balance of allPerforming Receivables which are not Delinquent Receivables, serviced by the Servicer at thebeginning of the relevant Collection Period (inclusive of VAT); plus,

(ii) as the case may be, 1/12 of 1.0 per cent. of the sum of

(a) the Outstanding Principal Discounted Balance of the Delinquent Receivables and

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(b) the Unpaid Balances of all Delinquent Auto Lease Contracts and all Defaulted AutoLease Contracts excluding written off Receivables serviced by the Servicer at thebeginning 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 1.0 per cent. of the sum of the Outstanding Principal DiscountedBalance of all Performing Receivables, serviced by the Servicer at the beginning of the relevantCollection Period (inclusive of VAT).

Compartment Account Bank

In consideration for its obligations with respect to the Compartment, the Compartment AccountBank shall receive a fee equal to 8,000 per annum (excluding VAT) payable in equal portions oneach Payment Date and in accordance with and subject to the applicable Priority of Payments for amaximum of five accounts, plus 300 (excluding VAT) per any additional account (other than afinancial instruments account) opened in relation to the Compartment Accounts and no fee will becharged for each financial instruments account. In addition, the Compartment Account Bank shallreceive a custody fee equal to 0.125 bps of the nominal amount of the investments credited to thesefinancial instruments accounts since the immediately preceding Payment Date, payable on eachPayment Date. Crédit Agricole Corporate & Investment Banking (CACIB) certificates of deposit will befree of this custody fee.

Compartment Cash Manager

In consideration for its obligations with respect to the Compartment, the Compartment CashManager shall receive, on each Payment Date and in accordance with and subject to the applicablePriority of Payments, a fee equal to 0.01 per cent. per annum (including taxes) of the CompartmentCash effectively invested during the preceding Investment Period on the basis of the number of days inthe relevant Investment Period and a year of 360 days.

Paying Agent

In consideration for its obligations with respect to the Compartment, the Paying Agent shallreceive:

(a) for its duties as Paying Agent, on each Payment Date, a fee of 450 (excluding VAT); and

(b) as holder of a registered account for each Class A Noteholder requesting that the relevantClass A Notes it has subscribed being in the registered form, a one-off fee of 500 on theClosing Date and an annual fee of 1,100 (excluding VAT if applicable), payable in equalportions 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 (excluding VAT) in respect ofthe safekeeping of the Decryption Key and of 750 (excluding VAT) per test (if any) after the launch ofthe transaction, in accordance with and subject to the applicable Priority of Payments.

Interest Rate Swap Counterparties

The payments made to the Interest Rate Swap Counterparties are included in the FixedAmounts due to be paid on the relevant Payment Dates.

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Rating Agencies

There annual fees payable by the FCT to the Rating Agencies for surveillance and monitoringpurposes are the following:

(a) in respect of S&P: 15,400; and

(b) in respect of Fitch: 15,000.

General Expenses

The Compartment will also pay such other fees and expenses as may be reasonably incurredfor 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 inequal amounts and paid accordingly on each Payment Date;

(b) all reasonable expenses relating to any notice and publication made in accordance withCondition 8 (Notices) of the Notes or incurred in the operation of each Masse, includingreasonable expenses relating to the calling and holding of Noteholders Meetings in respect ofeach class of Notes, and all reasonable administrative expenses resolved upon by aNoteholders Meeting.

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INFORMATION RELATING TO THE COMPARTMENT

The Management Company shall publish information relating to the Compartment inaccordance 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 shallprepare and publish, in accordance with the then current and applicable accounting rules and practicesand 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 theCompartment;

(ii) the inventory of any other assets purchased by, and financial contractsentered 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, adetailed 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 duringthe financial year;

(b) the amount of the Compartment Cash by reference to the Assets Allocated to theCompartment;

(c) a description of the transactions carried out by the Compartment during the course ofthe financial year; and

(d) information relating to the Purchased Receivables, to any other assets owned by, andany financial contracts entered into by, the FCT with respect of the Compartment andthe Notes issued by the FCT with respect of the Compartment.

3. Any changes made to the rating reports on the Class A Notes and to the main features of theProspectus 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 annualactivity report.

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Half-yearly Information

Within three (3) months after the end of the first half of the financial year, the ManagementCompany shall prepare and publish, in accordance with the then current and applicable accountingrules and practices and under the supervision of the Custodian, a report of activity for the first half ofthe year which shall include:

1. the financial statements prepared by the Management Company mentioning their review bythe statutory auditor; these financial statements shall be prepared on a half-yearly basisincluding the inventory of the assets as specified in paragraph 1(a) above and the statementas to the liabilities;

2. the information specified in paragraphs 2(b), 2(c) and 2(d) of the above section entitledAnnual Information ; and

3. any changes made to the rating reports on the Class A Notes and to the main features of theProspectus and any event which may have an impact on the Notes issued by the FCT withrespect to the Compartment.

The statutory auditor certifies that the information contained in the report of activity for the firsthalf 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 anyother information documentation published by the Management Company with respect to theCompartment shall be provided to the Noteholders upon requests. Such reports will also be availableon the internet website of the Management Company (www.france-titrisation.fr) and at the principaloffice of the Custodian.

Additional Information

The Management Company shall publish on its internet website, or through any other meansthat it deems appropriate, any information regarding the Seller, the Servicer, the PurchasedReceivables, the Notes and the management of the Compartment which it considers significant inorder to ensure adequate and accurate information for the Noteholders.

In particular, the Management Company shall make available and shall publish the PrincipalDeficiency Amount, determined on each Payment Date during the Revolving Period and theAmortisation Period.

The Management Company shall prepare and provide to the Custodian the Investor Reportand the Annual Activity Report on each Calculation Date.

Any additional information shall be published by the Management Company as often as itdeems appropriate according to the circumstances affecting the Compartment and under itsresponsibility.

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SUBSCRIPTION OF THE CLASS A NOTES

Subscription of the Notes

Subject to the terms and conditions set out in the Class A Notes Subscription Agreement, theInitial Subscriber has, subject to certain conditions precedent, agreed, for the benefit of the FCT, that itshall subscribe and pay for all the Class A Notes on the Closing Date.

The proceeds of the issue of the Class A Notes remaining after giving effect to any set-offmechanism agreed between the FCT, the Initial Subscriber, the Class B Notes Subscriber, theResidual Units subscriber and the Seller on that date shall be remitted by the Initial Subscriber to thecredit of the Principal Account on the Closing Date.

Transfer Restrictions

EEA Standard Selling Restriction

In relation to each Member State of the European Economic Area which has implemented theProspectus Directive or where the Prospectus Directive is applied by the regulator (each, a "RelevantMember State"), each of the Joint Lead Managers and the Initial Subscriber has represented andagreed that with effect from and including the date on which the Prospectus Directive is implementedor applied in that Relevant Member State (the "Relevant Implementation Date") it has not made andwill not make an offer of Notes to the public in that Relevant Member State prior to the publication of aprospectus in relation to the Notes which has been approved by the competent authority in thatRelevant Member State or, where appropriate, approved in another Relevant Member State andnotified to the competent authority in that Relevant Member State, all in accordance with theProspectus Directive as implemented in the Relevant Member State, except that it may, with effectfrom and including the Relevant Implementation Date, make an offer of Notes to the public in thatRelevant Member State at any time:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if notso authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees duringthe last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) anannual net turnover of more than Euro 50,000,000, as shown in its last annual or consolidatedaccounts; or

(c) in any other circumstances which do not require the publication by the Issuer of a prospectuspursuant to article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Notes to the public in relation toany Notes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enable an investorto decide to purchase or subscribe the Notes, as the same may be varied in that Member State by anymeasure implementing the Prospectus Directive in that Member State and the expression"Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementingmeasure in each Relevant Member State.

Belgium

This offering does not constitute a public offering in Belgium. The offering has not been andwill not be notified to, and this document or any other offering material relating to the Notes has notbeen and will not be approved by, the Belgian Banking, Finance and Insurance Commission( Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- enAssurantiewezen ). Any representation to the contrary is unlawful.

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Each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed not tooffer sell, resell, transfer or deliver, or to take any steps thereto, directly or indirectly, any Notes, andnot to distribute or publish this document or any other material relating to the Notes or to the offering ina manner which would be construed as (i) a public offering under the Belgian Royal Decree of 7 July1999 on the public character of financial transactions or (ii) an offering of Notes to the public underDirective 2003/71/EC which triggers an obligation to publish a prospectus in Belgium. Any actioncontrary to these restrictions will cause the recipient and the Issuer to be in violation of the Belgiansecurities laws.

France

Under the Class A Notes Subscription Agreement, each of the Joint Lead Managers and theInitial Subscriber which is a party to such Class A Notes Subscription Agreement has severally but notjointly (sans solidarité) represented and agreed with the Management Company and the Custodianthat it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in theRepublic of France (appel public à l épargne), and has not distributed or caused to be distributed andwill not distribute or cause to be distributed to the public in the Republic of France, this Prospectus orany other offering material relating to the Notes, and that such offers, sales and distributions havebeen and shall only be made in France (a) in accordance with, article L. 411-2 of the French Monetaryand Financial Code to (i) qualified investors (investisseurs qualifiés) acting for their own account and/or(ii) a restricted circle of investors (cercle restreint d'investisseurs) acting for their own account and/or (iii)to persons providing portfolio management financial services (personnes fournissant le serviced investissement de gestion de portefeuille pour compte de tiers), each as defined in articles D. 411-1and D. 411-2 of the French Monetary and Financial Code and any implementing regulation or decreeand/or (b) to non-resident investors (investisseurs non-résidents).

Ireland

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 theInvestment Intermediaries Act, 1995 of Ireland, as amended, including, without limitation,Sections 9 and 23 (including advertising restrictions made thereunder) thereof and the codesof conduct made under Section 37 thereof or, in the case of a credit institution exercising itsrights under the Banking Consolidation Directive (2000/12/EC of 20th March, 2000) inconformity with the codes of conduct or practice made under Section 117(1) of the CentralBank 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 issueor pass on, in Ireland, any document received by it in connection with the issue of such Notesto persons who are persons to whom the documents may otherwise lawfully be issued orpassed 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 inIreland, it has complied and will comply with Section 49 of the 2005 Act.

Italy

The offering of the Notes has not been registered with the Commissione Nazionale per le Società e laBorsa ( CONSOB ). Each of the Joint Lead Managers and the Initial Subscriber has represented andagreed that it will not offer, sell or deliver the Notes or distribute any document relating to the Notes inItaly 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 article25(1)d of CONSOB Regulation 11522.

PAR3322943 203

(b) in compliance with article 129 of the legislative decree September 1, 1993, N°385 (theConsolidated Banking Act ) and the implementing Regulations of the Bank of Italy, pursuant

to which the issue or the offer of securities in Italy may need to be preceded and followed byan appropriate notice to be filed with the Bank of Italy unless an exemption, depending, interalia, on the aggregate value of the securities issued or offered in the Italy and theircharacteristics applies; and

(c) in compliance with any and all other applicable laws and regulations, including any notificationrequirement or limitation which may be imposed by CONSOB or the Bank of Italy, and, in anyevent, provided that any initial purchaser purchasing the Notes undertakes not to furtherdistribute or transfer the 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 Notes have not been and will not be registered under the Securities and Exchange Law ofJapan (Law No. 25 of 1948 as amended, the "SEL") and disclosure under the SEL has not been andwill not be made with respect to the Notes. Neither the 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 residentof Japan, except pursuant to an exemption from the registration requirements of, and otherwise incompliance with, the SEL and all other applicable laws, regulations and guidelines promulgated by therelevant Japanese governmental and regulatory authorities. As used in this paragraph, resident ofJapan means any person resident in Japan, including any corporation or other entity organised underthe laws of Japan.

Jersey

The Notes may not be offered to, sold to or purchased by person resident for income taxpurposes in Jersey (other than financial institutions in the ordinary course of business).

Luxembourg

The Notes may not be sold or publicly offered in the Grand-Duchy of Luxembourg. Each of theJoint Lead Managers and the Initial Subscriber has agreed that it has not and will not make any publicoffering or sales Notes of any class and have not distributed and will not distribute any offering materialrelating to the Notes of any class in or from the Grand-Duchy of Luxembourg, except for those Notes inrespect of which requirements of Luxembourg law concerning public offerings of securities in theGrand-Duchy of Luxembourg have been fulfilled.

Netherlands

Each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed that itwill not offer or sell, transfer or deliver in or from the Netherlands, the Notes, as part of their initialdistribution, or at any time thereafter, directly or indirectly, other than to individuals or legal entities inthe Netherlands who or which trade or invest insecurities in the conduct of a profession or trade withinthe meaning of section 2 of the exemption regulation to the Netherlands Securities Market SupervisionAct 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 investorsand other parties, including treasury departments of commercial enterprises which are regularly activein the financial markets in a professional manner.

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United Kingdom

Under the Class A Notes Subscription Agreement to which it is a party, each of the Joint LeadManagers 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 causeto be communicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of theNotes 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 toanything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

United States of America

The Notes have not been and will not be registered under the United States Securities Act of1933, as amended (the Securities Act ) and may not be offered or sold within the United States orto, or for the account or benefit of U.S. persons except in certain transactions exempt from theregistration requirements of the Securities Act. Terms used in this paragraph have the meanings givento them by Regulation S ( Regulation S ) of the Securities Act. Until forty (40) days after thecommencement of the offering of any Notes, an offer or sale of such Notes within the United States byany dealer (whether or not participating in the offering) may violate the registration requirements of theSecurities Act if such offer or sale is made otherwise than in accordance with an available exemptionfrom registration under the Securities Act

General

No action has been or will be taken in any jurisdiction by any Joint Lead Manager that would,or is intended to, permit a public offering of the Class A Notes, or possession or distribution of thisProspectus or any other material, in any country or jurisdiction where action for that purpose isrequired. Persons into whose hands this Prospectus comes are required by each of the Joint LeadManagers and the Initial Subscriber to comply with all applicable laws and regulations in each countryor jurisdiction in which they purchase, offer, sell or deliver Class A Notes or have in their possession,distribute or publish this Prospectus or any other offering material relating to the Class A Notes, in allcases at their own expense.

PAR3322943 205

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 AMFGeneral Regulations (Règlement Général de l Autorité des Marchés Financiers), (i) theGeneral Memorandum (Note de Référence Générale) was registered with the Autorité desMarchés Financiers on 28 October 2010 under number NR10-01 and (ii) this Prospectus wasgranted a visa number FCT N°12-17 by the Autorité des Marchés Financiers on 19 July 2012.

2. Listing on Regulated Markets: Application has been made to list the Class A Notes on theParis Stock Exchange (Euronext Paris).

3. Clearing Systems Clearing Codes ISIN Numbers: The Class A Notes have been acceptedfor clearance through Euroclear and Clearstream Banking. The Common Codes and ISINs foreach class of Notes are as follows:

Common Code ISIN

Class A Notes 080444907 FR0011288547

4. Documents available: The General Memorandum (Note de Référence Générale) and thisProspectus shall be made available free of charge, to the Noteholders, at the respective headoffices of the Management Company, the Custodian and the Joint Lead Managers (theaddresses of which are specified on the last page of this Prospectus). Copies of the GeneralRegulations and of the Compartment Regulations shall be made available for inspection by theNotetholders 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. 214-49-9 of the French Monetary andFinancial Code, the statutory auditor of the FCT and the Compartment (Deloitte & Associés,185, avenue Charles de Gaulle, 95524 Neuilly-sur-Seine Cedex, France) have been appointedfor six (6) financial years, by the board of directors of the Management Company with the priorapproval of the Autorité des Marchés Financiers. Under the applicable laws and regulations,the statutory auditor will establish the accounting documents relating to the Compartment. Incompliance with article L. 214-48-II of the French Monetary and Financial Code, the accountsof 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 andsubstantive part of this Prospectus. The investors, subscribers and Unitholders shall take intoconsideration such additional information contained in these Appendices.

Appendix I - Glossary of Defined Terms

Appendix II - Notes Description Table

Appendix III - Ratings

Appendix IV - Rating Document issued by Fitch

Appendix V - Rating Document issued by S&P

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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 creditinstitutions and investment firms, as amended from time to time.

2010 Order means the order (arrêté) of 25 August 2010 modifying several regulatory provisionsrelating to prudential control of credit institutions and investment firms.

Accelerated Amortisation Event means any of the events defined in Section OPERATION OFTHE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ONTHE PERIODS of this Prospectus, upon the occurrence of which, the Revolving Period ends and theAccelerated Amortisation Period begins or the Amortisation Period ends and the AcceleratedAmortisation Period begins.

Accelerated Amortisation Period means, subject to no Compartment Liquidation Event havingoccurred, the period beginning on the first Payment Date following the date on which an AcceleratedAmortisation Event occurs and ending on the earlier of (i) the date on which the Principal AmountOutstanding of each Note is reduced to zero and (iii) the Final Legal Maturity Date.

Accelerated Priority of Payments has the meaning given to it in Section OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS Priority of Payments during the Accelerated Amortisation Period .

Account Bank Required Ratings means (i) the A (long term) and the F-1 (short-term) ratingsassigned by Fitch and (ii) the A (long-term) and the A-1 (short-term) ratings assigned by S&P, or,where the relevant party is not subject to a short-term rating by S&P, the A+ (long terme) ratingassigned by S&P to the unsecured, unsubordinated and unguaranteed debt obligations of suchrelevant party.

Additional Receivables means the Series of Receivables purchased by the FCT and allocated tothe Compartment on any Purchase Date other than the First Purchase Date in accordance with theMaster Purchase Agreement.

Adjusted Available Collections means, with respect to any Collection Period and in relation to anyPayment Date, all amounts subject to any adjustment of the Available Collections with respect to theprevious Collection Periods, due to:

(a) overpayments by a Debtor;

(b) reallocations of funds received from a Debtor in relation to several contracts; or

(c) regularisations following an error in the allocation of funds received, due to a similarity ofnames.

Adjusted Available Principal Collections means, with respect to any Collection Period and on anySettlement Date, all amounts subject to any adjustment of the Available Principal Collections withrespect to the previous Collection Periods.

Alternative Receivables means, with respect to any Car, the Purchase Option Receivables, theCar Sale Receivables, the Termination Indemnity Receivables, the Replacement Value Receivables,the Excess Value Receivables, the Returned Car Expense Receivables, the Original Car PurchaseReceivables and, as the case may be and to the extent not subject to any restriction on assignment,the Individual Insurance Receivable which are due or may become due and payable to the Seller inconnection with that Car.

Amortisation Event means one of the events defined in Section OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE

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PERIODS of this Prospectus, upon the occurrence of which, the Revolving Period ends and theAmortisation Period begins.

Amortisation Period means the period (A) commencing (i) at the latest as on the Payment Datefalling in February 2015 (inclusive) or (ii) earlier on the Payment Date immediately following theoccurrence of an Amortisation Event and (B) ending on the earlier of (i) the date on which the PrincipalAmount Outstanding of each Note is reduced to zero, (ii) the date on which a Compartment LiquidationEvent or an Accelerated Amortisation Event occurs and (iii) the Final Legal Maturity Date.

Amortisation Principal Component means, in respect of each Auto Lease Contract considered onan individual basis:

(a) in respect of the Scheduled Payments under that Auto Lease Contract and a given LeasePayment Due Date, the Scheduled Principal Payment on that Lease Payment Due Date;

(b) in respect of any Prepayment under the relevant Auto Lease Contract, the lower of (a) theamount of such Prepayment and (b) the Outstanding Principal Discounted Balance of such AutoLease Contract immediately before such Prepayment; and

(c) any other amount applied to the amortisation of the Outstanding Balance of the relevant AutoLease Contract.

Ancillary Rights means any rights or guarantees which secure the payment of the PurchasedReceivables under the terms of the Auto Lease Contracts. The Ancillary Rights shall be transferred tothe Compartment together with the relevant Purchased Receivables on each Purchase Date pursuantand subject to the Master Purchase Agreement. If applicable, the following rights are Ancillary Rights:

(a) any and all present and future claims benefiting to Crédipar under any Collective InsuranceContracts relating to an Auto Lease Contract; and

(b) any other security interest and more generally any sureties, guarantees, insurance and otheragreements or arrangements of whatever character in favour of Crédipar supporting orsecuring 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 eachCollection Period of the financial year;

(b) the amount of the Compartment Cash by reference to the Assets Allocated to theCompartment;

(c) a description of the transactions carried out by the Compartment during the course of eachCollection Period of the financial year; and

(d) information relating to the Purchased Receivables, to any other assets owned by, and anyfinancial contracts entered into by, the FCT with respect of the Compartment and the Notesissued by the FCT with respect of the Compartment.

Assets Allocated to the Compartment has the meaning assigned to it in Section DESCRIPTIONOF THE ASSETS ALLOCATED TO THE COMPARTMENT .

Authorised Investments means the financial instruments which are the object of investment by theCompartment Cash Manager pursuant to the Compartment Cash Management Agreement.

Auto Lease Contract means the lease agreement entered into between the Seller and a Debtor inrespect of a Car, being (i) Professional Auto Lease Contracts and (ii) Consumer Auto Lease Contracts.

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Each Auto Lease Contract includes an option for the Debtor to purchase the relevant Car during theterm or at the end of such Auto Lease Contract.

Available Amortisation Amount means, in respect of each Payment Date during the AmortisationPeriod, 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 AmountOutstanding of the Class B Notes as calculated on the immediately preceding Payment Date (oras the case may be, on the Closing Date if such Payment Date falls on 25 September 2012);and

(ii) is the Outstanding Principal Discounted Balance of all Performing Auto Lease Contracts ascalculated on the immediately preceding Determination Date.

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

(a) all cash collections (payments of principal, interest, arrears, late payments, penalties andancillary payments) collected by the Servicer during such Collection Period in relation to thePurchased Receivables (to the exclusion, for the avoidance of doubt, of any amount relatedto VAT, any insurance premium or services fees related thereto) (including (aa)Prepayments (and the related prepayment penalties), (bb) all Recoveries, (cc) all amountspaid in connection with (x) the indemnity payment paid by any of the Seller in respect of non-compliant Receivables and the termination of the assignment of any Purchased Receivable(subject to any set-off with the payment of the Purchase Price of Purchased Receivables tobe purchased on the relevant Purchase Date) and/or (y) the indemnity payment paid by theSeller in the event of Commercial Renegotiation of any Receivable (subject to any set-offwith the payment of the Purchase Price of Purchased Receivables to be purchased on therelevant Purchase Date) and (dd) any amounts paid to Crédipar by the Collective Insurersunder the Collective Insurance Contracts);

(b) any amount debited by the Management Company from the Commingling Reserve Fund onthat Settlement Date in the event of a breach by the Servicer of its financial obligations(obligations financières) during that Collection Period under the Master ServicingAgreement; and

(c) any amount debited by the Management Company from the Performance Reserve Fund onthat Settlement Date in the event of a breach by the Seller of any Seller PerformanceUndertakings during that Collection Period.

plus or minus, as the case may be any Adjusted Available Collections and it being understood that:

(i) the Commingling Reserve Fund shall not form part of Available Collections as long as theServicer complies with its financial obligations under the Master Servicing Agreement; and

(ii) the Performance Reserve Fund shall not form part of Available Collections as long as noCompensation Payment Obligations become due and payable by the Seller.

Available Distribution Amount means:

(a) on each Payment Date during the Revolving Period and the Amortisation Period, theaggregate of the Available Principal Amount, the Available Interest Amount and the balancestanding to the credit of the General Reserve Account; and

(b) on each Payment Date during the Accelerated Amortisation Period, the aggregate of thebalance standing to the credit of the General Collection Account, the Interest Account, thePrincipal Account and the General Reserve Account,

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Available Interest Amount means, on any Settlement Date, the sum of:

(a) the Available Interest Collections and in respect of the Collection Period immediately precedingsuch Settlement Date;

(b) the income generated by the Authorised Investments (but excluding any interest or investmentincome earned in respect of the General Reserve Account, the Performance Reserve Accountor the Commingling Reserve Account) since the Settlement Date immediately preceding suchSettlement Date;

(c) all payments received from the Interest Rate Swap Counterparties (including, as the case maybe, any amounts paid by any eligible replacement interest rate swap counterparty) in respectof such Settlement Date ;

(d) as the case may be, the excess, if any, of (i) any replacement swap premium (soulte) paid byany eligible replacement interest rate swap counterparty upon entering into an interest rateswap agreement with the FCT over (ii) the termination amounts due by the FCT to an InterestRate Swap Counterparty in the event of an early termination of the corresponding Interest RateSwap Agreement;

(e) all payments received from the Junior Swap Provider in respect of such Settlement Date; and

(f) the General Reserve Fund.

Available Interest Collections means, on any Settlement Date and in respect of the CollectionPeriod immediately preceding such Settlement Date, an amount equal to the difference betweenAvailable Collections and Available Principal Collections and excluding, during the Revolving Periodand the Amortisation Period only, any Available Collections in relation to which the ManagementCompany has not received confirmation from the Servicer (whether in the Monthly Servicer Report orotherwise) as to whether they constitute or not Available Principal Collections.

Available Principal Amount means, on any Payment Date and in respect of the Collection Periodimmediately preceding such Payment Date, an amount equal to the sum of:

(a) the Available Principal Collections in respect of that Collection Period; and

(b) the remaining balance standing to the credit of the Principal Account on the precedingPayment Date (but after the application of the relevant Priority of Payments).

Available Principal Collections means, on any Settlement Date and in respect of the CollectionPeriod immediately preceding such Settlement Date, the sum of:

(a) for each Performing Auto Lease Contracts, the amount of the Amortisation PrincipalComponent collected under that Performing Auto Lease Contracts during that CollectionPeriod;

(b) the principal component of any amount paid during such Collection Period in respect of theindemnification or the rescission (résolution) of the assignment of any Series of Receivables bythe Seller;

(c) the principal component of any amount paid by any insurance company under the InsuranceContracts (which do not already form part of the Scheduled Principal Payments) during suchCollection Period;

(d) the principal component of any amount debited by the Management Company from theCommingling Reserve Fund on that Settlement Date in the event of a breach by the Servicer ofits financial obligations (obligations financières) during that Collection Period under the Master

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Servicing Agreement;

(e) the principal component of any amount debited by the Management Company from thePerformance Reserve Fund on that Settlement Date in the event of a breach by the Seller ofany Seller Performance Undertakings during that Collection Period;

(f) the Recoveries.

plus or minus, as the case may be, any Adjusted Available Principal Collections.

Available Purchase Amount means, during the Revolving Period, on each Subsequent PurchaseDate of any month during which a Payment Date occurs, an amount equal to the lesser of thefollowing:

(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 withthe Interest Priority of Payments and the priority order set out in paragraph (a) of the PrincipalPriority of Payments.

Average Delinquency Ratio means, on any Determination Date, the arithmetic mean of the lastthree (3) available Delinquency Ratios (including the Delinquency Ratio calculated on thatDetermination Date). If less than three (3) observations are available, the Average Delinquency Ratiowill be the arithmetic mean of the available observed Delinquency Ratios.

Back-to-Back Swap Agreement means the interest rate swap agreement entered into between anInterest Rate Swap Counterparty and Banque PSA Finance on or prior the Closing Date in connectionwith the Interest Rate Swap Agreement entered into on or about the same date between the FCT andsuch 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), registeredwith the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as acredit institution by the Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d Investissement) (now the Autorité de ContrôlePrudentiel), in its capacity as Custodian, Compartment Cash Manager and Junior Swap Provider.

Business Day means a day which is a Target Business Day other than a Saturday, a Sunday or apublic holiday in Paris (France).

Calculation Date means the fifth (5th) Business Day before each Payment Date.

Car means any vehicle which is earth-borne, four-wheeled, with at least two powered wheels,weighing 3,500 kilograms or less, used by a Debtor for personal (private or commercial) orprofessional purposes, and the identification number (numéro de série code VIN) of which is set outin one of the Data Files remitted by the Seller to the Management Company on any Purchase Date.

Car Manufacturer means any of Automobiles Peugeot or Automobiles Citroën as manufacturer ofthe Cars.

Car Sale Contract means any car sale contract or agreement (whether or not in writing) enteredinto between Crédipar and a third party whatsoever and providing for the sale or transfer of one orseveral Cars by Crédipar to that third party, whether following (a) the return of the relevant Car(s) toCrédipar at the end of an Auto Lease Contract or (b) repossession of the relevant Car(s) following adefault by the relevant Debtor under an Auto Lease Contract or (c) any other circumstances (withoutprejudice to the undertakings of Crédipar under the Transaction Documents).

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Car Sale Proceed means, in respect of a Car Sale Receivable, the proceeds received by the Sellerfrom the purchaser of the relevant Car.

Car Sale Receivables means any amounts (excluding VAT) payable by any third party to Crédiparfollowing the sale or transfer of one or several Cars by Crédipar to that third party in accordance with aCar Sale Contract.

Class A Interest Amount means the interest amounts due in respect of each Class A Note on eachPayment Date. This amount is calculated by multiplying the applicable Interest Rate by the PrincipalAmounts Outstanding of such Class A Note as determined by the Management Company at thebeginning of the corresponding Interest Period on the basis of the exact number of days elapsed insuch Interest Period and a 360 day year.

Class A Note means each of the 7,236 Class A Notes issued by the FCT in connection with theCompartment corresponding to an initial nominal amount equal to 100,000, bearing interest at theannual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the RelevantMargin.

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 ANDCONDITIONS OF THE NOTES Representation of the Noteholders .

Class A Notes Interest Shortfall means, in respect of any Payment Date, the positive difference, ifany, existing between the Class A Interest Amounts due on a Payment Date and the Class A InterestAmounts effectively paid to the Class A Noteholders on such Payment Date.

Class A Notes Subscription Agreement means the subscription agreement entered into on orbefore the Closing Date between the Management Company, the Custodian, the Seller and the JointLead Managers.

Class A Principal Payment means, during the Amortisation Period, the principal amount payable tothe Class A Noteholders on each Payment Date as calculated by the Management Company as setout in Section TERMS AND CONDITIONS OF THE NOTES Redemption ).

Class B Interest Amount means the interest amounts due in respect of each Class B Note on eachPayment Date. This amount is calculated by multiplying the applicable Interest Rate by the PrincipalAmount Outstanding of such Class B Note as determined by the Management Company at thebeginning of the corresponding Interest Period on the basis of the exact number of days elapsed insuch Interest Period and a 360 day year.

Class B Note means each of the 3,564 Class B Notes issued by the FCT in connection with theCompartment corresponding with an initial nominal amount equal to 100,000, bearing interest at theannual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the RelevantMargin.

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 ANDCONDITIONS OF THE NOTES Representation of the Noteholders .

Class B Notes Interest Shortfall means, in respect of any Payment Date, the positive difference (ifany) existing between the Class B Interest Amounts due on a Payment Date and the Class B InterestAmounts effectively payable to the Class B Noteholders on such Payment Date.

Class B Principal Payment means, during the Amortisation Period, the principal amount payable tothe Class B Noteholders on each Payment Date as calculated by the Management Company as setout in Section TERMS AND CONDITIONS OF THE NOTES Redemption ).

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Class B Notes and Residual Units Subscription Agreement means the agreement entered intoon or before the Closing Date between the Management Company, Banque PSA Finance in itscapacity of Custodian and Class B Subscriber, Crédipar in its capacity of Seller and subscriber of theResidual Units.

Class B Notes Subscriber means Banque PSA Finance.

Clearing Systems means each of Euroclear France and Clearstream Banking, with which theManagement Company will register the Class A Notes on the Closing Date.

Clearstream Banking means Clearstream Banking Luxembourg S.A..

Closing Date means 24 July 2012.

Collateral Accounts means, in respect of each Interest Rate Swap Counterparty, the cash account(the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty,if applicable, will be held and the custody account in which such securities provided by the InterestRate Swap Counterparty, if applicable, will be held (the Collateral Custody Account ).

Collection Date means any day on which moneys are collected in respect of the PurchasedReceivables. The first Collection Date shall fall on 12 July 2012.

Collection Period means, in respect of a Settlement Date, the calendar month immediatelypreceding such Settlement Date provided that the first Collection Period is the period which shall beginon the first Collection Date and shall end on 31 August 2012.

Collective Employment Insurance Contract means any insurance contract entered into by aDebtor with a Collective Insurer in connection with an Auto Lease Contract, and relating to the loss ofemployment of that Debtor.

Collective Employment Insurance Receivables means any amounts payable by an insurancecompany in relation to a Collective Employment Insurance Contract.

Collective Insurance Contracts means a Collective Employment Insurance Contract, a CollectiveLife Insurance Contract or a Collective Replacement Insurance Contract.

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 ManagementCompany on the First Purchase Date, as the same may be amended following the updates providedby the Seller to the Management Company on each Subsequent Purchase Date;

Collective Life Insurance Contract means any insurance contract entered into by a Debtor with aCollective Insurer in connection with an Auto Lease Contract, to cover the death and/or incapacity towork of that Debtor.

Collective Replacement Insurance Contract means any insurance contract entered into by aDebtor with a Collective Insurer in connection with an Auto Lease Contract, to cover, in case ofdestruction or theft of a Car, (i) the Excess Value and (ii) the difference between the value of thedestroyed or stolen Car and the replacement vehicle purchased, as the case may be, by the Debtor.

Commercial Renegotiation means a renegotiation carried out by the Servicer in respect of aPurchased 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 anyother entity of the PSA Group, to the Commingling Reserve Account on the Closing Date, and adjustedthereafter, as applicable, as security for the full and timely payment of all the financial obligations of theServicer towards the FCT under the Master Servicing Agreement.

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Commingling Reserve Required Amount means:

(a) on the Closing Date, an amount equal to 21,453,901; and

(b) in relation to any Payment Date, an amount as calculated by the Management Company equalto (PODB*MPR + TERVPOP*PTPL)x1.25,

where:

PODB means the Outstanding Principal Discounted Balance of all Performing Receivablestaking into account as the case may be, the Additional Receivables purchased at the PurchaseDate immediately preceding such Payment Date;

MPR is the maximum of the Monthly Prepayment Rate as determined by the ManagementCompany on the immediately preceding twelve (12) Determination Dates (and for dates beforethe Closing Date, assuming that the Monthly Prepayment Rate is equal to 1.5%).

TERVPOP (standing for exercised residual value purchase option price ) is an amount equalto the Residual Value Purchase Option Price of the Auto Lease Contracts which are maturingin the next Collection Period, (and at the Closing Date, 2 407 820,40 ).

PTPL (standing for percentage of tripartite leases ) is an amount equal to the ratio between(i) the sum of the Outstanding Principal Discounted Balance of all Performing Location avecOption d Achat Tripartites Receivables and the Outstanding Principal Discounted Balance ofall Performing Crédit Bail Tripartites Receivables and (ii) the Outstanding PrincipalDiscounted Balance of all Performing Receivables.

Commingling Reserve Account means the bank account opened in the name of the FCT with theCompartment Account Bank and allocated to the Compartment by the Management Company to whichthe Servicer or, as the case may be, any other entity of the PSA Group will credit the ComminglingReserve on the Closing Date.

Commingling Reserve Fund means the amounts standing to the credit of the Commingling ReserveAccount from time to time.

Compartment means AUTO ABS COMPARTIMENT 2012-1, a compartment of the FCT jointlyestablished by the Management Company and the Custodian. The Compartment is governed by L.214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 ofthe French Monetary and Financial Code, the General Regulations and the Compartment Regulations.

Compartment Account Bank Agreement means the agreement entered on or before the ClosingDate between the Management Company, the Custodian and the Compartment Account Bank inconnection with the keeping and management of the Compartment Accounts.

Compartment Account Bank means Crédit Agricole Corporate and Investment Bank, a sociétéanonyme with a share capital of 7,254,575,271, whose registered office is located at 9 quai duPrésident Paul Doumer, 92 920 Paris La Défense Cedex (France), registered with the Trade andCompanies Registry of Nanterre (France) under number 304 187 701, licensed as a credit institution(établissement de crédit) with the status of bank (banque) by the French Credit Institutions andInvestment Companies Committee (Comité des Etablissements de Crédit et des Entreprisesd Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as compartment accountbank under the Compartment Account Bank Agreement.

Compartment Accounts means each of the following bank accounts: the General CollectionAccount, the Principal Account, the Interest Account, the General Reserve Account, the PerformanceReserve Account, the Commingling Reserve Account and the Collateral Accounts (as the case maybe). The Compartment Accounts shall be held by the Compartment Account Bank under the terms ofthe Compartment Account Bank Agreement. As of the Closing Date, the Management Company shallallocate the above accounts exclusively to the Compartment.

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Compartment Cash means the monies paid into the Compartment Bank Accounts and comprisingthe amounts standing from time to time to the credit of the Compartment Accounts and pendingallocation. The Compartment Cash shall be invested by the Compartment Cash Manager pursuant tothe Compartment Cash Management Agreement.

Compartment Cash Management Agreement means the agreement entered into on or before theClosing Date between the Management Company, the Custodian, the Compartment Account Bankand 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 themanagement and investment of the Compartment Cash.

Compartment Cash Manager means Banque PSA Finance, a société anonyme with a sharecapital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325952 224, licensed as a credit institution by the Credit Institutions and Investment CompaniesCommittee (Comité des Etablissements de Crédit et des Entreprises d Investissement), in its capacityas compartment cash manager under the Compartment Cash Management Agreement.

Compartment Establishment Date means the Closing Date.

Compartment Expenses means the Servicing Fee, all expenses and fees due to the ManagementCompany (including the fees due to the statutory auditor of the FCT which will be paid directly by theManagement Company to such statutory auditor), the Custodian, the Compartment Account Bank, thePaying Agent, the Data Protection Agent and the Compartment Cash Manager and such other feesand 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 Representativeand referred to in Condition 7 (Representation of the Noteholders) of the Notes and all reasonableexpenses relating to any notice and publication made in accordance with Condition 8 (Notices) of theNotes or incurred in the operation of each Masse, including reasonable expenses relating to the callingand holding of Noteholders Meetings in respect of each class of Notes, and all reasonableadministrative expenses resolved upon by a Noteholders Meeting.

Compartment Expenses Arrears means the difference (if any) between the amount ofCompartment Expenses due and payable on any Payment Date and the amount of CompartmentExpenses which have been paid on such Payment Date.

Compartment Liquidation Date means the date on which the Compartment is liquidated, which willbe the date falling six months after the maturity date of the last Purchased Receivable, save if the FCTis liquidated earlier following the occurrence of an Compartment Liquidation Event, in which case theCompartment Liquidation Date shall be the date on which all of the then outstanding PurchasedReceivables will have been sold by the FCT.

Compartment Liquidation Event means one of the events set out in Section LIQUIDATION OFTHE 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 Datebetween the Management Company and the Custodian, in connection with the establishment, theoperation and the liquidation of the Compartment.

Compensation Payment Obligation means, in respect of any Auto Lease Contract, the financialobligation of the Seller to indemnify the FCT by paying an amount equal to the Outstanding PrincipalDiscounted Balance in respect of such Auto Lease Contract in case of a breach by the Seller of theSeller Performance Undertakings.

Consumer Auto Lease Contracts means French Contrats de Locations avec Option d'achat i.e.lease agreements entered into with a Private Debtor

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Consumer Credit Legislation means the statutory consumer protection provisions in the FrenchCode de la Consommation.

Contentious Renegotiation means a renegotiation of a Purchase Receivable carried out by theServicer if the Purchased Receivable has become a Defaulted Receivable or if a Debtor is referred tothe consumer over-indebtedness committee or, if a complaint is made to the court/tribunal pursuant toTitle III of Book III of the Consumers Code, or article 1244-1 of the Civil Code, or under any othersimilar procedure as defined by any regulations in force.

Contract Eligibility Criteria means the criteria and specifications with which each Auto LeaseContract relating to a Series of Receivables must comply in order for such Series of Receivables to bepurchased at each Purchase Date by the FCT (without prejudice to the Receivables Eligibility Criteria)(see Section DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ).

Contractual Documents means the Auto Lease Contracts and any other related documentsentered into by the Seller in connection with the Series of Receivables.

Corporate Debtor means each Debtor which is an individual using the relevant Car for professionalpurposes or a small or medium sized company.

CPR means, in respect of any Collection Period, the prepayment compound rate (expressed on anannual basis) calculated on each Determination Date by the Management Company as a function ofthe monthly rate determined by the ratio of:

(a) the total Outstanding Principal Discounted Balance of the Performing Auto Lease Contractswhich have been prepaid recorded during such Collection Period; and

(b) the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto LeaseContracts on the Determination Date of the immediately preceding Collection Period less theScheduled Principal Payment in respect of such Performing Auto Lease Contracts and of suchCollection 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.

Crédit Bail Bipartites means a lease agreement entered into between the Seller and a Debtor tofinance a Car for professional use, where no additional agreement is entered into between the Debtorand a PSA Car Dealer.

Crédit Bail Tripartites means a lease agreement entered into between the Seller and a Debtorto finance a Car for professional use which is associated with an additional agreement entered intobetween the Debtor and a PSA Car Dealer according to which the PSA Car Dealer is obliged topurchase the Car from Crédipar at maturity of CB Tripartites Auto Lease Contract, should the Debtorelect not to exercise its Purchase Option.

Credit Reversal means any amount of Available Collections credited or transferred to the SpeciallyDedicated Bank Account but subsequently rejected (like unpaid checks (chèques sans provision) orrejected direct payments).

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), registeredwith the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as acredit institution by the Credit Institutions and Investment Companies Committee (Comité desEtablissements de Crédit et des Entreprises d Investissement), in its capacity as founder of theCompartment and custodian of the Assets Allocated to the Compartment and, more generally, as

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founder of the FCT and custodian of the assets of the FCT, under the Compartment Regulations andGeneral Regulations.

Data Protection Agent means BNP Paribas Securities Services, a société en commandite paractions 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) undernumber 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 desEtablissements de Crédit et des Entreprises d Investissement) (now the Autorité de ContrôlePrudentiel), 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 ManagementCompany, with the prior approval of the Custodian, under the provisions of the Data ProtectionAgreement.

Debtor means each Private Debtor or Corporate Debtor who has entered into an Auto LeaseContract with the Seller.

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 thepurpose of selling the Cars retrieved from Debtors (in case where the latter chooses not to exercisethe purchase option at the maturity of the relevant Auto Lease Contract, or if the Auto Lease Contractis terminated following the default of the Debtor), provided by the Seller to the FCT on the ClosingDate and mentioning the name, address, telephone and facsimile number and e-mail address of eachauctioneer.

Decryption Key means in respect of the Purchased Receivables and the related encryptedinformation delivered by the Seller to the Management Company pursuant to the Master PurchaseAgreement, the code delivered on each Purchase Date by the Seller to the Data Protection Agent thatallows for the decoding of the encrypted information received by the Management Company.

Defaulted Auto Lease Contract means any Auto Lease Contract in respect of which a DefaultedReceivable has arisen.

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; or

(b) the Servicer, acting in accordance with the Servicing Procedures, has terminated oraccelerated the underlying Auto Lease Contract, or has written off or made provision againstany definitive losses at any time prior to the expiry of the period referred to in (a) above.

Delinquency Ratio means, on any Determination Date, the ratio between (a) the aggregateOutstanding Principal Discounted Balances of all Delinquent Auto Lease Contracts and (b) theaggregate Outstanding Principal Discounted Balances of all Performing Auto Lease Contracts on theDetermination Date of the immediately preceding Collection Period.

Delinquent Auto Lease Contract means any Auto Lease Contract in respect of which a DelinquentReceivable has arisen.

Delinquent Receivable means any Performing Receivable in respect of which an amount isoverdue for strictly less than 150 calendar days.

Determination Date means the last day of each calendar month.

Discount Rate means, in respect of each Series of Receivables, and with reference to the PurchaseDate of such Series of Receivables the higher of:

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(a) the Implicit Interest Rate of the relevant Auto Lease Contract; and

(b) 9.5%

Eligibility Criteria means the criteria and specifications with which each Series of Receivables mustcomply in order to be purchased at each Purchase Date by the FCT (see Section DESCRIPTION OFTHE AUTO LEASE CONTRACTS AND THE RECEIVABLES ).

Encrypted Data File means any electronically readable data tape containing encrypted informationrelating to the personal data provided under paragraphs 2. of the lists of data set out in schedules 3and 4 to the Master Purchase Agreement in respect of (i) each Debtor for each Receivable identified inthe latest Receivables Purchase Offer (only to the extent the Revolving Period is continuing) and (ii)each Debtor of an outstanding Purchased Receivable (either a Performing Receivable, a DefaultedReceivable or a Delinquent Receivable, but excluding such Receivable (x) the transfer of which hasbeen 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 overnightunsecured lending transactions in the Euro-Zone interbank market as calculated by the EuropeanBanking Federation which appears on the Telerate page 247 and the Reuters page EURIBOR as of7.00 p.m. (Brussels time), on that day (or: (a) such other page as may replace Telerate pages 247 andthe Reuters page EURIBOR on that service for the purpose of displaying such information; or (b) if thatservice ceases to display such information, such page as displays such information on such service asmay replace the Dow Jones/Telerate monitor).

If, on any day, the rate is unavailable at such time and on such day the Management Company willrequest the principal Paris office of four (4) of the Reference Banks to provide it with its offeredquotation to leading banks in the Euro-zone interbank market as at 11.00 a.m. (Brussels time) on theday immediately following the day in question. The EONIA for the relevant day shall be determined, onthe basis of the offered quotations of those Reference Banks, as the arithmetic mean (roundedupwards 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 offeredquotations 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 providingsuch quotations;

(b) if, on any such day, one (1) only or none of the Reference Banks provides the ManagementCompany with such an offered quotation, the Management Company will forthwith designate ingood faith two (2) banks (or, where one (1) only of the Reference Banks provides such aquotation, one (1) additional bank) to provide such a quotation or quotations to theManagement Company and the EONIA for the day in question shall be determined, as outlinedabove, on the basis of the offered quotations of such banks as so designated (or, as the casemay be, the offered quotations of such banks as so designated and the relevant ReferenceBank); and

(c) if no such bank(s) is (are) so designated or such bank(s) as so designated does (do) notprovide such a quotation(s), then the EONIA for the relevant day will be the EONIA in effect forthe last preceding day to which the foregoing provisions of this definition shall have applied.

EURIBOR means:

(a) European Interbank Offered Rate, the Euro-zone interbank rate applicable in the Euro-zonecalculated by the Banking Federation of the European Union by reference to the interbankrates determined by the credit institutions appointed for this purpose by the BankingFederation of the European Union, published by the European Central Bank in respect of theapplicable rate for each Interest Period. The EURIBOR rate is published by Telerate Page No.248 (or such other page as may replace Telerate Screen Page No. 248 on that service for thepurpose of displaying such information or if that service ceases to display such information,

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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 BusinessDays prior to any Payment Date; or

(b) if, on any Determination Date, the Screen Rate is unavailable at such time on such date, theManagement 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 providethe Management Company with their quoted rates to premium banks in the Euro-zoneinterbank market for 3 month euro deposits in the Euro-zone and for 1 month euro deposits inthe Euro-zone at or about 11.00 a.m. (Paris time) in each case on the relevant DeterminationDate. The relevant EURIBOR Reference Rate shall be determined on the basis of the offeredquotations of those Reference Banks. If, on any such Determination Date, two or three only ofthe Reference Banks provide such offered quotations to the Management Company, therelevant EURIBOR Reference Rate for the relevant Interest Period shall be determined, asaforesaid, on the basis of the offered quotations of those Reference Banks providing suchquotations. If, on any such Determination Date, one only or none of the Reference Banksprovides the Management Company with such an offered quotation, the ManagementCompany shall agree two banks (or, where one only of the Reference Banks provides such aquotation, one additional bank) to provide such a quotation or quotations to the ManagementCompany and the relevant EURIBOR reference rate for the relevant Interest Period in questionshall be determined, as aforesaid, on the basis of the offered quotations of such banks as soagreed (or, as the case may be, the offered quotations of such bank as so agreed and therelevant Reference Bank). If no such bank or banks is or are so agreed or such bank or banksas so agreed does or do not provide such a quotation or quotations, then the relevantEURIBOR Reference Rate for the relevant Interest Period shall be the relevant EURIBORReference Rate in effect for the last preceding Interest Period to which paragraph (a) or theforegoing provisions of this paragraph (b) shall have applied.

EURIBOR Reference Rate means 1-month EURIBOR (or, in the case of the first Interest Period,the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3-month EURIBOR) inrespect of each Interest Period during the Revolving Period and the Amortisation Period and theAccelerated Amortisation Period

EURO , EUR or is the currency of the Republic of France since the beginning on 1 January1999 of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing theEuropean Economic Community, as amended by the Treaty on the European Union. According to theprovisions of article L. 111-1 of the French Monetary and Financial Code, the Euro is the lawfulcurrency of the Republic of France.

Euroclear means Euroclear France.

Euro-Zone means the region comprised of the Member States of the European Union that adoptsthe single currency in accordance with the Treaty establishing the European Community (signed inRome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7February 1992).

Excess Margin means the excess cash flow resulting on any Payment Date from the positivedifference (if any) between:

(A) the Available Interest Amount, excluding (i) the General Reserve, (ii) the Commingling Reserve(as the case may be) and (iii) the Performance Reserve (as the case may be); and

(B) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Fixed SwapAmount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amounts dueto the Junior Swap Provider and (iv) the Class A Interest Amount and the Class B Notes InterestAmount.

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Excess Value means, following the theft or destruction of a Car, the difference between the value ofthe Purchase Option at the time of the occurrence of such theft or destruction and the market value ofthe relevant Car.

Excess Value Receivable means the amount (excluding VAT) payable (if any) by a Debtor toCrédipar following the theft or destruction of the relevant Car equal to the difference between the valueof the purchase option at the time of the occurrence of such theft or destruction and the market valueof the relevant Car.

FCT means the fonds commun de titrisation à compartiments AUTO ABS FCT established jointly byFrance Titrisation, in its capacity as Management Company, and Banque PSA Finance, in its capacityas Custodian. Pursuant to article 16 of the Ordinance, the FCT will remain to be governed by articlesL. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109of the French Monetary and Financial Code and by its General Regulations and the CompartmentRegulations.

FCT Establishment Date means 25 November 2010.

Final Legal Maturity Date means, in respect of the Notes, 27 July 2026 (or the next Business Day).

First Purchase Date means the Closing Date.

"Fitch" means Fitch France S.A., a rating agency licensed to assess notes issued by the French fondscommuns de titrisation pursuant to article L-214-44 of the French Monetary and Financial Code, whosehead office is located at 60 rue de Monceau, 75008 Paris.

Fixed Amount means any fixed amount that the FCT shall pay to each Interest Rate SwapCounterparty under each Interest Rate Swap Agreement.

Fixed Junior Swap Amount means the fixed amount, calculated by reference to the fixed rate of1.5% and the Junior Swap Notional Amount payable by the FCT to the Junior Swap Provider under theJunior 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 the Interest Rate SwapAgreement.

Floating Junior Swap Amount means the floating amount, calculated by reference to the relevantEURIBOR Reference Rate and the Junior Swap Notional Amount, payable by the Junior SwapProvider to the FCT under the Junior 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.

General Collection Account means the bank account opened in the name of the FCT with theCompartment Account Bank, allocated to the Compartment by the Management Company and whichthe Servicer is required to credit on each Settlement Date with the Available Collections in respect ofthe immediately preceding Collection Period.

General Memorandum means the document prepared jointly by the Management Company andthe Custodian in accordance with article L. 214-49-6 of the French Monetary and Financial Code andthe AMF General Regulations (Règlement general de l Autorité des Marchés Financiers) in applicationof said regulations, registered by the Autorité des Marchés Financiers on 28 October 2010 undernumber NR10-01.

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General Regulations means the FCT general regulations (règlement général) dated 23 November2010 and made between the Management Company and the Custodian in connection with theestablishment, the operation and the liquidation of the Compartments and other compartments of theFCT.

General Reserve Account means the bank account opened in the name of the FCT with theCompartment Account Bank, allocated to the Compartment by the Management Company and towhich the General Reserve Cash Deposit shall be credited by the Seller. The General Reserve Fundwill be replenished during the Revolving Period and the Amortisation Period from the Interest Accountup to the General Reserve Required Amount, subject to the applicable Priorities of Payment.

General Reserve Cash Deposit means the cash deposit for an initial amount equal to one (1) percent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial PrincipalAmount of the Class B Notes and made by the Seller under the terms of the Reserve Cash DepositsAgreement on the Closing Date. The General Reserve Cash Deposit will be credited to the GeneralReserve Account.

General Reserve Final Utilisation Date means the earlier of (i) the Payment Date on which theAggregate Discounted Principal Balance of the Purchased Receivables is reduced to zero and (ii) thePayment Date falling on the Final Legal Maturity Date.

General Reserve Fund means the amounts standing to the credit of the General Reserve Accountfrom time to time.

General Reserve Required Amount means on any Payment Date, one (1) per cent. of the PrincipalAmount Outstanding of the Class A Notes and Class B Notes, it being understood that on anyPayment Date which falls on or after the General Reserve Final Utilisation Date, the General ReserveRequired Amount shall be equal to zero.

Global Portfolio Limits means the concentration limits set out in the Section DESCRIPTION OFTHE AUTO LEASE CONTRACTS AND THE RECEIVABLES ).

Implicit Interest Rate means, in respect of any Auto Lease Contracts, the yield-to-maturity of thatAuto Lease Contracts.

Individual Insurance Receivable means any amount expressed to be payable by an IndividualInsurer to the Seller under the relevant Individual Insurance Contract, as the case may be.

Individual Insurance Contract means any insurance contract entered into by a Debtor in relation tothe destruction of, damage to or theft of the relevant Car and the personal liability of the Debtor relatingto the use of that Car (responsabilité civile illimitée).

Individual Insurer means any insurer entered into in a Individual Insurance Contract with a Debtor.

Information Date means, at the latest, the fifth (5th) Business Day following each DeterminationDate, on which the Servicer shall provide the Management Company with the Monthly Servicer Reportwith respect to the preceding Collection Period.

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 ANotes on the Closing Date, i.e. 723,600,000; and

(c) in respect of all Class B Notes considered together, the principal amount of such Class BNotes on the Closing Date, i.e. 356,400,000.

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Initial Principal Balance means, in respect of each Auto Lease Contract, the principal balance atthe date of the signature of that Auto Lease Contract (excluding VAT) before taking into account anypayment of any initial rental payment.

Initial Receivables" means the Series of Receivables purchased by the FCT and allocated to theCompartment on the First Purchase Date in accordance with the Master Purchase Agreement.

Initial Selection Date means 11 July 2012.

Initial Subscriber means Banque PSA Finance.

Insurance Contract means a Collective Insurance Contract or an Individual Insurance contract, asthe context shall require.

Instalment Due Date means, in respect of any Instalment, the date on which such Instalment hasbecome due and payable.

Instalments means, in respect of any Auto Lease Contract, the amounts of each of the instalmentsto be made by the Debtor on each date on which such instalment have to be paid under that AutoLease Contract.

Insured Event means with reference to a Debtor that has entered into, as the case may be:

(a) a Collective Life Insurance Contract: the death or the disability (in the event of total andirreversible loss of independence) of the Debtor;

(b) a Collective Employment Insurance Contract: the loss of his employment by the Debtor;and/or

(c) a Collective Replacement Insurance Contract: the destruction or the theft of the relevant Car.

Interest Account means the bank account opened in the name of the FCT with the CompartmentAccount Bank, allocated to the Compartment by the Management Company and to which will becredited with the Available Interest Amount on each Settlement Date.

Interest Component Purchase Price means, on any Purchase Date and in respect of any Series ofReceivables, accrued and unpaid interest as of the immediately preceding Initial Selection Date orSubsequent Selection Date, as applicable.

Interest Period means in respect of a Payment Date, the period between the previous PaymentDate (inclusive thereof) and the said Payment Date (exclusive thereof), with the exception of the firstInterest 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 dateon which the Principal Amount Outstanding of each class of Notes is zero; and (ii) the Final LegalMaturity Date.

Interest Priority of Payments has the meaning given to it in Section OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS Priority of Payments during the Revolving Period and the Amortisation Period .

Interest Rate Swap Agreement means each swap agreement (including the FBF MasterAgreement, the schedules, the confirmation, the credit support annex and any other related document)dated on or before the Closing Date and made between the Management Company, the Custodianand each Interest Rate Swap Counterparty pursuant to which such Interest Rate Swap Counterpartyshall pay to the FCT for the account of the Compartment the Floating Amounts and the FixedAmounts, provided the netting between Floating and Fixed Amounts duly occurs on the PaymentDates.

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Interest Rate Determination Date means the second (2nd) Business Day preceding as the casemay be the Closing Date or any Payment Date.

Interest Rate Swap Counterparties means each of Deutsche Bank and Natixis in their capacity ascredit institutions having signed on or before the Closing Date the Interest Rate Swap Agreement withthe Management Company and the Custodian.

Investment Period means any period commencing on (and including) a Settlement Date andending on (but excluding) the immediately following Settlement Date.

Investor Report means the monthly report to be prepared by the Management Company on eachCalculation Date for the validation by the Custodian and published by the Management Company onits internet website on each Validation Date.

Joint Arrangers means Deutsche Bank and Natixis, respectively, in their capacity as arrangers.

Joint Lead Managers means Deutsche Bank and Natixis, respectively, in their capacity as leadmanagers for the placement of the Class A Notes pursuant to the Class A Notes SubscriptionAgreement.

Junior Swap Agreement means the swap agreement (comprising a FBF Master Agreement, aschedule and a confirmation) dated on or before the Closing Date and made between the FCT, inrespect of the Compartment, represented by the Management Company and the Custodian and theJunior Swap Provider in respect of the Class B Notes pursuant to which the Junior Swap Provider isthe payer of the Floating Junior Swap Amounts and the FCT is the payer of the Fixed Junior SwapAmounts.

Junior Swap Notional Amount means:

(a) for any day on or before the first Payment Date: EUR 356,400,000; and

(b) for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Noteson the Payment Date on or immediately preceding such day, as calculated by theManagement Company.

Junior Swap Provider means Banque PSA Finance in its capacity as credit institution havingsigned on or before the Closing Date the Junior Swap Agreement with the Management Company andthe Custodian.

Junior Swap Termination Amount means the amount due by the FCT to the Junior Swap Provideror vice-versa in the event of an early termination of the Junior Swap Agreement.

Junior Swap Termination Amount Arrears means on any Payment Date, the Junior SwapTermination Amount which remains unpaid.

Lease Receivables means the Rental Payment Receivables and the Residual Value PurchaseOption Receivable due to the Seller under an Auto Lease Contract.

Lease Receivable Due Date means, with respect to any Lease Receivable, the date on which thatLease Receivable is due and payable under the relevant Auto Lease Contract.

Liquidation Surplus means any amount standing to the credit of the Principal Account, the GeneralCollection Account and the Interest Account following the liquidation of the Compartment and thepayment of principal, interest, expenses and commissions due under the provisions of theCompartment Regulations.

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Location avec option d achat Bipartites means a lease agreement entered into between theSeller and a Debtor to finance a Car for private use, where no additional agreement is entered intobetween the Debtor and a PSA Car Dealer.

Location avec option d achat Favorable means a lease agreement entered into between theSeller and a Debtor to finance a Car for private use in which at least one of the Purchase Options is aSponsored Purchase Option.

Location avec option d achat Tripartites means a lease agreement entered into between theSeller and a Debtor to finance a Car for private use which is associated with an additional agreemententered into between the Debtor and a PSA Car Dealer according to which the PSA Car Dealer isobliged to purchase the Car from Crédipar at maturity of LOA Tripartites Auto Lease Contract, shouldthe Debtor elect not to exercise its Purchase Option.

Maintenance Services Contract means any maintenance contract entered into by a Debtor with aservice provider in connection with an Auto Lease Contract, relating to maintenance operations of therelevant Car.

Management Company means France Titrisation, a société par actions simplifiée with a sharecapital 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 053531, licensed by the Autorité des Marchés Financiers as management company of French fondscommuns 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 bythe Management Company, the Custodian, the Seller, the Servicer, the Compartment Cash Manager,the Compartment Account Bank, the Interest Swap Counterparties, the Junior Swap Provider and thePrincipal Paying Agent and pursuant to which the parties have agreed to define a number of terms andphrases in connection with the establishment and operation of the Compartment.

Master Purchase Agreement means the agreement entered into on or before the Closing Date bythe Management Company, the Custodian and the Seller pursuant to which the Seller has intended toassign 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 Datebetween inter alia the Management Company, the Custodian and the Servicer, pursuant to which theManagement Company has appointed, with the prior approval of the Custodian, the Seller to servicethe Receivables and to enforce the Ancillary Rights which both have been transferred to the FCT andallocated to the Compartment.

Maximum Receivables Purchase Amount means, during the Revolving Period, and on eachPayment Date, the sum equal to the greater of zero and the amount equal to (a) minus (b) where:

(a) is the aggregate of the Initial Principal Amount of the Class A Notes and the Initial PrincipalAmount of the Class B Notes (or following a Partial Early Amortisation Event, 90% of theaggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amountof the Class B Notes); and

(b) is the Outstanding Principal Discounted Balance of all Performing Auto Lease Contracts ascalculated on the immediately preceding Determination Date.

French Monetary and Financial Code means the French Code Monétaire et Financier.

Monthly Servicer Report means each computer file established by the Servicer supplied on eachrelevant Information Date to the Management Company under the Master Servicing Agreement.

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Net Junior Swap Amount means, in respect of a given Payment Date, the difference, expressed asan absolute figure, between the Floating Junior Swap Amount and the Fixed Junior Swap Amount,payable on such Payment Date pursuant to the Junior Swap Agreement.

Net Junior Swap Amount Arrears means, on any Payment Date, the Net Junior Swap Amountswhich remain unpaid, or as the case may be, the Net Junior Swap Amounts due to the FCT in respectof the Compartment by the Junior Swap Provider.

Net Senior Swap Amount means, in respect of a given Payment Date, the difference, expressed asan absolute figure, between the Floating Amount and the Fixed Amount, payable on such PaymentDate, in respect of each Interest Rate Swap Agreement.

Net Senior Swap Amount Arrears means, on any Payment Date, the Net Senior Swap Amountswhich remain unpaid or as the case may be, the net amounts due to the FCT in respect of theCompartment by the Interest Rate Swap Counterparties.

Non-Conformity Rescission Amount has the meaning given to it in Section DESCRIPTION OFTHE MASTER PURCHASE AGREEMENT Failure to conform and remedies .

Noteholder means the holder of Notes from time to time.

Noteholders Meeting has the meaning ascribed to it in Section TERMS AND CONDITIONS OFTHE NOTES Representation of the Noteholders .

Notes means the Class A Notes and the Class B Notes.

Notes Interest Shortfall means a Class A Notes Interest Shortfall or a Class B Notes InterestShortfall, as applicable.

Notification of Control means the notice addressed by the Management Company to theSpecially Dedicated Account Bank in respect of the operations of the Specially Dedicated BankAccount, with a copy to the Servicer, pursuant to the Specially Dedicated Account Bank Agreementand in the form set out in the Specially Dedicated Account Bank Agreement.

Notification of Release means the notice addressed by the Management Company to theSpecially Dedicated Account Bank in respect of the operations of the Specially Dedicated BankAccount, with a copy to the Servicer, pursuant to the Specially Dedicated Account Bank Agreementand in the form set out in the Specially Dedicated Account Bank Agreement.

Obligor means:

(a) any Debtor;

(b) any third party who enters into a Car Sale Contract with Crédipar;

(c) any PSA Car Dealer or a third party having been substituted to the position of a Debtor uponexercising the option to purchase a Car; and

(d) any PSA Car Dealer who enters into an Original Car Purchase Contract with Crédipar; and

(e) any Individual Insurer.

OPCVM means the securities mutual funds regulated by articles L. 214-2 to L. 214-42 of the FrenchMonetary and Financial Code. Pursuant to article L. 411-2-2 of the French Monetary and FinancialCode, OPCVMs are deemed to act as qualified investors.

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Operation Confirmation means, in respect of any Auto Lease Contract, the document sent by theCrédipar to the corresponding Debtor in order to confirm, inter alia, the Scheduled Payments underthat Auto Lease Contract.

Original Car Purchase Contract means any car purchase contract entered into between Crédiparand 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 CarDealer to Crédipar in the event of cancellation of an Original Car Purchase Contract or an Original CarPurchase Contract being otherwise rendered null and void (déclaré nul) or rescinded (résolu).

Outstanding Balance means as of any Determination Date, in respect of any PurchasedReceivable, the present value of the remaining scheduled payments of principal and interest(excluding VAT) in accordance with the amortisation schedule of such Receivable, using the ImplicitInterest Rate as discount factor and the relevant Instalment Due Dates.

Outstanding Principal Discounted Balance means, in respect of each Series of Receivables andthe relevant Auto Lease Contract:

(a) on the relevant Purchase Date, an amount equal to the remaining amount outstanding(excluding VAT) of all Lease Receivables forming part of that Series of Receivables (for theavoidance of doubt ignoring the possibility of an option being exercised prior to the maturity ofthe contract), such Lease Receivables being discounted at the Discount Rate as at the LeaseReceivables Due Date preceding such Purchase Date of such Receivables; or

(b) on any date following the relevant Purchase Date, an amount equal to (i) the OutstandingPrincipal Discounted Balance of such Series of Receivables at the relevant Purchase Date less(ii) the aggregate of all Amortisation Principal Components (excluding VAT) which have becomedue in respect of such Auto Lease Contract since the relevant Purchase Date.

Partial Early Amortisation means a partial amortisation of the Notes as set out in SectionOPERATION 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 to10% of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial PrincipalAmount of the Class B Notes.

Partial Early Amortisation Event means the event occurring when on four (4) successive PurchaseDates, the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto LeaseContracts, as calculated on the Determination Date immediately preceding each such Purchase Date(including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contractsthe related Series of Receivables in respect of which are sold by the Seller on the relevant PurchaseDate) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of theInitial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes.

Paying Agency Agreement means the agreement entered into on or before the Closing Datebetween the Management Company, the Custodian and the Paying Agent relating to the payments ofprincipal and interest due in respect of the Notes.

Paying Agent means CACEIS CORPORATE TRUST, a société anonyme with a share capital of 12,000,000, whose registered office is located at 1-3, place Valhubert 75013 Paris (France),

registered with the Trade and Companies Registry of Paris (France) under number 439 430 976,licensed as an investment services provider (prestataire de services d investissement) with the statusof an investment firm (entreprise d investissement) by the French Credit Institutions and InvestmentCompanies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement)(now the Autorité de Contrôle Prudentiel), in its capacity as Paying Agent under the Paying AgencyAgreement.

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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 25th day of each month in each yearprovided that during the Revolving Period, the Noteholders will receive only payments of interest itbeing understood that if the relevant calendar day is not a Business Day it shall fall on the nextBusiness Day (as defined below), except where this should fall on the next calendar month, in whichcase it shall fall on the immediately preceding Business Day.

Performance Reserve Account means the bank account opened in the name of the FCT with theCompartment Account Bank, allocated to the Compartment by the Management Company and towhich shall be credited the Performance Reserve Cash Deposit.

Performance Reserve Cash Deposit means the sum of the Performance Reserve Cash DepositInitial Amount and of any and all Performance Reserve Cash Deposit Additional Amounts credited bythe Seller to the Performance Reserve Account.

Performance Reserve Cash Deposit Initial Amount means the amount credited by the Seller onthe Closing Date and equal to 1.5 per cent. of the aggregate of the Purchase Price of all PurchasedReceivables which have been transferred to the FCT on the Closing Date.

Performance Reserve Cash Deposit Additional Amount means the amount credited by the Selleron any Settlement Date and equal to 1.5 per cent. of the aggregate of the Purchase Price of allPurchased Receivables which have been transferred to the FCT on the immediately precedingPurchase Date (as the case may be).

Performance Reserve Fund means the amounts standing to the credit of the Performance ReserveAccount from time to time.

Performing Auto Lease Contracts means any Auto Lease Contract which is not a Defaulted AutoLease Contract.

Performing Receivables means Purchased Receivables which are not Defaulted Receivables.

Prepayment means any payment made in whole or in part (including any prepayment indemnities)of a Purchase Option Receivable.

Principal Account means the bank account opened in the name of the FCT with the CompartmentAccount Bank, allocated to the Compartment by the Management Company and to which shall becredited the Available Principal Amount on each Settlement Date (with the exception of an AcceleratedAmortisation Period) and, if any, the Principal Deficiency Amounts calculated by the ManagementCompany and debited from the Interest Account on each Payment Date, subject to the applicablePriority of Payments.

Principal Amount Outstanding means, on any Payment Date and in respect of a Note of anyclass, the principal amount outstanding resulting from the difference between the Initial PrincipalAmount of the Notes of that class as at the Closing Date and the sum of principal amounts paid to theNoteholders of that Class at the previous Payment Dates and at the relevant Payment Date.

Principal Component Purchase Price means, on any Purchase Date and in respect of any Seriesof Receivables, the Outstanding Principal Discounted Balance of such Series of Receivables.

Principal Deficiency Amount means:

(a) on the Closing Date, zero; and

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(b) on any Payment Date during the Revolving Period and the Amortisation Period, the greater ofzero and an amount equal to (i) minus (ii) where:

(i) equals the sum of (x) the Principal Deficiency Amount on the previous Payment Dateand (y) the Principal Deficiency Monthly Amount on that Payment Date and (z) theaggregate of all amounts credited to the Interest Account by debiting the PrincipalAccount in accordance with paragraph (a) of the Principal Priority of Payments on allprevious Payment Dates; and

(ii) equals the aggregate of all amounts credited to the Principal Account by debiting theInterest Account in accordance with paragraphs (d) and (e) of the Interest Priority ofPayments on all previous Payment Dates.

Principal Deficiency Monthly Amount means:

(a) on the Closing Date: zero (0);

(b) on any Payment Date during the Revolving Period and the Amortisation Period, an amountequal to the sum of the Outstanding Principal Discounted Balance of the PurchasedReceivables which became Defaulted Receivables during the Collection Period immediatelypreceding such Payment Date (this amount not being covered by available excess margin).

Principal Deficiency Shortfall means an event occurring when, on a Payment Date during theRevolving Period, the amount transferred from the Interest Account to the credit of the PrincipalAccount in respect of the Principal Deficiency Amount, as applicable in accordance with the Priority ofPayments, is lower than the Principal Deficiency Amount as calculated for the aforesaid PaymentDate.

Principal Priority of Payments has the meaning given to it in Section OPERATION OF THECOMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THEPERIODS 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 ANDAMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Distributions .

Private Debtor means each Debtor which is an individual using the relevant Car for privatepurposes.

Professional Auto Lease Contracts means French Contrats de Crédits-Bails i.e. lease agreemententered into with a Corporate Debtor.

Prospectus means the prospectus prepared jointly by the Management Company and theCustodian in accordance with article L. 412-1 of the French Monetary and Financial Code and theprovisions 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 whensecurities are offered to the public or admitted to trading, as lastly amended by Directive 2010/73/EUof the European Parliament and of the Council of 24 November 2010.

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PSA Car Dealer means a subsidiary or a branch, as the case may be, of the PSA Group or a cardealer 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 ManagementCompany on the First Purchase Date, as the same may be amended following the updates providedby 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.

Purchase Offer means the purchase offer issued by the Seller to the Management Company (withcopy to the Custodian), 3 Business Days after any Information Date pursuant to the terms of theMaster Purchase Agreement.

Purchase Option means, with respect to any Car, the option given to the Debtor or a PSA CarDealer to purchase the relevant Car other than at the end of the term of the relevant Auto LeaseContract each Auto Lease Contract to purchase that Car.

Purchase Option Receivables means, with respect to any Car, (a) the amount (excluding VAT)payable by a Debtor upon exercising the related Purchase Option other than at the end of the term ofthe relevant Auto Lease Contract relating to that Car or (b) the amount payable by a PSA Car Dealeror a third party (excluding VAT) after having been substituted to the position of a Debtor uponexercising the related Purchase Option other than at the end of the term of that Auto Lease Contract.

Purchase Price means, on any Purchase Date in respect of any Series of Receivables, thepurchase price of the Series of Receivables to be paid by the FCT to the Seller under the terms of theMaster Purchase Agreement. The Purchase Price of any Series of Receivables is equal to the sum of(a) the Interest Component Purchase Price and (b) the Principal Component Purchase Price.

Purchase Shortfall means an event which occurs when on two (2) successive Purchase Dates, theaggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts,as calculated on the Determination Date immediately preceding each of such Purchase Dates(including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contractsthe related Series of Receivables in respect of which are sold by the Seller on the relevant PurchaseDate) is less than or equal to 80 per cent. of the aggregate of the Initial Principal Amount of the ClassA Notes and the Initial Principal Amount of the Class B Notes.

Purchased Receivable means a Receivable being part of the Series of Receivables which hasbeen purchased by the FCT pursuant to the Master Purchase Agreement and allocated to theCompartment and (a) which remains outstanding and (b) the purchase of which has not beenrescinded (résolu) in accordance with the Master Purchase Agreement.

Rate of Interest means in respect of the Notes of any class during the Revolving Period and theAmortisation Period: the aggregate of (i) 1-month EURIBOR (or, with respect to the first InterestPeriod, 2 month) and (ii) the Relevant Margin for each class of Notes.

Rating Agencies means each of Fitch and S&P.

Receivable means any receivable being part of a Series of Receivables. Each Receivable mayinclude one or several Ancillary Rights.

Receivables Eligibility Criteria means the criteria and specifications with which each Receivablebeing part of a Series of Receivables must comply in order for that Series of Receivables to bepurchased at each Purchase Date by the FCT (without prejudice to the Contracts Eligibility Criteria)(see Section DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ).

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Recoveries means any amounts of principal, interest, arrears and other amounts received, inrespect of an enforcement proceeding, by the Servicer, acting in accordance with the ServicingProcedures, in respect of any Auto Lease Contract which has become a Defaulted Auto LeaseContract, pursuant to the terms of the Master Servicing Agreement. Such Recoveries may relate to,as the case may be:

(a) any payment (in part or in full) of any Defaulted Auto Lease Contract by the relevantDebtor; and

(b) the proceeds of any sale of a Car by the Servicer pursuant to the provisions of the ServicingProcedures, the Auto Lease Contracts and laws and regulations provisions in force.

Reduced Payment Date : if the Management Company, on the third (3rd) Business Day immediatelypreceding the Calculation Date has not received a Monthly Servicer Report due to be delivered by theServicer on the immediately preceding Information Date, the Payment Date immediately following thatCalculation Date shall be a Reduced Payment Date . A Reduced Payment Date shall only occuronce.

Reference Banks means each of Deutsche Bank, Natixis, Crédit Agricole Corporate andInvestment Bank, Société Générale and BNP Paribas, in their capacity as credit institutionsresponsible for communicating to the Management Company interest rate quotations for thecalculation of EURIBOR and, as the case may be, EONIA.

Relevant Margin means:

(i) 1.20 per cent. per annum in respect of the Class A Notes; and

(ii) 1.50 per cent. per annum in respect of the Class B Notes.

Renegotiation means a Contentious Renegotiation or a Commercial Renegotiation.

Rental Payment Receivables means, with respect to any Car, the rental payments (excluding VAT)to be made by a Debtor under the Auto Lease Contract relating to that Car.

Replacement Value Receivables means the amount (excluding VAT) payable (if any) by a Debtorto Crédipar following the theft or destruction of the relevant Car up to a maximum value of the marketvalue of the relevant Car.

Rescheduling Indemnification Amount has the meaning given to it in Section DESCRIPTION OFTHE MASTER PURCHASE AGREEMENT Change in the Scheduled Payments .

Reserve Cash Deposits Agreement means the agreement entered into on or before the ClosingDate between inter alia the Management Company, the Custodian and the Seller. The Reserve CashDeposits Agreement relates to the establishment, the funding and the restitution of the GeneralReserve Cash Deposit.

Residual Units means each of the 2 Residual Units issued by the FCT in connection with theCompartment corresponding to an initial nominal amount of 150 bearing interest at an undeterminedrate and subscribed on the Closing Date by Crédipar under the terms of the Residual UnitsSubscription Agreement.

Residual Unitholders means the holders from time to time of Residual Units.

Residual Value Purchase Option means the option given to each Debtor or a third party (including,without limitation, a PSA Car Dealer) to purchase the relevant Car at the end of each Auto LeaseContract.

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Residual Value Purchase Option Price means the amount of the Residual Value Purchase Optionto be paid by the Debtor or a third party (including, without limitation, a PSA Car Dealer) (excludingVAT) in order to purchase the Car.

Residual Value Purchase Option Receivable means, with respect to any Car, upon the exerciseby the relevant Debtor of the option to purchase that Car at the end of the term of the relevant AutoLease Contract, the amount (excluding VAT) payable by (a) the Debtor or (b) any PSA Car Dealer or athird party (excluding VAT) which would have been substituted to the position of the Debtor.

Residual Value Risk Percentage means, in respect of each Series of Receivables, the percentagecalculated on the relevant Purchase Date equal to (i) the amount of the relevant Residual ValuePurchase Option Receivable (ii) divided by an amount equal to the Initial Principal Balance of therelevant Auto Lease Contract.

Returned Car Expense Receivables means the amount (if any) payable (excluding VAT) by aDebtor to Crédipar in the event that the relevant Car is returned to Crédipar at the end of the term ofan Auto Lease Contract relating to either (a) excess milage or (b) restoring the relevant Car to therequired condition.

Revolving Period means the period beginning on the Closing Date and ending on the earliest tooccur of the Payment Date falling (and including) in January 2015 and the date on which anAmortisation Event occurs or the date on which an Accelerated Amortisation Event occurs. After theRevolving Period, there will be no further purchases of Receivables in respect of the Compartment.

Scheduled Interest Payment means in respect of any Lease Receivable payable on its relevantLease Receivable Due Date, the Outstanding Principal Discounted Balance of the relevant Auto LeaseContract as at the preceding Lease Receivable Due Date multiplied by the Discount Rate divided by12.

Scheduled Payments means, in respect of any Auto Lease Contract (a) the amounts of each of therental payments (excluding VAT) to be made by the Debtor on each date on which such rentalpayments have to be paid under that Auto Lease Contract and (b) the amount of the Residual ValuePurchase Option (excluding VAT) to be paid by the Debtor on each date on which that Residual ValuePurchase Option may be exercised by the Debtor under that Auto Lease Contract.

Scheduled Principal Payment means in respect of any Lease Receivable payable on its relevantLease Receivable Due Date, the amount equal to the positive difference between the amount of therelevant Scheduled Payment and the Scheduled Interest Payment on that Lease Receivable DueDate.

Seller means Crédipar, in its capacity as seller of the Receivables on each Purchase Date under theterms of the Master Purchase Agreement.

Seller Performance Undertakings means:

(a) the continuation of all Auto Lease Contracts in accordance with the usual management andoperational procedures of the Seller and the provisions of the Transaction Documents and thefull payment of all amounts collected in relation to the Purchased Receivables to the GeneralCollection Account;

(b) in the event that any Debtor defaults under the relevant Auto Lease Contract or does notexercise the Residual Value Purchase Option at maturity of such Auto Lease Contract, therecovery (or attempted recovery) and sale of the relevant Car in accordance with the usualmanagement and operational procedures of the Seller and the full payment of the relevant CarSale Receivables to the General Collection Account within ninety (90) Business Days after thetermination of the relevant Auto Lease Contract;

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(c) the respect of each of the covenants of the Seller as set out in Section DESCRIPTION OFTHE MASTER PURCHASE AGREEMENT Covenants Sale of the Cars of this Prospectus;and

(d) compliance with the provisions set out in Section DESCRIPTION OF THE MASTERPURCHASE AGREEMENT Benefit of the Master Purchase Agreement of this Prospectus.

Senior Swap Subordinated Termination Amount means, in relation to each Interest Rate SwapAgreement, any termination amounts due but unpaid by the FCT to the relevant Interest Rate SwapCounterparty in accordance with the relevant Interest Rate Swap Agreement as a result of an Event ofDefault or a Change in Circumstances (other than a tax event or illegality) (in each case as defined inthe relevant Interest Rate Swap Agreement) where the Interest Rate Swap Counterparty is theDefaulting Party or the Affected Party, as applicable (in each case as defined in the relevant InterestRate Swap Agreement).

Senior Swap Subordinated Termination Amounts Arrears means on any Payment Date, theSenior Swap Subordinated Termination Amounts which remain due and unpaid.

Senior Swap Termination Amount means, in relation to each Interest Rate Swap Agreement, anytermination amounts due but unpaid by the FCT to the relevant Interest Rate Swap Counterparty in theevent of an early termination of the corresponding Interest Rate Swap Agreement.

Senior Swap Termination Amount Arrears means on any Payment Date, the Senior SwapTermination Amount which remains due and unpaid.

Series of Receivables means, with respect to any Car, the Lease Receivables and the AlternativeReceivables, 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 theCustodian, as servicer of the Purchased Receivables under the Master Servicing Agreement inaccordance with article L214-46 of the French Monetary and Financial Code.

Servicer Termination Event means one of the events defined in the Section DESCRIPTION OFTHE MASTER SERVICING AGREEMENT Termination .

Servicing Fee the monthly fee payable to the Servicer on each Payment Date, in accordance withand 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 Outstanding Principal Discounted Balance of allPerforming Receivables which are not Delinquent Receivables, serviced by the Servicer at thebeginning of the relevant Collection Period (inclusive of VAT); plus,

(ii) as the case may be, 1/12 of 1.0 per cent. of the sum of

(a) the Outstanding Principal Discounted Balance of the Delinquent Receivables and

(b) the Unpaid Balance of all Delinquent Auto Lease Contracts and all Defaulted AutoLease Contracts excluding written off Receivables serviced by the Servicer at thebeginning 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 1.0 per cent. of the sum of the Outstanding Principal DiscountedBalance of all Performing Receivables, serviced by the Servicer at the beginning of the relevantCollection Period (inclusive of VAT).

Servicing Procedures mean the administration and servicing procedures which have been definedbetween the Management Company, the Custodian and the Servicer pursuant to the Master Servicing

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Agreement and which must be applied by the Servicer for the administration, recovery and collection ofany Purchased Receivable.

Settlement Date means the Business Day preceding each Payment Date. The first SettlementDate will be 24 September 2012.

Specially Dedicated Account means the bank account opened with the Specially DedicatedAccount Bank and which is a specially dedicated bank account (compte d affectation spéciale) inaccordance with articles L. 214-46-1 and D. 214-103 of the French Monetary and Financial Code andpursuant the terms of the Specially Dedicated Account Bank Agreement.

Specially Dedicated Account Bank means Crédit Agricole S.A., a société anonyme with a sharecapital of 7,494,061,611, whose registered office is located at 91-93, boulevard Pasteur, 75015Paris (France), registered with the Trade and Companies Registry of Paris (France) under number784 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 Etablissementsde Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel).

Specially Dedicated Account Bank Agreement means the agreement entered into on or beforethe Closing Date between the Management Company, the Custodian, the Servicer and the SpeciallyDedicated Account Bank, pursuant to which an account of the Servicer shall be identified in order to beoperated as the Specially Dedicated Bank Account (compte spécialement affecté).

Sponsored Purchase Option means, in relation to any Auto Lease Contract, any Purchase Optionwhich is set at an amount lower than the implicit principal outstanding balance of such Auto LeaseContract (as derived from the accounting procedures of the Seller) as at the date of that PurchaseOption, in order to create an incentive for the relevant Obligor to exercise such Purchase Option,provided that such Sponsored Purchase Option is available for a period of two (2) or three (3) monthsbeginning on or around the 36th month (included) after execution of the Auto Lease Contracts..

S&P means S&P (a division of The McGraw-Hill Companies, Inc.), a rating agency licensed toassess notes issued by French fonds communs de titrisation pursuant to article L. 214-44 of theFrench Monetary and Financial Code, whose head office is located at 21-25, rue Balzac, 75008 Paris(France).

Subsequent Purchase Date means, with respect to any Additional Receivables, any date on whichthe Seller transfers to the FCT, for their exclusive allocation to the Compartment, AdditionalReceivables, under and subject to the terms of the Master Purchase Agreement. Any SubsequentPurchase Date shall fall at the latest nine (9) Business Days after each Determination Date during theRevolving Period and no earlier than two (2) Business Days after each Information Date. Byexception, the first Subsequent Purchase Date will fall in September 2012.

Subsequent Selection Date means the date falling one (1) Business Day preceding eachSubsequent Purchase Date.

Swap Counterparty Required Ratings means the Fitch Required Ratings and the S&P RequiredRatings, where:

An entity shall have the Fitch Required Ratings where (i) the long-term issuer defaultrating (IDR) of that entity is rated at least as high as "A" (or its equivalent) by Fitch, and (ii) theshort-term IDR of that entity is rated at least as high as "F1" (or its equivalent) by Fitch.

An entity shall have the S&P Initial Required Rating if: (i) the short-term, unsecured andunsubordinated debt obligations of that entity are rated at least as high as "A-1" (or itsequivalent) by S&P and the long-term, unsecured and unsubordinated debt obligations of thatentity are rated at least as high as "A" (or its equivalent) by S&P; or (ii) the long-term,unsecured and unsubordinated debt obligations of that entity are rated at least as high as "A+"(or its equivalent) by S&P.

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Swap Notional Amount means:

(a) for any day on or before the first Payment Date: 723,600,000; and

(b) for any day thereafter, the minimum of (x) the aggregate of the Outstanding PrincipalDiscounted Balance of the Performing Receivables on the Determination Date immediatelypreceding the Payment Date on or immediately preceding such day and (y) the aggregate ofthe Principal Amount Outstanding of the Class A Notes on the Payment Date on orimmediately preceding such day, as calculated by the Management Company.

Target Business Day means a day on which the Trans-European Automated Real-Time GrossSettlement Express Transfer (TARGET) system is open.

Target System means the Trans-European Automated Real-Time Gross Settlement ExpressTransfer (TARGET) System.

Termination Indemnity Receivable means the amount (excluding VAT) payable by a Debtor toCrédipar following the termination of an Auto Lease Contract as a result of the default of the Debtor.

Transaction Documents means the General Regulations, the Compartment Regulations, theMaster Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements,the Junior Swap Agreement, the Compartment Account Bank Agreement, the Compartment CashManagement Agreement, the Paying Agency Agreement, the Class A Notes Subscription Agreement,the Class B Notes and Residual Units Subscription Agreement, the Data Protection Agreement, theReserve Cash Deposits Agreement, the Specially Dedicated Account Bank Agreement and the MasterDefinitions Agreement.

Transfer Document means the Acte de Cession de Créances governed by the provisions of articlesL. 214 43 of the French Monetary and Financial Code which will include the mandatory provisions ofarticle D. 214 102 of the French Monetary and Financial Code, pursuant to which the Seller will assignto the FCT the Receivables on each Purchase Date.

Unpaid Balance means the unpaid balance of any Auto Lease Contract as recorded by theServicer, or the Management Company as the case may be.

Validation Date means the third (3rd) Business Day preceding each Payment Date.

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APPENDIX II - NOTES DESCRIPTION TABLE

Ranking of the Notes andUnits

Class A Notes Class B Notes Residual Units

Number of Notes or Units 7,236 3,564 2

Nominal Value 100,000 100,000 150

Global Principal Amount atClosing Date

723,600,000 356,400,000 300

Issue Price 100 per cent. 100 per cent. 100 per cent.

Closing Date On 24 July 2012 On 24 July 2012 On 24 July 2012

Annual Interest Rate1-month EURIBOR + 1.20per cent.(1) (7)

1-month EURIBOR + 1.50per cent.(1) (7)

Undetermined

Frequency of interestpayment

Montly (1) Montly (1) Montly (1)

Payment Dates (2) 25 of each month 25 of each month 25 of each month

Redemption Frequency (3)

On occurrence of a PartialAmortisation Event andmonthly during theAmortisation Period and theAccelerated AmortisationPeriod, except on aReduced Payment Date (1)

On occurrence of a PartialAmortisation Event andmonthly during theAmortisation Period and theAccelerated AmortisationPeriod, except on aReduced Payment Date (1)

In fine

Weighted Average Life ofthe Notes (4)

See Section WeightedAverage Life of the Notes

Undetermined Undetermined

Final Legal Maturity Date 27 July 2026 27 July 2026 Compartment LiquidationDate

Nominal RedemptionAmount (5)

100,000 100,000 Liquidation Surplus

Fitch rating (6) AAAsf Unrated Unrated

S&P rating (6) AAA(sf) Unrated Unrated

Form of the Notes Bearer form Registered form Registered form

Placement of the Notes Private Private Private

Listing and Relevant StockExchanges

Application has been madeto list the Class A Notes onthe Paris Stock Exchange(Euronext)

Unlisted Unlisted

Clearing Systems Euroclear France,Clearstream Banking NA NA

Common Codes 080444907 NA NA

ISIN Codes FR0011288547 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 25 September 2012.(3) At the latest on the Payment Date falling on 25 February 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 Distribution 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 2-month

EURIBOR and 3-month EURIBOR

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APPENDIX III - RATINGS

France Titrisation, in its capacity as Management Company, Banque PSA Finance, in itscapacity as Custodian, and Crédipar, in its capacity as Seller, have agreed to request Fitch and S&P,in their capacity as Rating Agencies appearing on the list established by the decree dated of 23 August1991, to provide ratings for Class A Notes and to prepare the rating documents as specified in articleL. 214-44 of the French Monetary and Financial Code.

The ratings assigned by the Rating Agencies to the Class A Notes address the timely paymentof interest to the Class A Noteholders on each Payment Date and the ultimate payment of principal atthe latest on the Final Legal Maturity Date.

The ratings assigned by the Rating Agencies should not be considered as arecommendation or an invitation to subscribe, to sell or to purchase any Class A Notes. Suchratings may be, at any time, revised, suspended or otherwise withdrawn by the RatingAgencies.

This assessment of the Rating Agencies takes into account the capacity of the FCT toreimburse 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 regularityand continuity of the cash flows from the transaction, the legal aspects relating to Notes of each classand the nature and extent of the coverage of the credit risks related to Notes of each class. The ratingof the Notes does not involve any assessment of the yield that any Noteholder may receive.

The preliminary ratings assigned to the Class A Notes, as well as any revision, suspension, orwithdrawal of such preliminary ratings that the Rating Agencies reserve the right to makesubsequently, based on any information that comes to their attention:

- are formulated by the Rating Agencies on the basis of information communicated to them andof 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, exceptin 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, withrespect to any subscribers of Notes of each class, an invitation, recommendation or incentiveto 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 theRating Agencies to the Class A Notes, shall have no consequences on any rating assigned tonotes or units issued by the FCT in respect of any other compartment as may be establishedfrom time to time by the Management Company and the Custodian. Similarly, the downgrading,suspension or withdrawal of any of the ratings assigned by any rating agency to notes or unitsissued by the FCT in respect of any other compartment shall have no consequences on theratings assigned by the Rating Agencies to the Class A Notes issued by the FCT.

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APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH

Structured Finance

www.fitchratings.com 17 July 2012

Auto Leases / France

FCT Auto ABS Compartiment 2012-1 New Issue

Capital Structure

Class Rating Outlook Amount (EURm) CE (%)

Interest Rate (%)

Final Maturity TT

a (%) TTLM

b

A AAAsf Stable 723.60 33.0 Euribor + 1.2% July 2026 67.0 2.8 B NRsf n.a. 356.40 0.0 Euribor + 1.5% July 2026 n.a. n.a. Total 1,080.00

Closing occurred on 24 July 2012. The transfer of the portfolio to the issuer occurred on 24 July 2012. The ratings assigned above are based on the portfolio information as of 11 July 2012, provided by the originators a Tranche Thickness (TT) percentage - ratio of class size to collateral balance

b Tranche Thickness Loss Multiple – TT% divided by Fitch’s base case loss expectation. See also Structured Finance Tranche

Thickness Metrics, dated 29 July 2011

Transaction Summary This transaction is a securitisation of French auto lease receivables originated by Credipar.

Credipar is the French subsidiary of Banque PSA Finance (BPF, not rated) which is the

financial captive of the French car manufacturer Peugeot S.A. (PSA; ‘BB+’/Stable).

The securitised portfolio consists of auto lease agreements advanced to individuals and small

and medium-sized companies (SMEs) for the purchase of new Peugeot or Citroën vehicles

originated via the dealer network of PSA group. All lease receivables present some residual

value (RV) risk (for an aggregate exposure at closing of 30.1%) to the extent they provide the

option to purchase the vehicle at a predetermined price (the RV purchase option).

The rating on the class A addresses timely payment of interest and payment of principal by the

final maturity date, in accordance with the transaction documents.

Key Rating Drivers No Credit to Vehicle Sales: Based on the legal opinion and memo received, Fitch Ratings’

view is that, depending on the outcome of Credipar’s bankruptcy proceedings, the proceeds

from the receivables related to the sale of the underlying vehicles could be lost, or not be made

available in a timely manner, to the issuer. In its analysis, the agency has considered the issuer

would not benefit from such amounts.

Distressed Used Cars Market: Under its stress scenarios, Fitch has considered used car

values depreciate, providing limited incentive for lessees to purchase the underlying car at a

predetermined price. The agency has therefore assumed that none of the lessees would either

prepay or exercise their RV purchase option at lease maturity.

Revolving Period Risk Mitigated: The transaction has a maximum 30-month revolving period,

after which, the portfolio will become static and will amortise. The early amortisation triggers,

along with the eligibility criteria and the available credit enhancement, adequately mitigate the

risk added by the revolving period.

Servicing Continuity Risk: Credipar is the servicer. No back-up servicer was appointed at

closing of the transaction. However, servicing continuity risks are mitigated by different

operational elements. Furthermore, several factors mitigate the commingling risk (including the

use of a specially dedicated collection account and the availability of a dedicated commingling

reserve), while an adequately sized reserve fund (the general reserve) is available for liquidity.

Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS

transactions. The agency considers that unemployment levels and used car values are key

drivers of asset performance in the French auto ABS sector.

Inside This Report

Transaction Summary................................. 1 Key Rating Drivers...................................... 1 Transaction and Legal Structure ................ 2 Asset Analysis............................................. 7 Financial Structure and Cash Flow Analysis.................................................................. 16 Rating Sensitivity ...................................... 17 Criteria Application, Model and Data Adequacy .................................................. 18 Counterparty Risk ..................................... 18 Performance Analytics.............................. 20 Appendix A: Transaction Overview .......... 21

Related Research

EMEA Auto ABS Primer (June 2012)

Analysts

Paul Peyré +33 1 4429 9170 paul.peyre@fitchratings.com Hélène Weintraub +33 1 4429 9120 helene.weintraub@fitchratings.com

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 2

Transaction and Legal Structure

Issuer and True Sale

The issuer is a French compartmentalised debt mutual fund (fonds commun de titrisation à

compartiments) jointly established by the management company and the custodian and

regulated and governed under French law.

The FCT Auto ABS Compartiment 2012-1 transaction is the third compartment to be set-up. At

closing, the seller transferred the lease receivables and their related ancillary rights to FCT

Auto ABS Compartiment 2012-1 (the issuer or the FCT). The issuer has financed the

acquisition of the lease receivables through the issuance of notes and “asset-backed units” (as

required under French law). The issuer does not have legal personality; rather the

management company acts in the name and on behalf of the issuer.

Key Legal Aspects: Possible Effect of Seller Insolvency

Fitch has received a legal opinion and a detailed memo analysing the consequences of each

receivables legal features in terms of:

• the validity of their assignment to the FCT;

• the enforceability of such assignment if Credipar enters into bankruptcy; and

• upon Credipar’s bankruptcy, the potential impact of the outcome of such bankruptcy

proceedings on the securitised lease portfolio.

Due to the absence of text, base case law, or court decision, some of the legal conclusions are

derived from an analysis of comparable cases. In these cases, Fitch has analysed the potential

implication of each scenario and its likelihood.

Continuity of Contracts in the Context of Bankruptcy Proceedings

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 it does not excessively affect

the interest of the counterparty.

Figure 1

Structure Diagram

Source: Transaction documents, Fitch

Servicer:Crédipar

Cash Manager:Banque PSA Finance

"Management Company:France Titrisation"

Interest Rate Swap Counterparties:

Deutsche Bank and Natixis

Account Bank:Crédit Agricole Corporate and

Investment Bank

Specially Dedicated Bank Account:

Crédit Agricole S.A.

Issuer:FCT Auto ABS

Compartiment 2012-1

Class A Notes

Class B Notes

Originator/Seller: Crédipar

Obligors Investors

Related Criteria

EMEA Consumer ABS Rating Criteria (July 2012)

Counterparty Criteria for Structured Finance Transactions (March 2012)

Servicing Continuity Risk Criteria for Structured Finance Transactions (August 2011)

Global Structured Finance Rating Criteria (June 2012)

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FCT Auto ABS Compartiment 2012-1

July 2012 3

However, the French Monetary and Financial Code provides that 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 against the renter or the lessor cannot prevent the continuation of the contract. On

this basis, the mere opening of an insolvency proceeding against Crédipar could not prevent

the continuation of the contracts, where the corresponding leasing receivables have been sold

to the FCT.

Nevertheless, such specific provision does not prevent a lessee asking the administrator to

terminate the contract. Should the lessee do so, the contract would be terminated if the

administrator does not answer within a certain period. However, based on a detailed review of

the process that might lead to a termination of the contracts, its practicability and the absence

of evidence of strong economic advantage in such scenario, Fitch’s opinion is that the risk of

termination of the ongoing auto lease contracts is remote.

Possible Outcome of the Seller’s Bankruptcy Proceedings

Transfer of Lease Contract to Third Party

Where the outcome of bankruptcy proceedings results in the transfer of Credipar’s lease

portfolio to a third party, Fitch understands that the car sale receivables (ie the receivables

related to the amounts payable by any third party purchasing the car other than by the exercise

of the purchase option at contract term) will no longer belong to the FCT. Indeed, such

receivables will arise on the balance sheet of this third party and the sale proceeds of the car

might not be transferred to the FCT.

Safeguard or Continuation Plan

In case of safeguard proceedings or a continuation plan, Crédipar’s activities would be

maintained as a going concern. However, as the purchaser of the cars cannot be known in

advance, no structural mechanism (such as a notification) can ensure such purchasers would

make their payments to the FCT accounts.

Should the administrator not cooperate and not credit the car sales proceeds to the account of

the FCT, such moneys would potentially be lost for the FCT and, in any case, would not be

made available in a timely manner.

Considering that the occurrence of the above-mentioned post-insolvency scenarios is not

remote in an ‘AAAsf’ scenario, Fitch has considered the FCT would not benefit from the

proceeds from the sale of the returned (in case the lessee does not exercise its purchase

option) or repossessed (in case the lessee has defaulted on its contract) cars (see Portfolio

Credit Analysis – General Approach section below).

Capital Structure and Credit Enhancement

The issuer issued two classes of notes. The proceeds of the class A and B notes were applied

to purchase the portfolio of receivables. Additionally, a general reserve and a performance

reserve were funded at inception. The subordination of the class B notes and the availability of

the general reserve and the performance reserve to provide credit support under certain

circumstances will provide credit enhancement to the class A notes. In addition, the transaction

is expected to benefit from excess spread.

General Reserve

At closing, the general reserve was equal to 1.0% of the class A and B note balance. It

amortises along with the aggregate of the outstanding balance of the class A and B notes and

is available at any time for liquidity purposes (senior fees, swap payments and interest

payments on the class A notes), ie it can be used only to the extent that available interest

proceeds are not sufficient to cover such senior payments. The general reserve may provide

credit enhancement to the extent that, while amortising, the excess of the reserve flows through

the relevant priority of payments and provides additional excess spread, available to cure any

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FCT Auto ABS Compartiment 2012-1

July 2012 4

principal deficiency amount.

Performance Reserve

At closing, the performance reserve was equal to 1.5% of the initial receivables purchase price;

it will be increased by 1.5% of the purchase price of the receivables purchased during the

revolving period.

The performance reserve is aimed at guaranteeing the financial obligation of the seller to

indemnify the issuer by paying the lease contract outstanding balance (the compensation

payment obligation) in case the seller does not ensure the seller performance undertakings,

which include: (1) the continuation of all lease contracts in accordance with the usual

management and operational procedures of the seller; (2) the recovery (or attempted recovery)

and sale of the relevant car in accordance with its usual management and operational

procedures; and (3) the full payment of the relevant car sale receivables to the FCT.

Such performance reserve will be used as follows.

• Restitution of the performance reserve: as long as no compensation payment obligations

have become due and payable by the seller, the following amount will be released to the

seller:

o if the RV purchase option has been exercised at maturity and the relevant proceeds

have been paid to the issuer, 1.5% of the purchase price of the relevant lease

contract;

o in case of a default or if the RV purchase option has not been exercised at maturity:

(1) 5% of the car sales proceeds effectively transferred to the issuer, limited to 1.5% of

the purchase price of the relevant lease contract; or (2) 1.5% of the purchase price of

the relevant lease contract only if it has been fully repaid.

• In the event of a breach by the seller of any seller performance undertakings, there shall no

longer be any release of the performance reserve to the seller. The management company

will be entitled 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 lower of the two amounts) and to apply the corresponding funds in accordance

with the transaction priority of payments (see Priority of Payments section below).

Interest Rate Swap

The issuer entered into an interest rate swap agreement to hedge the mismatch between the

fixed rate of interest received on the receivables and the floating rate payable on the class A

notes. In addition, the issuer entered into a junior swap agreement to hedge the mismatch

between the fixed rate of interest received on the receivables and the floating rate payable on

the class B notes.

Under the interest rate swap agreement, the issuer makes a fixed rate payment and, in return,

receives one-month Euribor, both payments being made on a notional balance equal to the

minimum of the outstanding balance of the non-defaulted leases and the outstanding balance

of the class A notes.

Eligibility Criteria

The purchase by the issuer of leases at inception or during the revolving period is subject to a

number of conditions which include, among others, the following.

• Individual eligibility criteria:

1. The receivable is for the financing of a new car.

2. The payment of the receivable is made by direct debit.

3. At least one instalment has been received.

4. No rental payment receivable is overdue.

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FCT Auto ABS Compartiment 2012-1

July 2012 5

5. The receivables are not written-off or related to a defaulted contract.

6. No debtor is insolvent or subject to a review by a commission responsible for

reviewing the over-indebtedness of consumers or any judicial liquidation proceedings.

7. No debtor can bring a claim against the seller for the payment of any amounts relating

to the relevant receivable.

8. The debtor is not an employee of the seller.

9. The debtor is domiciled in the France metropolitan territory.

10. The financing contract is legal, valid, binding and enforceable.

11. The receivable is denominated and payable in euros.

12. The contract is subject to French law.

13. The RV purchase option price under each contract is less than 60% of the purchase

price paid by the seller to the car manufacturer for the underlying car.

• Global eligibility criteria/conditions precedent to the purchase of additional receivables

include:

1. The aggregate of the RV purchase option price shall not exceed 35% of the total

outstanding balances.

2. The portion of the corporate debtor receivable shall not exceed 55%.

3. The portion of the Contrats de Locations Assortis d’une Promesse de Vente (LOA) –

option favourable receivables shall not exceed 15%.

4. The portion of the LOA – bipartite receivables shall not exceed 10%.

5. The portion of the LOA – tripartite and CB – tripartite receivables shall not fall below

35%.

6. The portion of the Contrats de Crédits-Bails (CB) – tripartite receivables shall not

exceed 13%.

7. The outstanding balances of the most important debtor shall not exceed 0.05% of the

total outstanding balance.

Priority of Payments

The transaction is revolving for a maximum period of 30 months. During the revolving period,

the notes shall receive payments of interest but shall not receive payments of principal, except

in the case of a partial early amortisation (if the ratio of (i) the outstanding balance of the

performing receivables, including the receivables eligible for repurchase, by (ii) the initial

balance of the notes is below 90%, the class A and B notes will be partially redeemed, on a

pro-rata basis, by an amount equal to 10% of the initial balance of the notes).

At the end of the revolving period, or following the occurrence of an amortisation event, the

notes will be amortising monthly on a sequential basis. Amortisation events include:

• the arithmetic mean of the last three ratios of (i) the balance of the delinquent receivables

by (ii) the balance of the performing receivables is higher than 3.5%;

• a purchase shortfall (ratio of (i) the outstanding balance of the performing receivables,

including the receivables eligible for repurchase, by (ii) the initial balance of the notes is

below 80% on two successive purchase dates);

• the global eligibility criteria are not complied with;

• the servicer has failed to appropriately credit the general reserve account or the

performance reserve account;

• the seller has breached any of its material obligations as regard data management;

• any interest rate swap counterparty is downgraded below ‘A’/‘F1’ and is not replaced or

guaranteed by an eligible third party or fails to provide collateral in accordance with the

provisions of the interest rate swap agreement;

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FCT Auto ABS Compartiment 2012-1

July 2012 6

• a servicer termination event (mainly (i) the servicer becomes insolvent or has its banking

license withdrawn, or (ii) the servicer breaches any of its obligations; any of the

representations and warranties made by the servicer are false or incorrect); or

• a principal deficiency shortfall (a principal deficiency amount cannot be cured) occurs.

Prior to an accelerated amortisation event or a compartment liquidation event, (see below),

payments of principal and interest are made monthly in accordance with a separate and

sequential priority of payments. On each payment date, the interest and principal proceeds are

applied in accordance with, respectively, the interest priority of payments and the principal

priority of payments under the priority of payments described in Figure 2.

1. Interest proceeds: revenue receipts (mainly the income element of the leases), plus

interest received from the placement of collections (excluding moneys standing on the

general reserve, the performance reserve or the commingling reserve accounts), plus

amounts standing to the general reserve account plus, if any, all available principal

receipts that are applied to make up any revenue deficiency in respect of senior expenses,

payments under the interest rate swap agreement and payment of interest on the class A

notes.

2. Principal proceeds: principal receipts, ie the principal element of the leases, plus any

principal deficiency amount, plus any recoveries from defaulted leases.

Figure 2 Summary of the Priority of Payments Applicable During the Revolving Period and the Amortisation Period Interest priority of payments Principal priority of payments

1 Senior expenses 1 During the amortisation period, revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes

2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments)

2 During the revolving period, payment of the principal component purchase price of additional pools

3 Interest on the class A notes 3 During the amortisation period, principal on the class A notes

4 Replenishment of the general reserve at the required level

4 During the amortisation period, principal on the class B notes

5 Payment of the principal deficiency amounts 5 Liquidation surplus paid to the holders of the residual units on the compartment liquidation date

6 Payment of the subordinated interest rate swap amounts

7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Excess released to the seller or the residual

units holder

Source: Transaction documents, Fitch

The principal deficiency amount records the defaulted receivable amounts (ie receivables in

respect of which any amount due remains unpaid past its due date for 150 calendar days or

more, or which have been written-off by the servicer) as well as any revenue deficiency in

respect of senior expenses, payments under the interest rate swap agreement and payment of

interest on the class A notes. This provisioning mechanism allows for the collateralisation of

defaults with available funds, rather than waiting until the realisation of losses.

Figure 3 Summary of Accelerated Priority of Payments

1 Senior expenses

2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments)

3 Interests on the class A notes 4 Replenishment of the general reserve at the required level 5 Principal on the class A notes (until redemption in full)

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FCT Auto ABS Compartiment 2012-1

July 2012 7

6 Payment of subordinated interest rate swap amounts 7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Principal on the class B notes (until redemption in full) 10 Repayment of the outstanding general reserve to the seller 11 Excess released to the seller and the residual unit holders

Source: Transaction documents, Fitch

The principal to be paid on the class A notes is equal to the difference between the outstanding

balance of the class A and B notes and the performing balance (ie the non-defaulted

receivables balance).

Following an accelerated amortisation event or a compartment liquidation event, all classes of

notes would become payable under an accelerated priority of payments, which is a combined

and sequential priority of payments, as summarised below.

Accelerated amortisation events include:

• Credipar becomes insolvent;

• a class A note interest shortfall (not remedied within five business days); or

• the principal deficiency amount is higher than 50% of the outstanding balance of the class

B notes.

Compartment liquidation events include:

• the liquidation is in the interests of the residual unit holders and noteholders;

• the notes and the residual units are held by a single holder and such holder requests the

liquidation of the issuer;

• the notes and the residual units are held solely by the seller and the seller requests the

liquidation of the issuer; or

• the outstanding balance of the performing receivables has fallen below 10% of the initial

balance.

Upon the occurrence of a compartment liquidation event, the management company shall

propose to the seller to repurchase the remaining receivables in a single transaction at a fair

market price and only if the total amount is sufficient to enable the issuer to repay the notes in

full.

Representations and Warranties

A full list of the representations and warranties contained in the transaction documents is

available in the appendix document entitled FCT Auto ABS Compartiment 2012-1 –

Representations and Warranties, dated 24 July 2012 and available at www.fitchratings.com.

Disclaimer

For the avoidance of doubt, Fitch relies, in its credit analysis, on legal and/or tax opinions

provided by transaction counsel. As Fitch has always made clear, Fitch does not provide legal

and/or tax advice or confirm that the legal and/or tax opinions or any other transaction

documents or any transaction structures are sufficient for any purpose. The disclaimer at the

foot of this report makes it clear that this report does not constitute legal, tax and/or structuring

advice from Fitch, and should not be used or interpreted as legal, tax and/or structuring advice

from Fitch. Should readers of this report need legal, tax and/or structuring advice, they are

urged to contact relevant advisers in the relevant jurisdictions.

Asset Analysis

Originator Overview

The originator, Credipar, is a subsidiary of Banque PSA Finance (BPF, not rated) which is the

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FCT Auto ABS Compartiment 2012-1

July 2012 8

financial captive of the French car manufacturer Peugeot S.A. (PSA, ‘BB+/Stable). BPF is the

mother company of all the different financial arms of PSA, Credipar being its French arm.

Credipar was created in 1979. Its aim is to provide financing for the purchase of Citroën and

Peugeot vehicles, as well as vehicles from other brands. It has a wide range of financial

products such as loans, leases, rental with purchase options etc, in addition to insurance and

maintenance services.

The main types of product offered by Credipar are:

• Vente à Crédit (VAC) loans (ie auto loans originated on the vehicle point-of-sale), which

accounted for 40.3% of the origination as of June 2011; and

• lease or rental products with purchase options, which accounted for 59.7% of the

origination as of June 2011.

Fitch undertook a review of the origination and servicing processes of Credipar in March 2012

at its head office, in Levallois-Perret (near Paris). In the agency’s view, the company follows

market practices in origination, underwriting and servicing and demonstrates an experienced

management team and processes.

Origination Channels

Credipar has set up a network of 14 agencies, spread across the country, which liaise directly

with car dealers. The cars dealers could be either subsidiaries of the group (succursales or

filiales — Citroën 55; Peugeot 29), independent dealers (concessionaires, around 350) or

agents (more than 2,500). Each point of sale is linked to one of 14 agencies.

Product particulars, strategic positioning and action plans are discussed between the agencies

and the dealers on a regular basis (although the dealers have no obligation to work exclusively

with Credipar). This is particularly important as it enables Credipar to adequately position its

products depending on customer type, demand and market movements, as well as depending

on the risk Credipar and the dealers are willing to take.

Characteristics of the Leasing Products

The underlying collateral consists exclusively of auto leases granted to resident of France and

companies registered in France for the financing of new Peugeot and Citroën brand vehicles.

Leases are all fixed rate, with fixed monthly instalments, and provide the option to purchase the

underlying vehicle at a predetermined price.

The purchased receivables arise from the auto lease contracts being:

• Contrats de Locations Assortis d’une Promesse de Vente (LOA, 50.5% as of mid-2011)

with respect to auto lease contracts entered into with private debtors;

• Contrats de Crédits-Bails (CB, 49.5% as of mid-2011) with respect to auto lease contracts

entered into with corporate debtors (which include self-employed as well as small

corporates).

LOA contracts are for private use and are therefore ruled by the French Consumer Law (Code

de la Consommation), while the CB contracts are for professional use and are therefore ruled

by the Common Law (droit commun).

Lease types can be broken down into the following categories (depending on the different

options embedded, ie option to keep the vehicle or dealer obligation to buy back the vehicle):

• Location avec option d’achat (LOA) – contracts to finance cars for private use:

o LOA – bipartite: Contracts where there is no car dealer engagement to buy back the

car at the purchase option exercise date. This corresponds to a classic lease

agreement with monthly instalments reflecting the vehicle amortisation over the

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FCT Auto ABS Compartiment 2012-1

July 2012 9

lifetime of the lease and includes principal repayments. It is financed at a fixed interest

rate and a residual value is determined that will be due as a final instalment under the

lease from the lessee. The contractual RV is low (generally below 20%) to motivate

the customer to exercise his/her purchase option at the term of the contract and may

be negligible compared to the used market price of the vehicle.

o LOA – tripartite: Contracts where the car dealer has the engagement to buy back the

car at the purchase option exercise date. The monthly instalments are lower than for

the standard product and the final RV is higher (balloon type). The aim is to

encourage customers to sell the vehicle to the initial dealer and purchase a new car,

so as to support vehicle renewals and customer loyalty. The dealer selling the car is

warranting this RV under a repurchase obligation, with the expected value as a fixed

purchase price. However, if the debtor causes damage to the car or exceeds the

agreed mileage, the dealer may claim compensation covering these effects.

o LOA – option favourable: Contracts where there is a defined period of time during

which the obligor has an incentive to exercise the purchase option before the lease

maturity date. The dealer selling the car does not guarantee to buy back the car at the

end of the contract. However, the lessee has the option to sell back the car to the

dealer during the life of the contract at a pre-determined RV purchase price, if the

latter agrees. The option can be exercised on the 36th month, for a period of one to

two months (the aim of such period is to account for the delivery delay of the new car).

• Credit Bail Contracts (CB) – Contracts to finance cars for professional use:

o CB – bipartite: Contracts where there is no car dealer engagement to buy back the

car at the purchase option exercise date. The logic of the product is similar to that of

the LOA – bipartite product (but the maturity and RV limits may be higher).

o CB – tripartite: Contracts where the car dealer has the engagement to buy back the

car at the purchase option exercise date. The logic of the product is similar to that of

the LOA – tripartite product.

Residual Value Setting

RVs are defined based on the vehicle age and mileage at lease term. They are set on the basis

of the Prevar tool (fed by the Argus quotation database – the market quotation provider leader

in France) as well as taking into consideration recommendations from representatives from the

dealer network.

RV committees, comprising representatives from the manufacturer and the dealer, take place

on at least a quarterly basis. An RV reference grid is defined, providing RV percentage values

per car, term and mileage. Each contract’s RV is usually set at about a 5% to 10% discount

from the Argus quotation, to ensure that neither Credipar nor the car dealers take RV risk. The

objective, for all products, is either to incentivise the customer to ultimately purchase the

vehicle or to allow the dealer to purchase the car and make a margin on the second-hand

market. Recommendations from the dealers can be taken into account but may never result in

higher RVs.

Underwriting

Applications are completed at the dealer level, with the assistance of the FORCE tool (FORCE

enables salesmen to understand the needs and capabilities of clients, identify the market

segment to which he/she pertains and adapt the offer accordingly). Simulations validate

decisions and enable rapid applications within safe boundaries. Moreover, the system captures

and records the customer’s relevant information for future reference.

• The acceptation process for individual applications is managed by a dedicated system

called SEDRE (set-up in 1993) through which each demand is automatically scored.

Depending on the size of the contract and the underlying customer risk, applications will be

approved either at the agency (105 account managers) or at the central office level (10

analysts).

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FCT Auto ABS Compartiment 2012-1

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• The acceptation process for corporate applications is managed by a dedicated system

called ADES (set-up in 1995) through which each request is automatically scored. All

applications are processed by a department dedicated to retail corporate inquiries (made-

up of 20 analysts) at the central office.

Only applications with the best scores (green score) are automatically accepted. The

intermediary scores (orange scores) lead to a manual review of the application, while the files

with the lowest scores (red scores) can only be accepted by the regional operation officer, by

the account managers head, or at the central office. The final decision (to accept or reject the

application) is taken by the relevant agency and finally transmitted to the point-of-sale.

As far as individuals are concerned, the analysis includes, among others, a check of the

Banque de France database (FCC, FICP) and a check of the internal database. An application

from a client filed in the Banque de France database may exceptionally be accepted (following

a complete study of the customer) – such applications are scored “red”. Other relevant

information from the clients include: age, household status, employment status, level of

solvability (income, rental revenues, other loans/leases), and banking information. The credit

scoring also takes into account the nature of the financing plan (financed amount, personal

contribution, nature of the vehicle).

For the enterprises customers, the scoring is based on factual elements taken from external

databases (information from Banque de France, date of creation, number of employees, sector),

characteristics of the vehicle, financing plan, and past payment behaviour.

The main reasons for refusal of an application include inability to verify identity, problems with

declarations of address, unfavourable bank references, past arrears or negative feedback from

databases. Forcing is possible subject to additional information being provided.

The credit scoring had been developed by Credipar and has been used since 1985. Since 2002,

BPF has been making a periodic evaluation of the performance of the score. A specific

application (called SCORIX) is dedicated to the monitoring of risk, keeping records as regards

demands for financing, as well as related negative credit events.

Servicing and Collections

The management of the performing leases is performed by the client relations department

(Direction des Services à la Clientèle — (DSLC)). The litigation department (Direction du

Recouvrement (DREC)) is in charge of managing processes such as amicable recoveries and

legal proceedings.

Performing Leases Management

Payments are monthly in the majority of cases and made via direct debit. The ongoing

servicing of performing contracts, or those with just one instalment in arrears, is carried out by

the DSLC, comprising 29 people dedicated to individual customers and 25 staff dedicated to

enterprises. DSLC deals with purchases, management of accidents and claims and following-

up on purchase option dates, among others.

Recoveries

127 analysts manage the litigation department, from amicable recoveries (up to 90 days) to

legal proceedings, for both individual clients and enterprises.

In 2002, BPF created a centralised structure to supervise recovery activities amongst all

subsidiaries. In 2008, BPF decided to include Varsovia (Poland) in its amicable retail recovery

activities for Credipar, as well as its English, German and Austrian subsidiaries.

The collection stages and actions include:

• Amicable stage – when a lease is less than 90 days past due (dpd):

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FCT Auto ABS Compartiment 2012-1

July 2012 11

o scoring;

o automatic amicable recovery, function of the payment behaviour (automated reminders

sent);

o phone number search; and

o personalised recovery process by phone.

• Pre-contentious stage – when a lease is between 90 dpd and 150 dpd:

o physical search for the client;

o additional telephone follow-up;

o specific treatment of over-indebtedness cases;

o attempts to gain title to the assets; and

o use of bailiffs.

• Contentious stage – when a lease is more than 150 dpd:

o personalised process set-up to provide support to financially distressed customers,

with possible rescheduling plans or agreed sale of their car;

o seizure of the vehicle, using external, specialised firms; and

o sale of the vehicle is conducted by experienced auctioneers and takes between one

and two months on average (35 days on average).

Portfolio Summary

For its analysis, Fitch divided the portfolio into several sub-portfolios of receivables, which were

identified as being homogeneous as regards their defaults and recoveries — as per historical

data — as well as regards the different embedded options. These categories are as follows:

LOA – bipartite; LOA – tripartite; LOA – option favourable; CB – bipartite; and CB – tripartite.

This categorisation takes into account the different underlying lease categories, with different

RV settlement options embedded (repurchase obligation from a dealer or not) and/or the

obligor type (private or corporate).

Figure 4

Key Characteristics of the Portfolioª

Type of lease agreements Number

Current balance

(EUR)

Current balance

(%)

WA RV exposure

(%)

WA remaining

term (months)

WA seasoning

(months)

WA interest rate

(discounted) (%)

LOA – bipartite 6,245 68,921,187 6.4 29.3 39.4 16.7 9.8 LOA – tripartite 28,849 324,215,952 30.0 57.6 27.0 18.0 10.3 LOA – option favourable

11,398 122,342,481 11.3 12.9 41.5 18.5 10.8

CB – bipartite 52,117 456,739,819 42.3 8.7 35.6 16.0 9.9 CB – tripartite 9,776 107,780,091 10.0 58.5 25.5 20.5 11.3 Total 108,385 1,079,999,530 100 30.1 32.9 17.4 10.2

ª Portfolio breakdown as of 11 July 2012 Source: Fitch, CACF

The preliminary portfolio, as at 11 July 2012, comprised 108,385 leases receivables with an

average current balance of EUR9,964, totalling EUR1,080.00m. The portfolio has a weighted-

average (WA) seasoning of 17.4 months and a WA remaining term of 32.9 months. All the

receivables pay a fixed interest rate (the WA nominal interest rate – after discount – is 10.2%).

The WA RV exposure is 30.1%. For more details, please see Figure 4 above.

Portfolio Credit Analysis General Approach

Under its analysis, Fitch has considered that the seller/servicer, Credipar, would be insolvent at

some point during the transaction revolving period (ie before the transaction has started

amortising). Therefore, considering the potential effect of Credipar’s bankruptcy proceedings

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 12

(see Transaction and Legal Structure – Key Legal Aspects: Possible Effect of Seller’s

Insolvency section), the agency has assumed that both the RV amounts – when neither the

lessee nor the relevant dealer (when tripartite agreements are concerned) purchases the car –

and the recoveries coming from the sale of the car (the so-called secured recoveries) would be

lost to the issuer.

Furthermore, under the relevant stress scenarios envisaged by Fitch, the agency has

considered that the used car market would be distressed – especially with respect of Peugeot’s

and Citroën’s cars under a scenario where Credipar is insolvent – providing no incentive for a

lessee or a dealer (when LOA – option favourable contracts are concerned) to purchase the

underlying car at the contractual RV price. Fitch has therefore assumed that none of the

lessees would either prepay their lease contract or exercise the RV purchase option at lease

maturity.

Lastly, Fitch has envisaged that the dealer repurchase obligations embedded in the tripartite

agreements would not be honoured in certain cases, due to relevant dealer being insolvent

under the contemplated stressed environment.

Figure 5 illustrates the different scenarios of loss that could be incurred, depending on the

lessee and/or dealer behaviour.

Figure 5

Different Scenarios of Loss

Source: Transaction document

Loss = 0

Loss = RV Loss - Obligor Unsecured Recoveries

Loss = 0

Loss = 0

Loss = RV Loss

Early Settlement

Default

Purchases Car at RV Price

Goes to Contract Term

Dealer Repurchases Car at RV Price(Only Applicable to Tripartite Agreements)

Returns Car

Dealer Does Not Repurchase Car

Discount Rate and Effect on Portfolio Yield

Eligibility criteria and a discounting purchase mechanism will ensure that the implied interest

rate of any lease in the portfolio remains above or equal to 9.5%.

Default Risk

Fitch reviewed separate default data (cumulative default rates per origination vintage) for LOA

– bipartite, LOA – tripartite, LOA – option favourable, CB – bipartite and CB – tripartite products

provided by Credipar. Because of the different default behaviour observed for the different

lease categories — whether during a benign economic period (origination vintage 2005) or

during the recent recessionary period (origination vintages post-2006) — Fitch has

distinguished between these different categories of products in its default base case

assumptions. Such differences pertain, in particular, to the different obligor bases (individuals

for LOA versus SMEs for CB) as well as the different financing options of the product

categories (whether bipartite, tripartite or option favourable).

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 13

Figure 6

0

1

2

3

4

5

6

7

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

2004 2005 2006 2007 2008 2009 2010(%)

Cumulative Defaults per Origination Vintage on LOA - Bipartite

Source: Fitch, Credipar

(Quarters since origination)

Figure 7

0

1

2

3

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

2004 2005 2006 2007 2008 2009 2010(%)

Cumulative Defaults per Origination Vintage on LOA - Tripartite

Source: Fitch, Credipar

(Quarters since origination)

Figure 8

0

1

2

3

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

2004 2005 2006 2007 2008 2009 2010(%)

Cumulative Defaults per Origination Vintage on LOA - Option Favourables

Source: Fitch, Credipar

(Quarters since origination)

Figure 9

0

1

2

3

4

5

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

2004 2005 2006 2007 2008 2009 2010(%)

Cumulative Defaults per Origination Vintage on CB - Bipartite

Source: Fitch, Credipar

(Quarters since origination)

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 14

Figure 10

0123456789

0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25

2004 2005 2006 2007 2008 2009 2010(%)

Cumulative Defaults per Origination Vintage on CB - Tripartite

Source: Fitch, Credipar

(Quarters since origination)

In determining base-case assumptions, Fitch also took into account peer comparison data from

other independent and captive French auto lease providers. Also considering the French

economic outlook and the unemployment situation, Fitch determined a base case default rate

(DR) of 5.0% for the LOA – bipartite leases, 2.3% for the LOA – tripartite leases, 2.8% for the

LOA – option favourable leases, 5.0% for the CB – bipartite leases, and 8.0% for the CB –

tripartite leases.

Fitch reviewed separate recovery data (cumulative recovery rates per origination vintage,

consisting of the cumulative recoveries expressed as a percentage of the cumulative defaults

of a given origination vintage) for LOA – bipartite, LOA – tripartite, LOA – option favourable, CB

– bipartite, and CB – tripartite products provided by Credipar.

However, assuming that secured recoveries would be lost to the issuer under certain scenarios

(see General Approach above) the agency has disregarded the secured portion of recoveries

and only considered the unsecured portion. In light of the available historical data and the

French economic outlook, and considering the different nature of unsecured recovery

prospects depending on debtor type — whether an individual or a SME — Fitch assigned a

base case recovery rate (RR) of 15% for the LOA – bipartite, LOA – tripartite and LOA – option

favourable leases, and a base case RR of 10% for the CB – bipartite and CB – tripartite leases.

Figure 11 Base Case Default and Recovery Assumptions

Product (%) Size (%) Default base

case (%) Recovery base

case (%) Loss base case

(%)

LOA – bipartite 6.4 5.0 15.0 4.3 LOA – tripartite 30.0 2.3 15.0 2.0 LOA – option favourable 11.3 2.8 15.0 2.4 CB – bipartite 42.3 5.0 10.0 4.5 CB – tripartite 10.0 8.0 10.0 7.2

Source: Fitch

In line with its EMEA consumer ABS criteria, Fitch has applied rating-dependant stresses to the

base case default and recovery levels.

The agency applied a median multiple stress to the default base case (x 5 at ‘AAAsf’) taking

into account the quality of the data used to derive such base case figures, the level of the base

case compared to the originator’s historical data and, in particular, the fact the default base

case incorporates elements of economic stress (capturing a period of significant growth in

unemployment). The default multiple stress applied also reflects the higher exposure of the

transaction to a deteriorating macroeconomic environment, due to its revolving feature.

The agency applied haircut stresses to the recovery base case between the lower and median

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 15

band at each rating level (eg 45% haircut at ‘AAAsf’), taking into account the fact that the

recovery base case incorporates elements of economic stress and considering the unsecured

nature of the recoveries.

Dealer Repurchase Obligation for Tripartite Contacts

The LOA – tripartite and CB – tripartite contracts (which account for 40% of the portfolio at

closing) benefit from an obligation of the dealers to buy back the car at the contractual RV price.

Fitch has analysed the impact of a default of the PSA dealer network, comprising either

independent dealers (approximately two thirds of the tripartite portfolio at closing) or a

branch/subsidiary of PSA group (PSA dealers). Under a ‘AAAsf’ scenario, the agency has

considered that 20% of the independent dealers would be able to honour their repurchase

obligations while none of the PSA dealers would (assuming that, in light of PSA/Credipar’s

bankruptcy, no Peugeot dealers would fulfil their purchase commitments).

Overall, under a ‘AAAsf’ scenario, Fitch has assumed that 13% of the dealers would be able to

honour their repurchase obligations within the tripartite agreements.

Revolving Period and Worst Case Portfolio

The transaction has a maximum 30 month revolving period, which would stop under certain

conditions (see amortisation events described in the Priority of Payments section).

Despite the revolving period being relatively long (exceeding two years) given the short

maturity of the assets being securitised and the potentially high portfolio turnover, Fitch’s view

is that the amortisation events prevent any significant shift of the portfolio quality occurring as a

result of the revolving feature. Furthermore, the agency considers that the applicable global

eligibility criteria (see Leases Eligibility Criteria section) and the receivables selection process

(random selection within the receivables complying with the transaction eligibility criteria)

provide limited room for the portfolio to evolve substantially.

Lastly, within its credit analysis, the agency determined a worst case portfolio, ie an achievable

portfolio in terms of composition (given the portfolio composition at closing and the constraints

imposed by the global eligibility criteria, which apply at closing and during the revolving period)

built on the view of maximising the overall portfolio expected loss. This worst case portfolio

would be reached during the revolving period and consists of 10% of LOA – bipartite leases,

34% of LOA – tripartite leases, 1% of LOA – option favourable leases, 42% of CB – bipartite

leases, and 13% of CB – tripartite leases.

Aggregated View

Considering the worst case portfolio determined above (see section Revolving Period and

Worst Case Portfolio), based on the different assumptions described above and in light of the

approach described in the General Approach section, Fitch arrived at the rating DR, RR,

default loss rate (DLR), RV loss rate (RVLR) and overall loss rate (overall LR) assumptions

described in Figure 12.

Figure 12 Static Stressed Assumptions (%) Base case AAAsf

Rating DR 4.5 22.3 Rating RR 11.5 6.3 Rating DLR 3.9 20.8 Non-prepaid, non defaulted portion 95.6 77.8 RV exposure 35.0 35.0 Overall dealer purchase rate 24.1 6.0 RVLR 20.0 25.0 Overall LR 24.0 45.9

Source: Fitch

Structured Finance

FCT Auto ABS Compartiment 2012-1

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Asset Outlook

Fitch has a stable to declining asset outlook for French consumer ABS transactions. However,

although the agency forecasts French economic activity to remain weak over the next two

years, characterised by high unemployment, defaults are likely to remain within base-case

expectations, as they already incorporate Fitch’s short-term macroeconomic expectations.

Financial Structure and Cash Flow Analysis

Fitch used its proprietary cash flow model to test the ability of the asset pool to make interest

and principal payments due under the rated notes. It modelled the static asset pool, taking into

account the scheduled amortisation profile, as well as the stressed default and recovery

assumptions and considered that none of the lessees would prepay or exercise their RV

purchase option, in light of the analytical approach described in the Portfolio Credit Analysis -

General Approach section above.

Lastly, the agency assumed that a significant portion of the scheduled RV amounts (when the

relevant lessee does not exercise its RV purchase option at lease term, and the dealer is not

available to honour its purchase obligation in the case of the tripartite agreements) is not paid

to the issuer account.

The liability structure was configured to reflect the transaction structure, specifically with

respect to the capital structure, interest rate swaps and priority of payments. Fitch modelled a

stressed servicing fee assumption of 1.2% at ‘AAAsf’.

The model used a default definition of five-month delinquency, in line with the transaction

default definition.

In view of the high underlying yield on the receivables (including the purchase discount

mechanism which provides that all leases pay an interest rate above 9.5%), excess spread can

contribute towards covering a certain portion of the defaulted contracts (even in high rating

scenarios). Additionally, Fitch has modelled the accelerated amortisation period of the

transaction, the entry into which would have been triggered by Credipar’s insolvency (see

Portfolio Credit Analysis – General Approach). In light of the 30 months revolving feature, the

agency has deemed it more likely that Credipar’s insolvency would occur before the transaction

entry into amortisation and, therefore, has assumed that the accelerated amortisation period

would apply right after the termination of the revolving period. As a result, Fitch has considered

that all the excess spread would be trapped in the structure during the amortisation period.

However, Fitch’s cash flow modelling limited the credit to excess spread, due to the WA

coupon compression (WAC compression) assumptions (whereby the available coupon earned

on the asset balance is stressed with a 50% compression for defaulted receivables and a 25%

compression for prepaying receivables).

Based on available static historical default data, Fitch derived two default timings — a historical

default timing and a more front-loaded timing — and tested the resilience of the structure to

both assumptions. Similarly, the agency modelled the timing of recoveries following default, in

light of the historical recovery data received.

Due to the interest swap arrangement, there was very little sensitivity to interest rates, as the

issuer receives from the swap counterparties the exact floating amount due to the class A

notes.

According to Fitch’s modelling results, sufficient cash flows are generated in the relevant rating

scenario to make timely payment of interest and payment of principal to the class A notes by

the final maturity date, in accordance with the transaction documents.

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FCT Auto ABS Compartiment 2012-1

July 2012 17

Rating Sensitivity1

This section of the report provides a greater insight into the model-implied sensitivities the

transaction faces when one risk factor is stressed, while holding others equal. The modelling

process first uses the estimation and stress of base case assumptions to reflect asset

performance in a stressed environment; secondly, the structural protection was analysed in a

customised proprietary cash flow model (see Financial Structure and Cash Flow Modelling).

The results below should only be considered as one potential outcome, given that the

transaction is exposed to multiple risk factors that are all dynamic variables.

Rating Sensitivity to Default

The change in rating (ie ratings migration), if the base case joint probability of default for each

receivable is increased by a relative amount, is demonstrated below. For example, increasing

the base case default by 50% may result in a four-notch downgrade of the class A notes, from

‘AAAsf’ to ‘A+sf’.

Rating Sensitivity to Increased Defaults Class A

Original rating AAAsf Increase base case by 10% AA+sf Increase base case by 25% AAsf Increase base case by 50% A+sf

Source: Fitch

Rating Sensitivity to Recovery Rates

The change in rating if the base case recovery rates are adjusted is demonstrated in the Rating

Sensitivity to Reduced Recovery Rates table.

Rating Sensitivity to Reduced Recovery Rates Class A

Original rating AAAsf Reduce base case by 10% AAAsf Reduce base case by 25% AAAsf Reduce base case by 50% AAAsf

Source: Fitch

Rating Sensitivity to Shifts in Multiple Factors

The Rating Sensitivity to Increased Default and Reduced Recovery Rates table summarises

the rating sensitivity to stressing multiple factors concurrently. Three scenarios are evaluated to

demonstrate the sensitivity of the rating to varying degrees of stress, ie mild, moderate and

severe changes to the expected level of defaults and recoveries.

Rating Sensitivity to Increased Default and Reduced Recovery Rates Class A

Original rating AAAsf Increase defaults by 10% and reduce recoveries by 10% AA+sf Increase defaults by 25% and reduce recoveries by 25% AAsf Increase defaults by 50% and reduce recoveries by 50% A+sf

Source: Fitch

1 These sensitivities only describe the model-implied impact of a change in one of the input variables.

This is designed to provide information about the sensitivity of the rating to model assumptions. It should not be used as an indicator of possible future performance

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FCT Auto ABS Compartiment 2012-1

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Criteria Application, Model and Data Adequacy

Criteria Application

Due to the nature of the underlying receivables, which are granular and homogeneous in their

default risk, the transaction was analysed primarily using the criteria, EMEA Consumer ABS

Rating Criteria, dated 12 July 2012.

Fitch paid particular attention to the sub-portfolio made up of leases to SMEs (the SME sub-

portfolio, consisting of the CB – bipartite and CB – tripartite lease receivables). Fitch deemed

the application of its EMEA Consumer ABS Rating Criteria appropriate to address the risk of

this particular pool. The agency noted, in particular, the high number of obligors within the SME

sub-portfolio, the limited average obligor balance, the relatively low concentration (the top

obligor represents 0.06% of the SME sub-portfolio at closing) and the absence of any specific

geographic or industry concentration.

Model

In accordance with Fitch’s EMEA Consumer ABS Rating Criteria, published July 2012, the

transaction cash flows were modelled under different asset performance stress assumptions,

taking into account the deal structure, as outlined in this report (see Financial Structure and

Cash Flow Analysis).

Data Adequacy

Fitch was provided with portfolio stratification data covering various parameters, including

current and original lease balances, current and original RV exposure, original loan-to-value,

original and remaining terms to maturity, seasoning, geographical distribution, yield and

origination breakdown; these were also split by lease type.

In addition, Fitch was provided with: monthly origination volumes; dynamic delinquency data;

prepayment data; and data on cumulative defaults and recoveries following default from 2004

to 2011, split by different sub-pools.

The data received by Fitch was considered sufficient for the application of the above criteria.

The agency specifically noted that origination volumes have been relatively stable. It also noted

that the period considered (2004 to 2011) covers an entire economic cycle in France. In

particular, the default and recovery data incorporates elements of economic stress, including

the steady increase in unemployment in France in 2008 and 2009.

Lastly, Fitch reviewed an Agreed Upon Procedures (AUP) report regarding the data provided

by the arranger. An internationally recognised accounting firm conducted the report, which

included a detailed review of 461 files, providing a 99:1 level of confidence. Fitch believes the

sample size, the relevance of the tested fields, and the lack of material error findings suggest

the originator provided an acceptable quality of data. As a result, Fitch made no adjustments to

its analysis with respect to the data provided. For more detail regarding Fitch’s review of the

origination process, please see Asset Analysis section.

Counterparty Risk

Servicing

No back-up servicer was appointed at closing of the transaction. Nevertheless, the agency

drew comfort from a number of operational and structural features in place that mitigate

servicing discontinuity risk.

Upon the occurrence of a servicer termination event (STE, which includes the insolvency of the

servicer), the management company will be entitled to identify a new servicer and negotiate a

replacement servicing agreement with such new servicer. The management company shall

appoint such replacement servicer with the prior approval of the custodian (although, if the

management company considers that the custodian is holding or delaying its consent

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 19

unreasonably, it shall be entitled to set aside the opinion of the custodian).

Following the termination of the appointment of the servicer, the management company will

notify the obligors and relevant dealers of the assignment of the relevant receivables to the

issuer and instruct them to pay into an account specified by it. Such notification will be made

possible, in particular, by the mechanism under which the seller delivers to the management

company, on a monthly basis, an encrypted data file containing the debtors’ information (in

compliance with the applicable confidentiality and data protection laws). Such data can be

decrypted via the delivery of a decryption key upon the occurrence of an STE. Furthermore, the

servicer will have to transfer to the new servicer all necessary information in order to effectively

transfer the servicing functions.

Fitch’s view is that the management of lease data and information, together with the

operational steps in place at transaction level and the defined responsibility of the management

company to find a replacement servicer, should reduce the servicing transfer time. In addition,

the structure provides several mitigants as regards liquidity and commingling risk, which are

described in the Commingling and Liquidity sections below.

In Fitch’s opinion, the different arrangements adequately mitigate the servicing continuity risk,

in accordance with Fitch’s Criteria for Servicing Continuity Risk for Structured Finance

Transactions, dated 12 August 2011

Commingling

All the payments made with respect of the receivables are credited to the servicer account,

which is a specially dedicated account (SDA) opened on the name of the issuer. The French

Monetary and Financial Code provides that the creditors of the seller/servicer have no right

over the sums credited to the SDA, since these sums are for the exclusive benefit of the issuer.

Under the servicing agreement, the servicer has undertaken vis-à-vis the issuer that all direct

debits shall be directly credited into the SDA and to promptly transfer to the SDA any amount of

collections standing to the credit of any other of its bank accounts. The servicer furthermore

undertakes to transfer to the issuer account any amount standing to the credit of the SDA

within five business days.

Upon termination of the appointment of the servicer, the management company will instruct the

debtors to pay into any account specified by the management company.

In any case, the part of the collections not credited directly to the SDA, but transiting via other

accounts of the servicer (ie cheque payments) are potentially subject to commingling. To

mitigate the commingling risk as regard these payments, a commingling reserve has been

established and is adjusted on a dynamic basis to cover at least one month of prepayment

amounts.

Taking this into account, Fitch considers that the risk is adequately mitigated, in accordance

with the criteria, Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012.

Liquidity

The risk of liquidity outage in case of servicing disruption is first mitigated by the availability of

the general reserve, which at any time is aimed at liquidity and is sufficient to cover

approximately four to five months of senior fees and interest on the notes.

Furthermore, either the scheduled payments made by direct debits and directly credited to the

SDA prior to the debtors’ notification, or the amounts available in the commingling reserve

which can be drawn to compensate for any instalments not credited to the issuer account (see

Commingling section above) would be available to provide liquidity support if needed.

Additionally, it shall be noted that the applicable priorities of payments provide that principal

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 20

can be used to make payments with respect to items 1 to 3 of the interest priority of payments,

in the event that there are insufficient interest available funds (see Priority of Payments section

above).

Fitch considers that the liquidity risk is adequately mitigated, in accordance with the criteria,

Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012.

Set-Off

The originator does not offer deposit accounts in France. Deposit-related set-off does not exist,

nor does contractual set-off, and Fitch’s view is that it is unlikely that any set-off risk may arise

during the transaction term.

Account Bank and Specially Dedicated Bank Account

From closing, Crédit Agricole Corporate and Investment Bank (‘A+’/Negative/‘F1+’) and Crédit

Agricole S.A. (‘A+’/Negative/‘F1+’) act respectively as account bank, holding the various issuer

accounts, and specially dedicated bank account, holding the servicer accounts which are

specially dedicated accounts (see Commingling section below).

The transaction documentation provides that in the event that the account bank or the specially

dedicated bank account is downgraded below either ‘F1’ or ‘A’ a replacement will be appointed.

In Fitch’s opinion, this arrangement adequately mitigates the counterparty risk related to the

account bank and to the specially dedicated bank account, in accordance with the criteria,

Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012.

Swap Counterparty

The issuer is expected to enter into two interest rate swap agreements. Deutsche Bank

(‘A+’/Stable/‘F1+’) and Natixis (‘A+’/Negative/‘F1+’) act as the interest rate swap counterparties.

Replacement downgrade language and other mechanisms, in line with Fitch’s criteria,

Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012, have been put

in place in the documentation in respect of Deutsche Bank and Natixis acting as interest rate

swap counterparties.

Performance Analytics

Throughout the life of the transaction, Fitch will monitor the performance of the collateral and

any changes at the servicer, or with the structure, that may influence the ratings of the notes.

Fitch will receive monthly servicer reports detailing the performance of the portfolio. These will

provide the basis for the agency’s surveillance of the performance of the transaction against

both base case expectations and the performance of the industry as a whole. The ratings on

the notes issued under the FCT Auto ABS Compartiment 2012-1 transaction will be reviewed

by a committee at least every 12 months, or where considered appropriate (eg in the event of a

deterioration in performance, an industry-wide development, or a change at Credipar that may

influence the transaction) with any affirmation or change in the ratings disseminated publicly.

Fitch’s quantitative analysis will focus on monitoring the key performance parameters

(delinquencies, defaults, recoveries, prepayments and RV losses) against the base case

assumptions.

The agency’s structured finance performance analytics team ensures that the assigned ratings

remain, in the agency’s view, an appropriate reflection of the issued notes’ credit risk. Details of

the transaction’s performance are available to subscribers at www.fitchratings.com.

Please call the Fitch analysts listed on the first page of this report with any queries regarding

the initial analysis or the ongoing performance.

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 21

Appendix A: Transaction Overview

FCT Auto ABS Compartiment 2012-1 France/Auto Leases

Figure 13

Capital Structure

Class Ratings Rating Outlook Size (%) Size (mEUR) CE

(%) PMT Freq. Final Maturity TT (%) TTLM

A AAAsf Stable 67.0 723.60 33.0 Monthly July 2026 67.0 2.8 B NRsf n.a. 33.0 356.40 0.0 Monthly July 2026 n.a. n.a. Total 1,080.00 General reserve 1.0% of initial notes balance Performance reserve 1.5% of initial notes balance

Source: Fitch

Key Information Details Parties

Closing date 24 July 2012 Seller/originator Credipar Country of assets and type French auto leases Servicer Credipar Country of SPV France Account bank Crédit Agricole Corporate and Investment Bank Analyst Paul Peyré Specially dedicated bank account Crédit Agricole S.A. +33 1 4429 9170 Interest rate swap counterparties Deutsche Bank and Natixis paul.peyre@fitchratings.com Management company France Titrisation

Source: Fitch

Summary

Key Rating Drivers

• No Credit to Vehicle Sales: Based on the legal opinion and memo received, Fitch Ratings’ view is that, depending on the outcome of Credipar’s bankruptcy proceedings, the proceeds from the receivables related to the sale of the underlying vehicles could be lost, or not be made available in a timely manner, to the issuer. In its analysis, the agency has considered the issuer would not benefit from such amounts.

• Distressed Used Cars Market: Under its stress scenarios, Fitch has considered used car values depreciate, providing limited incentive for lessees to purchase the underlying car at a predetermined price. The agency has therefore assumed that none of the lessees would either prepay or exercise their RV purchase option at lease maturity.

• Revolving Period Risk Mitigated: The transaction has a maximum 30-month revolving period, after which, the portfolio will become static and will amortise. The early amortisation triggers, along with the eligibility criteria and the available credit enhancement, adequately mitigate the risk added by the revolving period.

• Servicing Continuity Risk: Credipar is the servicer. No back-up servicer was appointed at closing of the transaction. However, servicing continuity risks are mitigated by different operational elements. Furthermore, several factors mitigate the commingling risk (including the use of a specially dedicated collection account and the availability of a dedicated commingling reserve), while an adequately sized reserve fund (the general reserve) is available for liquidity.

• Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector.

Source: Fitch

Simplified Structure Diagram

Source: Transaction documents, Fitch

Servicer:Crédipar

Cash Manager:Banque PSA Finance

"Management Company:

France Titrisation"

Interest Rate Swap Counterparties:

Deutsche Bank and Natixis

Account Bank:Crédit Agricole Corporate and

Investment Bank

Specially Dedicated Bank Account:

Crédit Agricole S.A.

Issuer:FCT Auto ABS

Compartiment 2012-1

Class A Notes

Class B Notes

Originator/Seller:

CrédiparObligors Investors

Structured Finance

FCT Auto ABS Compartiment 2012-1

July 2012 22

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Copyright © 2012 by Fitch, Inc., Fitch Ratings Ltd. and its subsidiaries. One State Street Plaza, NY, NY 10004.Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings, Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch’s factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch’s ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed.

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PAR3322943 238

APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY S&P

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Eqpegtpu cpf okvkicvkpi hcevqtu

· Kp qwt xkgy- Htcpeg(u ocetqgeqpqoke gpxktqpogpv jcu ukipkhkecpvn{ fgvgtkqtcvgf cpf vjg wpgornq{ogpv hqtgecuv

oc{ chhgev eqpuwogt nqcp rgthqtocpeg )ugg #Geqpqoke Tgugctej< Pq Hcuv Ncpg Qwv Qh Gwtqrg(u Tgeguukqp-#

rwdnkujgf qp Crtkn 5- 3123*/ Yg jcxg eqpukfgtgf vjku kp qwt dcug.ecug cuuworvkqpu/

· Kh Etgfkrct dgeqogu kpuqnxgpv- yg wpfgtuvcpf vjgtg ku c tkum qh gctn{ vgtokpcvkqp qh eqpvtcevu d{ Etgfkrct(u

cfokpkuvtcvqt qt c rwtejcugt qh Etgfkrct(u dwukpguu/ Etgfkrct jcu rtqxkfgf c ngicn ogoq uvcvkpi vjcv vjg

cfokpkuvtcvqt ujqwnf pqv vgtokpcvg vjg eqpvtcevu dcugf qp egtvckp kpegpvkxgu- yjkej cnuq uvcvg vjcv c rwtejcugt

yqwnf ceswktg vjg eqpvtcevu cnqpi ykvj vjg ngcugf xgjkengu kp vjg gxgpv qh nkswkfcvkqp qt c ucng qh vjg rqtvhqnkq wpfgt

c dcpmtwrve{ uegpctkq/ Vjku ngicn cpcn{uku- eqodkpgf ykvj swcnkvcvkxg hcktpguu cpf geqpqoke ctiwogpvu- uwrrqtvu

qwt (CCC )uh*( tcvkpi qp vjg encuu C pqvgu/

· Vjg vkvng qh vjg xgjkeng tgockpu ykvj vjg nguuqt )Etgfkrct*/ Kh vjg nguuqt dgeqogu kpuqnxgpv cpf c vjktf rctv{

rwtejcugu vjg eqpvtcevu cpf xgjkengu- vjg rwtejcugt yqwnf jcxg pq ngicn qdnkicvkqp vq rcuu vjg ucng rtqeggfu qh vjg

xgjkengu vq vjg kuuwgt- kh kv ku tgvwtpgf qt tgrquuguugf/ Vjku yqwnf dg dgecwug vjg qdnkiqt jcu fghcwnvgf qt pqv

gzgtekugf c rwtejcug qrvkqp/ Yg jcxg ikxgp nkokvgf etgfkv vq vjg xgjkengu( ucngu rtqeggfu kp qwt etgfkv cpf ecuj hnqy

cpcn{uku/

· Uqog eqpvtcevu kpenwfg c urqpuqtgf rwtejcug qrvkqp yjgtg vjg qdnkiqt ecp rwtejcug vjg xgjkeng fwtkpi c egtvckp

rgtkqf cv c rtkeg dgnqy vjg tgukfwcn xcnwg qh vjg eqpvtcev/ Yg jcxg uk|gf vjg ghhgev qh gzgtekukpi vjg urqpuqtgf

rwtejcug qrvkqp kp qwt ecuj hnqy cpcn{uku/ Kp qwt ecuj hnqy cpcn{uku- yg kpeqtrqtcvgf c fgetgcug kp vjg tcvg qh vjg

eqpvtcev vq ceeqwpv hqt vjg rtkpekrcn nquu yjgp vjg qrvkqp ku gzgtekugf/

· Vjg etgfkv swcnkv{ qh vjg rqqn oc{ ujkhv cpf vjg rgthqtocpeg oc{ fgvgtkqtcvg fwtkpi vjg tgrngpkujogpv rgtkqf fwg

vq vjg uwduvkvwvkqp qh coqtvk|kpi cuugvu/ Jqygxgt- vjg vtcpucevkqp hgcvwtgu ugxgtcn uvtwevwtcn okvkicpvu- uwej cu ecru

qp uqog qh vjg tkumkgt rtqfwevu cpf egtvckp rgthqtocpeg vtkiigtu )coqpi qvjgt hgcvwtgu- kh gzeguu urtgcf ku fggogf

kpuwhhkekgpv wpfgt vjg vtcpucevkqp fqewogpvu vq engct cp{ rc{ogpv fghkekgpe{ ngfigt ]RFN_ dcncpeg*- yjkej yqwnf

uvqr vjg tgrngpkujogpv rgtkqf kh vjg rgthqtocpeg ygtg vq fgvgtkqtcvg uwduvcpvkcnn{/ Hwtvjgtoqtg- qwt dcug.ecug nquu

cuuworvkqpu vcmg kpvq ceeqwpv etgfkv swcnkv{ fgvgtkqtcvkqp fwg vq rqtvhqnkq eqorqukvkqp ejcpigu/

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· Cnvjqwij eqnngevkqpu qp uejgfwngf ngcug kpuvcnnogpvu ctg fktgevn{ etgfkvgf vq c urgekcn eqnngevkqp ceeqwpv fgfkecvgf

vq vjg kuuwgt rctvkcnn{ cfftguugu eqookpinkpi tkum- uqog tkum tgockpu hqt rtgrc{ogpvu cpf eqnngevkqpu tgegkxgf ykvj

tgurgev vq vjg rqtvkqp qh rwtejcug qrvkqpu gzgtekugf/ Yg dgnkgxg vjku tkum ku okvkicvgf d{ c eqookpinkpi tgugtxg -

yjkej vjg qtkikpcvqt yknn hwpf cv enqukpi cpf f{pcokecnn{ cflwuv vq vjg tkum rtqhkng kp vjg rqtvhqnkq/

· Vjgtg yknn dg pq eqpvtcevgf dcemwr ugtxkegt cv enqukpi/ Kp qwt ecuj hnqy cpcn{uku- yg jcxg oqfgngf crrtqrtkcvg

uvtguugu ykvj tgurgev vq c rqvgpvkcn ugtxkegt tgrncegogpv- kpenwfkpi c uvtguugf ugtxkegt hgg/

Vtcpucevkqp Uvtwevwtg

Vjku vtcpucevkqp yknn wug cp gzkuvkpi HEV cu vjg kuuwkpi urgekcn rwtrqug xgjkeng )URX*- Cwvq CDU HEV- yjkej yknn dg

ugitgicvgf kp vjg Eqorctvogpv 3123.2- vjg vjktf ugtkgu qh vjg hwpf/ Vjku Htgpej ugewtkvk|cvkqp xgjkeng ku

dcpmtwrve{.tgoqvg d{ ncy/

Kp qtfgt vq hkpcpeg vjg rwtejcug qh vjg rqtvhqnkq qh cwvq ngcug cpf tgukfwcn xcnwg tgegkxcdngu vjcv Etgfkrct qtkikpcvgf- kv

yknn kuuwg ugpkqt pqvgu )vjg encuu C pqvgu* cpf lwpkqt pqvgu )vjg encuu D pqvgu*/

Vjg vtcpucevkqp yknn gzjkdkv ugrctcvg kpvgtguv cpf rtkpekrcn rc{ogpv ycvgthcnnu- yjkej yknn dg rwtgn{ ugswgpvkcn/ Wpfgt

cfxgtug ektewouvcpegu- vjku ycvgthcnn ecp eqodkpg cpf uykvej vq ceegngtcvgf oqfg/ Vjg uwdqtfkpcvkqp qh vjg encuu D

pqvgu cpf gzeguu urtgcf rtqxkfg etgfkv gpjcpegogpv hqt vjg encuu C pqvgu/ Vjg ecuj tgugtxg yknn rtkoctn{ ugtxg cu cp

kpjgtgpv uqwteg qh nkswkfkv{ ykvjkp vjg fgcn/

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Qtkikpcvqt

Etgfkrct ku c uwdukfkct{ qh DRH- vjg ecrvkxg hkpcpekpi eqorcp{ cpf c 211& uwdukfkct{ qh vjg cwvq ocpwhcevwtgt- RUC

Rgwigqv Ekvtqíp Itqwr/ Kv jcu jgnf c dcpmkpi nkegpug kp Htcpeg ukpeg 2;;6/ Etgfkrct(u ockp dwukpguu cevkxkv{ ku vq

hkpcpeg vjg ocpwhcevwtgt(u xgjkeng ucngu- dwv kv cnuq qhhgtu qvjgt hkpcpekcn ugtxkegu vq gpf.ewuvqogtu- cu ygnn cu

hkpcpekpi xgjkeng uvqemu cpf urctg rctvu hqt vjg fgcngt pgvyqtm/

Yg eqpukfgt vjcv Etgfkrct jcu c jkij ngxgn qh gzrgtkgpeg kp kvu eqtg dwukpguu qh cwvq hkpcpekpi/ Vjg pgvyqtm qh Rgwigqv

cpf Ekvtqíp fgcngtu kp Htcpeg qtkikpcvgu vjg eqpvtcevu/ Jqygxgt- fgcngtu fq pqv jcxg cp{ etgfkv cwvjqtkv{ cpf Etgfkrct

jcpfngu wpfgtytkvkpi/ Cnn kpeqokpi crrnkecvkqpu ctg etgfkv ueqtgf wukpi c tcpig qh kprwvu- uwej cu gzvgtpcn etgfkv

dwtgcw kphqtocvkqp- cig- vkog cv vjg lqd- fqyp.rc{ogpv- qt rtgxkqwu gzrgtkgpeg ykvj vjg ewuvqogt/ Oquv ugtxkekpi

cevkxkv{ ku fqpg kp.jqwug- kpenwfkpi #tgiwnct# ugtxkekpi cpf xgjkeng tgrquuguukqp/

Ecuj hnqy ogejcpkeu

Vjg encuu C cpf D pqvgu yknn rc{ kpvgtguv cv c hnqcvkpi.tcvg qp oqpvjn{ kpvgtguv rc{ogpv fcvgu/ Kpkvkcnn{- vjg vtcpucevkqp

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yknn jcxg ugrctcvg kpvgtguv cpf rtkpekrcn ycvgthcnnu/ Vjg kpvgtguv ycvgthcnn yknn hgcvwtg c RFN ogejcpkuo vjtqwij yjkej

CWVQ CDU HEV EQORCTVKOGPV 3123.2 ecp wug gzeguu urtgcf vq ewtg fghcwnvu qh ngcug tgegkxcdngu/ Vjg kuuwgt

yqp(v rc{ cp{ rtkpekrcn vq pqvgjqnfgtu fwtkpi vjg tgrngpkujogpv rgtkqf- dwv vjg rtkpekrcn ycvgthcnn rtqxkfgu hqt

ugswgpvkcn rc{fqyp qpeg vjg coqtvk|cvkqp rgtkqf uvctvu/ Kh egtvckp rgthqtocpeg vtkiigtu ctg dtgcejgf )kpenwfkpi

ugtxkegt kpuqnxgpe{*- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn cnnqecvg ecuj hnqyu ceeqtfkpi vq c eqodkpgf

ycvgthcnn yjgtg kv wugu cnn gzeguu urtgcf vq rc{ fqyp pqvgu kp ugswgpvkcn qtfgt/

Kpvgtguv ycvgthcnn

Wpnguu c rgthqtocpeg vtkiigt jcu dggp dtgcejgf- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn crrn{ cnn kpvgtguv

eqnngevkqpu cpf uycr tgegkrvu vq vjg hqnnqykpi kpvgtguv ycvgthcnn qp cp{ oqpvjn{ kpvgtguv rc{ogpv fcvg )vjg ecuj

tgugtxg ku cxckncdng vq ocmg rc{ogpvu fqyp vq kpvgtguv rckf qp vjg encuu C pqvgu*<

· Ugtxkekpi hggu cpf ugpkqt gzrgpugu=

· Pgv uycr rc{ogpvu vq vjg ugpkqt uycr=

· Kpvgtguv qp vjg encuu C pqvgu=

· Tgrngpkujogpv qh vjg ecuj tgugtxg=

· RFN ogejcpkuo=

· Ugpkqt uycr vgtokpcvkqp rc{ogpvu=

· Pgv uycr rc{ogpvu vq vjg lwpkqt uycr=

· Kpvgtguv qp vjg encuu D pqvgu= cpf

· Rc{ogpv vq tgukfwcn wpkv jqnfgtu/

Kp qwt ecuj hnqy cpcn{uku- yg uvtguugf cnn coqwpvu tcpmkpi ugpkqt vq kpvgtguv rc{ogpvu qp vjg pqvgu/

Rtkpekrcn ycvgthcnn

Wpnguu c rgthqtocpeg vtkiigt ku dtgcejgf- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn crrn{ cnn rtkpekrcn

eqnngevkqpu cpf coqwpvu tgegkxgf vjtqwij vjg RFN vq vjg hqnnqykpi rtkpekrcn ycvgthcnn qp cp{ oqpvjn{ kpvgtguv

rc{ogpv fcvg )tgrc{ogpv qh rtkpekrcn qp vjg pqvgu uvctvu qpn{ chvgt vjg gpf qh vjg tgrngpkujogpv rgtkqf*<

· Rwtejcug qh cffkvkqpcn cuugvu )fwtkpi vjg tgrngpkujogpv rgtkqf qpn{*=

· Rc{ogpv qh vjg hktuv vjtgg kvgou qh vjg kpvgtguv rtkqtkv{ qh rc{ogpv kp vjku qtfgt=

· Rtkpekrcn qp vjg encuu C pqvgu=

· Rtkpekrcn qp vjg encuu D pqvgu= cpf

· Rc{ogpv vq tgukfwcn wpkv jqnfgtu/

Eqodkpgf ycvgthcnn

Cp{ qh vjg hqnnqykpi gxgpvu yqwnf ceegngtcvg vjg ycvgthcnn )k/g/- cp ceegngtcvgf tgfgorvkqp gxgpv*<

· Kh CWVQ CDU HEV EQORCTVKOGPV 3123.2 hcknu vq rc{ kpvgtguv qp vjg oquv ugpkqt qwvuvcpfkpi encuu qh pqvgu=

· Kh Etgfkrct dgeqogu kpuqnxgpv= cpf

· Kh vjg rtkpekrcn fghkekgpe{ coqwpv tgrtgugpvu oqtg vjcp 61& qh vjg qwvuvcpfkpi coqwpv qp vjg encuu D pqvgu/

Hqnnqykpi cp ceegngtcvgf tgfgorvkqp gxgpv- vjg dtgcej qh c rgthqtocpeg vtkiigt )ugg dgnqy*- vjg kpvgtguv cpf rtkpekrcn

ycvgthcnnu cdqxg uykvej kpvq c eqodkpgf ycvgthcnn- vq yjkej CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn crrn{ cnn

cxckncdng coqwpvu qp vjg oqpvjn{ kpvgtguv rc{ogpv fcvgu<

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· Ugtxkekpi hggu cpf ugpkqt gzrgpugu )kpenwfkpi rqvgpvkcn kpegpvkxk|cvkqp rc{ogpvu vq vjg kpuqnxgpe{ cfokpkuvtcvqt*=

· Pgv uycr rc{ogpvu vq vjg ugpkqt uycr=

· Kpvgtguv qp vjg encuu C pqvgu=

· Tgrngpkujogpv qh vjg ecuj tgugtxg=

· Rtkpekrcn qp vjg encuu C pqvgu=

· Ugpkqt uycr vgtokpcvkqp rc{ogpvu

· Pgv uycr rc{ogpvu vq vjg lwpkqt uycr=

· Kpvgtguv qp vjg encuu D pqvgu=

· Rtkpekrcn qp vjg encuu D pqvgu= cpf

· Rc{ogpv vq tgukfwcn wpkv jqnfgtu/

Ecnn qrvkqp

Etgfkrct ecp kuuwg c engcp.wr qhhgt cu uqqp cu vjg ciitgicvg rtkpekrcn dcncpeg qh vjg rgthqtokpi tgegkxcdngu ku nqygt

vjcp 21& qh vjg oczkowo ciitgicvgf qwvuvcpfkpi dcncpeg qh vjg tgegkxcdngu cv enqukpi= qt kh Etgfkrct jqnfu cnn vjg

tgockpkpi pqvgu/ Kh DRH gzgtekugu vjg qrvkqp- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn tgfggo vjg pqvgu kp hwnn-

kpenwfkpi ceetwgf kpvgtguv/

Etgfkv gpjcpegogpv

C eqodkpcvkqp qh gzeguu urtgcf cpf uwdqtfkpcvkqp yknn rtqxkfg etgfkv rtqvgevkqp hqt vjg encuu C pqvgjqnfgtu/

Oqtgqxgt- vjg ecuj tgugtxg yknn dg cxckncdng vq ewtg nkswkfkv{ ujqtvhcnnu kh cp{/

Gzeguu urtgcf

Gzeguu urtgcf yknn tguwnv htqo vjg fkhhgtgpeg dgvyggp )k* vjg kpvgtguv kpeqog tgegkxgf htqo vjg cuugvu cpf )kk* vjg

kpvgtguv rckf vq vjg pqvgjqnfgtu qh vjg tcvgf pqvgu rnwu cp{ ugpkqt hggu cpf gzrgpugu cpf vjg equv qh vjg uycr/ Cv

enqukpi- yg gzrgev vjcv vjku fkhhgtgpeg yknn coqwpv vq oqtg vjcp 711 dcuku rqkpvu )dru*/

Ecuj tgugtxg

Cv enqukpi- vjg ugnngt yknn hwpf c ecuj tgugtxg vjtqwij c fgrqukv gswcn vq 2/1& qh vjg xqnwog qh vjg encuu C cpf D pqvgu/

Vjg tgugtxg yknn uvctv vq coqtvk|g qpeg vjg encuu C cpf D pqvgu yknn uvctv vq coqtvk|g/ Fwtkpi vjg tgrngpkujogpv cpf

coqtvk|cvkqp rgtkqf- vjg tgugtxg ecp dg wugf vq rc{ ugpkqt hggu- ugpkqt uycr coqwpvu- qt kpvgtguv qp vjg encuu C pqvgu

cpf yknn dg tgrngpkujgf vjtqwij vjg ycvgthcnn/

Eqookpinkpi tgugtxg

Oquv eqnngevkqpu htqo vjg nguuggu ctg tgegkxgf kp c dcpm ceeqwpv vjcv ku fgfkecvgf vq vjg kuuwgt- yjkej kuqncvgu vjg

eqnngevkqpu htqo eqookpinkpi tkum/ Vjgtg yknn dg c eqookpinkpi tgugtxg vq eqxgt eqookpinkpi tkum ykvj tgurgev vq

eqnngevkqpu vjcv ctg pqv tgegkxgf kp vjku ceeqwpv- oquv korqtvcpvn{ eqnngevkqpu qp vjg tgukfwcn xcnwg tgegkxcdngu cpf

rtgrc{ogpvu/ Coqwpvu rquvgf kp vjg tgugtxg yknn dg cflwuvgf qp c oqpvjn{ dcuku vq eqxgt uwej eqnngevkqpu qxgt c

qpg.oqpvj rgtkqf/

Kpvgtguv uycr citggogpv

Vq jgfig vjg okuocvej dgvyggp vjg hkzgf.tcvg kpvgtguv qh vjg cuugvu cpf vjg hnqcvkpi.tcvg kpvgtguv qh vjg pqvgu- vjg HEV

yknn gpvgt kpvq cp kpvgtguv tcvg uycr cv enqukpi ykvj Pcvkzku cpf Fgwvuejg Dcpm/ Wpfgt vjgug uycru- Pcvkzku cpf

Fgwvuejg Dcpm yknn rc{ vjg Gwtqrgcp Kpvgtdcpm Qhhgtgf Tcvg )GWTKDQT* qp vjg dcncpeg qh vjg pqvgu )fkxkfgf kp jcnh

hqt gcej uycr eqwpvgtrctv{*/ Vjg{ yknn tgegkxg c hkzgf.tcvg qh kpvgtguv qp vjg ucog pqvkqpcn/

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Yg dgnkgxg vjcv crrtqrtkcvg fqypitcfg0tgrncegogpv ncpiwcig yknn okvkicvg gzrquwtg vq vjg uycr eqwpvgtrctvkgu/ Vjg

ugpkqt uycru ctg gzrgevgf vq dg kp nkpg ykvj qwt 3123 eqwpvgtrctv{ etkvgtkc/

Eqnncvgtcn Fguetkrvkqp

Vjg eqpvtcevu ctg hkpcpekcn ngcugu- pqv qrgtcvkpi ngcugu/ Gxgp kh c nguugg gpvgtu kpvq qvjgt v{rgu qh ugtxkegu- uwej cu cp

gzvgpukqp qh vjg ocpwhcevwtgt(u iwctcpvgg- Etgfkrct ku pqv c rctv{ vq vjgug citggogpvu/ Vjgtghqtg- kh vjg nguuqt fghcwnvu

qt hcknu vq rgthqto- vjg nguuggu fq pqv jcxg vjg tkijv qh ugv.qhh qh qdnkicvkqpu ykvj vjg nguuqt/

Cnn vjg ugewtkvk|gf ngcukpi eqpvtcevu rc{ c hkzgf tcvg qh kpvgtguv- ykvj eqpuvcpv kpuvcnnogpvu/ Cnn qh vjg eqpvtcevu kpenwfg

c rwtejcug qrvkqp cv ocvwtkv{- yjgtg vjg dqttqygt ecp dw{ vjg xgjkeng cv rtgfghkpgf rtkeg/

Vyq v{rgu qh eqpvtcevu yknn dg ugewtkvk|gf<

· Ngcukpi hqt kpfkxkfwcn wug )nqecvkqp cxge qrvkqp f(cejcv*= cpf

· Ngcukpi hqt rtqhguukqpcn wug )etëfkv dckn*/

Vcdng 2

Rtgnkokpct{ Rqqn Dtgcmfqyp

Ygkijvgf.cxgtcig tgockpkpi vgto )oqpvju* 43/;

Ygkijvgf.cxgtcig ugcuqpkpi )oqpvju* 28/5

Tgegkxcdng v{rg )&*

Ngcug tgegkxcdng 78/;6

Tgukfwcn xcnwg tgegkxcdng 41/24

Tgukfwcn xcnwg v{rg )&*

Dkrctvkvg eqpvtcevu 71/1

Vtkrctvkvg eqpvtcevu 51/1

Ewuvqogt v{rg )&*

Rtkxcvg 5;/5

Eqoogtekcn 61/7

Xgjkeng ocmg )&*

Rgwigqv 67/4

Ekvtqíp 54/8

Pqvg< Rqtvhqnkq uvtcvkhkecvkqpu oc{ ejcpig vjtqwij tgrngpkujogpv/

Ceeqtfkpi vq vjg vtcpucevkqp fqewogpvu- vjg tgegkxcdngu owuv dg kp nkpg ykvj egtvckp etkvgtkc vq dg gnkikdng hqt kpenwukqp

kpvq vjg rqqn/ Vjg hqnnqykpi ku c pqp.gzjcwuvkxg nkuv qh vjgug etkvgtkc- cu rgt vjg vtcpucevkqp fqewogpvu<

· Cnn tgegkxcdngu owuv jcxg dggp qtkikpcvgf ykvjkp vjg ueqrg qh vjg ugnngt(u qtfkpct{ etgfkv cevkxkv{ cpf ceeqtfkpi vq kvu

pqtocn rtqegfwtgu/

· Cnn tgegkxcdngu owuv eqpuvkvwvg ngicn- xcnkf- cpf gphqtegcdng eqpvtcevwcn qdnkicvkqpu qp vjg tgngxcpv fgdvqt/

· Vjg xgjkeng owuv dg pgy qp vjg fcvg yjgp vjg eqpvtcev ku gpvgtgf kpvq/

· Cnn tgegkxcdngu jcxg vq dg rc{cdng kp gwtqu/

· Gcej nguugg owuv dg c tgukfgpv0tgikuvgtgf kp Htcpeg/

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· Gcej nguugg owuv jcxg rckf cv ngcuv qpg kpuvcnnogpv/

· Pq tgegkxcdng oc{ dg ocvgtkcnn{ fgnkpswgpv qt fghcwnvgf/

· Cnn eqpvtcevu owuv pqv jcxg cp qtkikpcn ocvwtkv{ itgcvgt vjcp 83 oqpvju/

· Vjg qdnkiqt owuv pqv dg cp gornq{gg qh Etgfkrct qt qh Itqwr Rgwigqv Ekvtq$p/

· Vjg ciitgicvg ujctg qh vjg tgukfwcn xcnwg yknn tgrtgugpv nguu vjcp 46& qh vjg ciitgicvg qwvuvcpfkpi rtkpekrcn

fkueqwpvgf dcncpegu/

Cv enqukpi- vjg rqtvhqnkq(u ygkijvgf.cxgtcig kpvgtguv tcvg ku gzrgevgf vq dg 21/4&/ Vjku cxgtcig {kgnf oc{ ejcpig

fwtkpi vjg tgxqnxkpi rgtkqf- uwdlgev vq cp gnkikdknkv{ etkvgtkc wpfgt vjg vtcpucevkqp fqewogpvu- yjkej gpuwtgu vjcv vjg

okpkowo tcvg qh vjg eqpvtcevu owuv tgockp cdqxg ;/6&/

Uqog eqpvtcevu kpenwfg c urqpuqtgf rwtejcug qrvkqp yjgtg vjg qdnkiqt ecp rwtejcug vjg xgjkeng fwtkpi c egtvckp

rgtkqf cv c rtkeg dgnqy vjg tgukfwcn xcnwg qh vjg eqpvtcev/ Yg jcxg uk|gf vjg ghhgev qh gzgtekukpi vjg urqpuqtgf

rwtejcug qrvkqp kp qwt ecuj hnqy cpcn{uku/ Qwt ecuj hnqy cpcn{uku kpeqtrqtcvgu c fgetgcug kp vjg tcvg qh vjg eqpvtcev vq

ceeqwpv hqt vjg rtkpekrcn nquu yjgp vjg qrvkqp ku gzgtekugf/

Etgfkv Cpcn{uku

Qwt cpcn{uku kpenwfgu cp cuuguuogpv qh vjg etgfkv tkum kpjgtgpv kp vjg vtcpucevkqp wpfgt xctkqwu uvtguu uegpctkqu/ Yg

jcxg eqpfwevgf qwt etgfkv cpcn{uku d{ crrn{kpi qwt tcvkpi ogvjqfqnqi{ hqt cpcn{|kpi Gwtqrgcp eqpuwogt hkpcpeg

vtcpucevkqpu )ugg #Gwtqrgcp Eqpuwogt Hkpcpeg Etkvgtkc-# rwdnkujgf qp Octej 21- 3111*/

Vjg qtkikpcvqt jcu rtqxkfgf swctvgtn{ uvcvke oqpgvct{ itquu nquu cpf tgeqxgt{ fcvc vq S2 3123 htqo S2 3115/ Vjg

itquu nquu fcvc ujqyu qwvuvcpfkpi coqwpvu ykvj tgurgev vq fghcwnvgf eqpvtcevu cu c rgtegpvcig qh vjg vqvcn qtkikpcvgf

coqwpv kp vjcv qtkikpcvkqp eqjqtv/ Tgeqxgt{ fcvc ujqy vjg uwo qh cnn coqwpvu- kpenwfkpi xgjkeng tgoctmgvkpi

rtqeggfu- chvgt vjg tgeqipkvkqp qh vjg itquu nquu/ Vjg qtkikpcvqt jcu rtqxkfgf cnn qh vjg fcvc hqt fkhhgtgpv uwdrqtvhqnkqu/

Fwg vq vjg xqncvknkv{ cpf tgncvkxgn{ nqy xqnwogu qh egtvckp uwdrqtvhqnkqu- yg eqodkpgf vjg uwdrqtvhqnkqu kp qwt cpcn{uku/

Vjg qtkikpcvqt jcu rtqxkfgf fcvc ujqykpi vjg jkuvqtkecn dtgcmfqyp qh vjg rqqn dgvyggp gcej uwdrqtvhqnkq- ujqykpi

nqy xqncvknkv{ qxgt vkog/

Fghcwnv tkum

Wpfgt vjg vtcpucevkqp fqewogpvu- c nqcp ykvj oqtg vjcp hkxg wprckf kpuvcnnogpvu yqwnf dg eqpukfgtgf vq jcxg

fghcwnvgf= vjku fghkpkvkqp ku eqpukuvgpv ykvj vjcv qh vjg ugtxkegt/

Yg jcxg cuuwogf c 6& ewowncvkxg fghcwnv tcvg dcug.ecug/ Vjku cuuworvkqp vcmgu kpvq ceeqwpv vjg ewttgpv

ocetqgeqpqoke gpxktqpogpv- xqncvkng nqcp rgthqtocpeg fwtkpi vjg tgegpv geqpqoke fqypvwtp- vjg htgswgpe{ cpf

fgrvj qh vjg fcvc rtqxkfgf- cpf vjg hcev vjcv {qwpigt eqjqtvu vgpf vq gzjkdkv dgvvgt rgthqtocpeg vjcp cxgtcig/

Ejctv 3 ujqyu swctvgtn{ ewowncvkxg itquu nquu eqjqtvu vq S2 3123 htqo S2 3115/

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Ejctv 3

Tgeqxgtkgu

Kh Etgfkrct ku uqnf- vjg rwtejcugt oc{ pqv rcuu vjg ucngu rtqeggfu vq vjg HEV/ Vjgtghqtg- kh vjg dqttqygt fghcwnvu- yg

jcxg fgtkxgf fkhhgtgpv cuuworvkqpu qp tgeqxgtkgu htqo vjg ucng qh vjg tgrquuguugf xgjkengu kp vjg vtcpucevkqp vq tghngev

yjgvjgt fghcwnvu yqwnf ctkug dghqtg qt chvgt c pgy rwtejcugt uvgru kp/

Yg jcxg cuuwogf c 44& ewowncvkxg tgeqxgt{ tcvg dcug.ecug/ Vjku cuuworvkqp vcmgu kpvq ceeqwpv vjg ewttgpv

ocetqgeqpqoke gpxktqpogpv cpf vjg hcev vjcv {qwpigt eqjqtvu vgpf vq gzjkdkv dgvvgt rgthqtocpeg vjcp cxgtcig/ Yg

jcxg cuuwogf vjcv tgeqxgtkgu yqwnf dg tgegkxgf nkpgctn{ qxgt 35 oqpvju htqo vjg fcvg qh fghcwnv/

Ejctv 4 ujqyu swctvgtn{ ewowncvkxg tgeqxgt{ eqjqtvu vq S2 3123 htqo S2 3115/

YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!24

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Ejctv 4

Tgukfwcn xcnwg

Yg jcxg ikxgp nkokvgf etgfkv vq xgjkeng ucngu rtqeggfu kp qwt cpcn{uku dgecwug- kh Etgfkrct dgeqogu kpuqnxgpv- vjg

rwtejcugt qh ngcukpi yqwnf pqv dg ngicnn{ dqwpf vq rcuu rtqeggfu qh vjg xgjkeng ucngu vq vjg kuuwgt/ Jqygxgt- ukpeg

enkgpvu ecp gzgtekug vjgkt qrvkqp vq rwtejcug vjg xgjkeng qt- kp vjg ecug qh vtkrctvkvg eqpvtcevu- enkgpvu ecp cffkvkqpcnn{

tgswguv vjg xgjkeng fgcngt vq rwtejcug vjg xgjkeng- yg jcxg cuuwogf uqog tgeqxgtkgu qp vjg eqpvtcevu cv ocvwtkv{/

Yg jcxg cuuwogf 21& tgeqxgtkgu qh rgthqtokpi eqpvtcevu hqt dkrctvkvg eqpvtcevu cv c (CCC )uh*( tcvkpi ngxgn cv ocvwtkv{/

Yg jcxg cuuwogf 32/8& tgeqxgtkgu qh rgthqtokpi eqpvtcevu hqt vtkrctvkvg eqpvtcevu cv c (CCC )uh*( tcvkpi ngxgn cv

ocvwtkv{/ Vjgug eqpvtcevu kpenwfg cp cffkvkqpcn citggogpv ykvj c fgcngt vq rwtejcug vjg xgjkeng/ Yg jcxg dcugf vjku

hkiwtg qp vjg cuuworvkqp vjcv qpn{ c okpkocn rgtegpvcig qh kpfgrgpfgpv fgcngtu yqwnf dg cdng vq hwnhknn vjku qdnkicvkqp/

Ngicn Cpcn{uku

Vjg qypgtujkr qh vjg xgjkengu ku pqv vtcpuhgttgf vq vjg HEV/ Etgfkrct tgockpu vjg nguuqt wpfgt vjg ngcug citggogpvu/

Vjg ugewtkvk|cvkqp qh vjgug citggogpvu tckugu ugxgtcn ngicn kuuwgu<

YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!25

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· Yjgvjgt vjg tgegkxcdngu ecp dg cuukipgf vq vjg HEV cpf yjgvjgt vjku cuukipogpv yknn dg ghhgevkxg kp vjg gxgpv qh

vjg tgegkxgtujkr )Rtqeëfwtg Eqnngevkxg* qh Etgfkrct=

· Yjgvjgt vjg eqpvtcevu yknn eqpvkpwg kh Etgfkrct dgeqogu kpuqnxgpv= cpf

· Yjcv dgpghkv ecp dg ikxgp vq vjg ucngu rtqeggfu qh vjg xgjkeng kh c nguugg fghcwnvu- qt fqgu pqv gzgtekug vjg rwtejcug

qrvkqp/

Cuukipogpv qh vjg tgegkxcdngu kh Etgfkrct iqgu kpvq tgegkxgtujkr

Vjg vtcpucevkqp yqwnf dg uvtwevwtgf ctqwpf c HEV/ Ceeqtfkpin{- vjg ucng qh hwvwtg tgegkxcdngu cpf vjg eqpvkpwcvkqp qh

vjg cwvq ngcug eqpvtcevu yknn dgpghkv htqo urgekhke twngu kpvtqfwegf kp vjg Htgpej oqpgvct{ cpf hkpcpekcn eqfg- kh

kpuqnxgpe{ rtqeggfkpiu ctg qrgpgf cickpuv Etgfkrct/

Vjg ngicn eqwpugnqt qh Etgfkrct jcu cfxkugf vjcv vjg fgnkxgt{ qh c vtcpuhgt fqewogpv ecp ghhgev cp cuukipogpv qh

tgegkxcdngu vq cp HEV- gxgp kh vjg tgegkxcdngu ctg hwvwtg tgegkxcdngu/

Yjcvgxgt vjg pcvwtg qh vjg cuukipgf tgegkxcdngu- kv ku uvknn guugpvkcn vq dg cdng vq kfgpvkh{ cpf kpfkxkfwcnk|g vjgo/ Vjg

ngicn ogoq jcu eqphktogf vjcv vjg tgegkxcdngu kp vjg vtcpucevkqp ctg pqv qh c v{rg vjcv yqwnf rtgxgpv vjgo htqo dgkpi

vjg uwdlgev qh uwej cp kfgpvkhkecvkqp cpf kpfkxkfwcnk|cvkqp/ Kp rctvkewnct- vjg hcev vjcv vjg xgjkeng rwtejcugt oc{ pqv dg

mpqyp cv vjg vkog qh vjg cuukipogpv fqgu pqv kp kvugnh rtgenwfg c xcnkf cuukipogpv vq vjg HEV/

Eqpvkpwcvkqp qh vjg eqpvtcevu

Kh vjg nguuqt dgeqogu dcpmtwrv- yg wpfgtuvcpf vjcv vjg nguuggu yqwnf dg gpvkvngf vq cum vjg kpuqnxgpe{ cfokpkuvtcvqt kh

kv kpvgpfu vq eqpvkpwg vjg eqpvtcevu )#okug gp fgogwtg#*/ Wrqp tgegkrv qh uwej c tgswguv- vjg kpuqnxgpe{ cfokpkuvtcvqt

oc{ fgekfg pqv vq eqpvkpwg vjg tgngxcpv ngcugu cpf owuv kphqto vjg nguuggu ykvjkp qpg oqpvj qh tgegkxkpi vjg tgswguv/

Jqygxgt- nguuggu ctg wpnkmgn{ vq ocmg vjku tgswguv- kp qwt qrkpkqp- dgecwug vjg eqpvtcevu ctg rwtgn{ hkpcpekcn- tcvjgt

vjcp qrgtcvkpi ngcugu- cpf vjg nguuggu ctg kpfkxkfwcnu qt rtqhguukqpcnu/

Vjg ngicn ogoq eqpenwfgu vjcv vjg kpuqnxgpe{ cfokpkuvtcvqt yqwnf pqv dg gpvkvngf vq vgtokpcvg vjg eqpvtcevu kh vjg

nguuggu fq pqv ocmg uwej c tgswguv/ Hkpcpekcn kpegpvkxgu rtgugpv kp vjg vtcpucevkqp- yjkej gpeqwtcig vjg nkswkfcvqt vq

tghtckp htqo vgtokpcvkpi ngcukpi citggogpvu fwtkpi kpuqnxgpe{ rtqeggfkpiu- uwrrngogpv vjg ngicn cpcn{uku/ Kp

rctvkewnct- vjg kpenwukqp qh c rgthqtocpeg hgg )gswcn vq 2/6& qh vjg ugewtkvk|gf dcncpeg qh vjg cuugvu* yqwnf qpn{ dg

rc{cdng d{ vjg HEV vq Etgfkrct qt kvu dcpmtwrve{ guvcvg kh vjg ngcug citggogpv eqpvkpwgu wpvkn kvu ocvwtkv{- qt

vgtokpcvgu gctn{ dgecwug qh c nguugg fghcwnv/

Vjg ngcugu fq pqv eqookv Etgfkrct qt kvu cfokpkuvtcvqt vq ocmg cp{ rc{ogpvu cpf- kh vjg eqpvtcevu eqpvkpwg- vjg{

yqwnf eqpvkpwg vq tgegkxg vjg ugtxkekpi hgg cpf vjg gzeguu urtgcf vjcv vjg kuuwgt tgvwtpgf vq Etgfkrct/ Cp

cfokpkuvtcvqt yqwnf pqv dgpghkv d{ vgtokpcvkpi vjg eqpvtcevu ykvj c xkgy vq tgrquuguukpi vjg xgjkengu dgecwug vjg

rtqeggfu qh vjg ucng qh vjg xgjkengu yqwnf jcxg vq dg rcuugf vq vjg kuuwgt/

Kh Etgfkrct(u ngcukpi dwukpguu ku uqnf kp vjg gxgpv qh kvu kpuqnxgpe{- c ukoknct swguvkqp oc{ ctkug yjgvjgt qt pqv vjg

rwtejcugt yqwnf tgvckp vjg eqpvtcevu cnqpi ykvj vjg vkvng qh vjg xgjkeng/ Vjg rwtejcugt yqwnf dg dqwpf d{ vjg ngcugu

wpfgt #etëfkv dckn#- dwv vjg ncy fqgu pqv cfftguu vjku kuuwg hqt #nqecvkqp cxge qrvkqp f(cejcv# citggogpvu/

Eqpugswgpvn{- yg tgn{ qp hwtvjgt swcnkvcvkxg ctiwogpvu vjcv vjgug eqpvtcevu yqwnf cnuq dg tgrwtejcugf cnqpi ykvj vjg

xgjkengu<

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· C hcktpguu ctiwogpv< Kv yqwnf dg wphckt kh vjg kpfkxkfwcnu ygtg pqv vq dgpghkv htqo vjg ucog ngicn rtqvgevkqp cu vjg

rtqhguukqpcnu ykvj tgurgev vq vjg kpxguvogpv vjg{ ocfg kp vjg xgjkeng qpeg vjg{ jcxg rckf uqog tgpvcn rc{ogpvu/ Kp

qwt qrkpkqp- vjg eqwtvu yqwnf nkmgn{ vtgcv vjgug eqpvtcevu qp vjg ucog dcuku cu #etëfkv dckn# eqpvtcevu=

· Cp geqpqoke ctiwogpv< Tgrquuguukpi vjg xgjkengu htqo kpfkxkfwcnu yqwnf dg xgt{ gzrgpukxg/

Ucngu rtqeggfu qh vjg xgjkeng

Gxgt{ vkog c nguugg fghcwnvu qt fqgu pqv gzgtekug jku qt jgt rwtejcug qrvkqp- vjg xgjkeng jcu vq dg tgrquuguugf cpf

uqnf/ Dgecwug vjg xgjkeng fqgu pqv dgnqpi vq vjg kuuwgt- yg jcxg cuuguugf yjgvjgt cp{ etgfkv eqwnf dg ikxgp vq vjg

ucngu rtqeggfu kh Etgfkrct ygtg vq dgeqog kpuqnxgpv/

Etgfkrct(u qdnkicvkqp vq rcuu vjg ucngu rtqeggfu vq vjg HEV yqwnf dkpf kvu kpuqnxgpe{ cfokpkuvtcvqt/ Vjg cfokpkuvtcvqt

yqwnf jcxg cp kpegpvkxg vq tgcnk|g vjg ucng rtqorvn{- vjtqwij c hgg qp vjg ucng rtkeg/ Wpnkmg Etgfkrct cpf cp{ rqvgpvkcn

cfokpkuvtcvqt- vjg rwtejcugt qh vjg ngcukpi eqpvtcevu chvgt c nkswkfcvkqp qt c ucng )#rncp fg eguukqp#* yqwnf pqv dg

ngicnn{ dqwpf d{ vjg qdnkicvkqp vq rcuu vjg ucng rtqeggfu qh vjg xgjkeng vq vjg kuuwgt/

Ukpeg vjg tcvkpi qh vjg encuu C pqvgu ku jkijgt vjcp vjg tcvkpi qh Etgfkrct- yg jcxg vjgtghqtg eqpukfgtgf kp qwt ecuj

hnqy cpcn{uku vjcv vjg rwtejcugt yqwnf pqv rcuu vjg ucngu rtqeggfu vq vjg HEV/ Cu c tguwnv- yg jcxg cuuwogf vjcv vjg

rgthqtocpeg hgg yqwnf kp vwtp dgpghkv vjg HEV/

Ecuj Hnqy Cpcn{uku

Yg jcxg vguvgf vjtgg uvtguugf kpvgtguv tcvg uegpctkqu< Tkukpi )wr vq 23&*- hncv )cv 3&*- cpf hcnnkpi )fqyp vq 1&*/

Hwtvjgtoqtg- yg jcxg crrnkgf rtgrc{ogpv uegpctkqu qh wr vq 44& cpf fqyp vq 1/6&= cpf cuuwogf gswcnn{ ygkijvgf

fghcwnv rcvvgtpu qxgt vyq {gctu kp qwt ecuj hnqy cpcn{uku/ Yg crrnkgf nquugu htqo vjg tgukfwcn xcnwg tgegkxcdngu

ceeqtfkpi vq vjg ocvwtkv{ rtqhkng qh vjgug cuugvu cpf hwtvjgt tgfwegf ecuj hnqyu vq kpeqtrqtcvg rc{ogpvu vq vjg

kpuqnxgpe{ cfokpkuvtcvqt vq gpeqwtcig c eqpvkpwcvkqp qh vjg ngcugu/ Qvjgt mg{ gngogpvu qh qwt ecuj hnqy cpcn{uku

kpenwfg uvtguugf ugpkqt hggu qh 2/11&/

Ecuj hnqy tguwnvu

Qwt cpcn{uku kpfkecvgu vjcv vjg tcvgf encuu qh pqvgu cejkgxgu vkogn{ rc{ogpv qh kpvgtguv cpf wnvkocvg rc{ogpv qh

rtkpekrcn wpfgt vjg tgurgevkxg uvtguugf tcvkpi uegpctkq cpf cuuworvkqpu fkuewuugf cdqxg/ Vjg nqy rtgrc{ogpv

uegpctkqu jcxg rtqxgp vq dg oqtg uvtguuhwn- oquvn{ dgecwug yg crrnkgf hwtvjgt nquu ugxgtkv{ qp eqpvtcevu vjcv tgcej

vjgkt uejgfwngf ocvwtkv{/

Uegpctkq Cpcn{uku

Cu rctv qh c dtqcf ugtkgu qh ogcuwtgu vjcv yg cppqwpegf kp 3119 vq gpjcpeg qwt cpcn{vkeu cpf fkuugokpcvkqp qh

kphqtocvkqp- yg jcxg eqookvvgf vq rtqxkfg c #yjcv.kh# uegpctkq cpcn{uku kp tcvkpi tgrqtvu vq gzrnckp mg{ tcvkpi

cuuworvkqpu cpf vjg rqvgpvkcn korcev qh rqukvkxg qt pgicvkxg gxgpvu qp vjg tcvkpiu )ugg #C Nkuvkpi Qh U'R(u Pgy

Cevkqpu Ckogf Cv Uvtgpivjgpkpi Vjg Tcvkpiu Rtqeguu-# rwdnkujgf qp Hgd/ 8- 3119*/

Vjku uegpctkq cpcn{uku ugevkqp kpeqtrqtcvgu<

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· C fguetkrvkqp qh qwt ogvjqfqnqi{ cpf uegpctkq uvtguugu=

· Tguwnvu qh vjg ghhgevu qh vjg uvtguugu qp tcvkpiu= cpf

· Tguwnvu qh vjg ghhgevu qh vjg uvtguugu qp qwt ecuj hnqy cpcn{uku/

Ogvjqfqnqi{

Yjgp tcvkpi Gwtqrgcp cwvq cpf eqpuwogt cuugv.dcemgf ugewtkvkgu )CDU* vtcpucevkqpu- yg jcxg fgxgnqrgf c uegpctkq

cpcn{uku cpf ugpukvkxkv{ vguvkpi oqfgn htcogyqtm/ Vjku fgoqpuvtcvgu vjg nkmgn{ ghhgev qh uegpctkq uvtguugu qp vjg tcvkpiu

kp c vtcpucevkqp qxgt c qpg.{gct qwvnqqm jqtk|qp/ Hqt vjku cuugv encuu- yg eqpukfgt uegpctkq uvtguugu qxgt c qpg.{gct

jqtk|qp vq dg crrtqrtkcvg ikxgp vjg tgncvkxgn{ ujqtv ygkijvgf.cxgtcig nkhg qh vjg cuugvu dcemkpi vjg pqvgu/ Hqt vjgug

v{rgu qh ugewtkvkgu vjgtg ctg ocp{ hcevqtu vjcv eqwnf ecwug vjg fqypitcfg cpf fghcwnv qh c tcvgf pqvg- kpenwfkpi cuugv

rgthqtocpeg cpf uvtwevwtcn hgcvwtgu/ Jqygxgt- hqt vjg rwtrqugu qh vjku cpcn{uku yg hqewugf qp yjcv yg eqpukfgt vq dg

vjg vjtgg hwpfcogpvcn ftkxgtu qh eqnncvgtcn rgthqtocpeg- pcogn{<

· Itquu nquu tcvg=

· Tgeqxgt{ tcvg= cpf

· Rtgrc{ogpv tcvg/

Ikxgp ewttgpv geqpqoke eqpfkvkqpu- vjg uvtguu uegpctkqu rtqrqugf tghngev pgicvkxg gxgpvu hqt gcej qh vjgug xctkcdngu/

Kpetgcugu kp itquu fghcwnv tcvgu eqwnf ctkug htqo c pwodgt qh hcevqtu- kpenwfkpi tkugu kp wpgornq{ogpv cpf eqorcp{

kpuqnxgpekgu- vqigvjgt ykvj hcnnu kp xgjkeng rtkegu cpf c tgfwevkqp kp vjg cxckncdknkv{ qh etgfkv/ Kp cffkvkqp- vjgug ghhgevu

yqwnf oquv nkmgn{ ecwug eqnncvgtcn tgeqxgt{ tcvgu vq hcnn cu vjg uvtwevwtcn kodcncpeg dgvyggp uwrrn{ cpf fgocpf ngcfu

vq tgfwevkqpu kp cuugv rtkegu/ Kp vjku gpxktqpogpv- yg cnuq gzrgev rtgrc{ogpv tcvgu vq hcnn cu hgygt tghkpcpekpi qrvkqpu

ngcxg qdnkiqtu wpcdng vq rtgrc{ hkpcpeg citggogpvu cpf fgocpf hqt tgrncegogpv xgjkengu hcnnu/

Hqt vjku cpcn{uku yg jcxg kpenwfgf vyq uvtguu uegpctkqu vq fgoqpuvtcvg vjg tcvkpi vtcpukvkqp qh c dqpf )ugg vcdng 6*/

Vcdng 6

Uegpctkq Uvtguugu

Tcvkpi xctkcdng Uegpctkq 2 )tgncvkxg uvtguu vq dcug.ecug* Uegpctkq 3 )tgncvkxg uvtguu vq dcug.ecug*

Itquu nquu tcvg )&* 41/1 61/1

Tgeqxgt{ tcvg )&* )41/1* )61/1*

Eqpuvcpv rtgrc{ogpv tcvg )&* )31/1* )44/4*

Kv ku yqtvj pqvkpi vjcv qwt dcug.ecug cuuworvkqpu hqt gcej vtcpucevkqp ctg kpvgpfgf vq dg dguv guvkocvgu qh hwvwtg

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Vcdng 8

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Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2

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Oqpkvqtkpi Cpf Uwtxgknncpeg

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Uvcpfctf ' Rqqt(u 28i.8 Fkuenquwtg Tgrqtv

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MANAGEMENT COMPANY

France Titrisation41, avenue de l Opéra

75002 ParisFrance

CUSTODIAN

Banque PSA Finance75, avenue de la Grande Armée

75116 ParisFrance

SELLER

Crédipar12 Avenue Andre Malraux

92300 Levallois PerretFrance

INTEREST RATE SWAP COUNTERPARTIES

Deutsche Bank AG, London BranchWinchester House - 1 Great Winchester

London EC2N 2DB,United Kingdom

Natixis, London BranchCannon Bridge House - 25 Dowgate Hill

London EC4R 2YA,United Kingdom

PAYING AGENT

CACEIS Corporate Trust91-93, Boulevard Pasteur

75015 ParisFrance

JOINT ARRANGERS

Deutsche Bank AG, London Branch Winchester House - 1 Great WinchesterLondon

EC2N 2DBUnited Kingdom

Natixis30, avenue Pierre Mendès-France

75013 ParisFrance

JOINT LEAD MANAGERS

Deutsche Bank AG, London Branch Winchester House - 1 Great WinchesterLondon

EC2N 2DBUnited Kingdom

Natixis30, avenue Pierre Mendès-France

75013 ParisFrance

RATING AGENCIES

Fitch France S.A.60, rue de Monceau

75008 ParisFrance

S&P21-25, rue Balzac

75008 ParisFrance

STATUTORY AUDITOR

Deloitte185, avenue Charles-de-Gaulle92524 Neuilly-sur-Seine Cedex

France

LEGAL ADVISERS

Freshfields Bruckhaus Deringer2 rue Paul Cézanne

75008 ParisFrance