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

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

2 PROSPECTUS This Preliminary Prospectus is subject to completion and amendment. The Notes may not be sold nor may offers to buy be accepted prior to the time a final Prospectus is completed. This Preliminary Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes,in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. SUBJECT TO COMPLETION AND AMENDMENT, PRELIMINARY PROSPECTUS DATED 20 NOVEMBER THIS PRELIMINARY PROSPECTUS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY NOTES REFERRED TO HEREIN EXCEPT ON THE BASIS OF THE FINAL PROSPECTUS, WHICH WILL CONSTITUTE A PROSPECTUS. IT IS INTENDED THAT COPIES OF THE FINAL PROSPECTUS, WHEN APPROVED AND PUBLISHED, WILL BE AVAILABLE AT THE OFFICES OF THE MANAGEMENT COMPANY AND THE CUSTODIAN (DETAILS OF WHICH ARE CONTAINED HEREIN) F.C.T F.A.S.T FONDS COMMUN DE TITRISATION - FACTORING ASSET SECURITISATION TRANSACTION (Articles L to L and Articles R to R of the French Monetary and Financial Code) [850,000,000] Class A1 Asset-Backed Floating Rate Notes due 13 June 2016 (Private Placement / Issue Price: 100 per cent.) Eurotitrisation Management Company Natixis Custodian On 13 December 2012 (the Closing Date ), Eurotitrisation (the Management Company ) and Natixis (the Custodian ), acting severally but not jointly (conjointement mais sans solidarité) as co-founders, will establish the fund F.C.T. F.A.S.T. (the Fund ), a French debt securitisation fund (fonds commun de titrisation) governed by the provisions of articles L to L and Articles R to R of the French Monetary and Financial Code and the regulations (règlement) entered into on or before the Closing Date between the Management Company and the Custodian (the Fund Regulations ). The purpose of the Fund is to issue notes and units and to purchase from Natixis Factor (the Seller ), on the Closing Date and on a regular basis thereafter, the receivables (the Receivables ) acquired by the Seller from its clients (the Clients ) pursuant to factoring contracts (the Factoring Contracts ) and originated by such Clients against their respective customers (the Debtors ). The Fund will issue, on the Closing Date, [850,000,000] Class A1 Asset-Backed Floating Rate Notes (the Class A1 Notes ). The Class A1 Notes will be issued in denominations of 100,000 each and will at all times be represented in book entry form (dématérialisée). No physical documents of title will be issued in respect of the Class A1 Notes. The Class A1 Notes will, upon issue, (i) be admitted to the operations of Euroclear France ( Euroclear France ) (acting as central depositary) which shall credit the accounts of Account Holder affiliated with Euroclear France and (ii) be admitted in the clearing systems of Euroclear France and Clearstream Banking (the Clearing Systems ) (see Section GENERAL INFORMATION ). In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Application has been made to the Autorité des marchés financiers in its capacity as competent authority under French law for the Class A1 Notes to be listed on the Paris Stock Exchange (Euronext Paris). The Prospectus has been prepared in respect of the Class A1 Notes only and has not been prepared in the context of a public offer of the Class A1 Notes in the Republic of France within the meaning of article L of the French Monetary and Financial Code and articles et seq. of the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers). The Class A1 Notes will only be offered and sold (i) in France to qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each case that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, articles L.411-1, L.411-2, D and D of the French Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents) and subject to the further restrictions set out in Section SUBSCRIPTION AND SALE. The Class A1 Notes are expected, on issue, to be assigned an AAAsf rating by Fitch France S.A.S. ( Fitch ) and an Aaa (sf) rating by Moody s Investor Service Ltd ( Moody s and, together Fitch, the Rating Agencies ). There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by either or both of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any of the Rating Agencies. As of 30 July 2012, Fitch France S.A.S. and Moody s Investor Service Ltd are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the CRA Regulation ) according to the list published by the European Securities and Markets Authority. The Fund will also issue, on the Closing Date and, if applicable, from time to time thereafter, Class A2 Asset-Backed Floating Rate Notes (the Class A2 Notes and together with the Class A1 Notes, the Notes ). The Class A2 Notes issued on a given date and offered for subscription to a given subscriber (a Class A2 Subscriber ) will be noted Class A2-X, with X being the number ascribed by the Fund to the relevant Class A2 Subscriber. The Class A2-X Notes issued on a given date to a given Class A2 Subscriber shall constitute a separate series of Class A2-X Notes (a Series ). The subscriber of Class A2 Notes issued on the Closing Date (the Class A2 Initial Subscriber ) shall be 1

3 ascribed number 1 and any Class A2 Note offered for subscription to it on the Closing Date or from time to time thereafter shall be a Class A2-1 Note. The Class A2-1 Notes (together with the Class A1 Notes, the Rated Notes ) are expected, on issue, to be assigned an AAAsf rating by Fitch and an Aaa (sf) rating by Moody s. The Class A2 Notes will not be listed and will be privately placed. The Fund will also issue, on the Closing Date and, if applicable, from time to time thereafter, three categories of asset-backed units in respect of the Fund (the Specific Units U-1, the Specific Units U-2 and the Subordinated Units, together, the Units ). The Units will not be listed nor rated. The Units will be subscribed on issue by Natixis Factor. Interest on the Class A1 Notes is payable on a monthly basis by reference to successive interest periods, each monthly date of payment being referred to as a Monthly Distribution Date (as further defined herein). Each Class A1 Note bears interest on each Monthly Distribution Date at an annual interest rate equal to the 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of [ ] month EURIBOR and [ ] month EURIBOR) plus [ ] per cent. per annum (see Section TERMS AND CONDITIONS OF THE NOTES Interest ). Principal repayments under the Class A1 Notes will depend upon the periods of the Fund. The Replenishment Period is the period starting on the Closing Date and ending on the earlier of the Monthly Settlement Date (as defined hereinafter) preceding the Monthly Distribution Date falling on 14 December 2015 (the Scheduled Replenishment Termination Date ) (included), in case of the occurrence of an Early Amortisation Event (as defined hereinafter), on the Weekly Reporting Date (included) immediately following, or falling, on the date on which such Early Amortisation Event occurs (the Early Amortisation Starting Date ) (excluded) and (c) the date on which a Fund Liquidation Event is declared by the Management Company (excluded). The Seller may request to the Fund an extension of the Replenishment Period, at least 45 calendar days prior to the Scheduled Replenishment Termination Date, in which case the Fund may (but shall not be obliged to) issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, new Class A1 notes (the Class A1 New Notes ) and new Class A2 notes (the Class A2 New Notes, and together with the Class A1 New Notes, the New Notes ), in accordance with and subject to the Fund Regulations and provided in particular but without limitation that the proceeds received from the issue of the New Notes shall be sufficient for, and be applied in priority to, the redemption of all of the then outstanding Notes, such procedure being referred to as an Extension (see Section OPERATIONS AND PERIODS OF THE FUND Extension ). For the avoidance of doubt, the Notes as referred to in this Prospectus and the Transaction Documents do not include a reference to any New Note. During the Replenishment Period, the Class A1 Notes will not be subject to any redemption, except (i) if a Class A1 Notes Decrease Amount (as defined hereinafter) arises, in which case the Class A1 Notes will be subject to a partial mandatory redemption up to that amount, (ii) if an Extension occurs and New Notes are issued in accordance with and subject to the Fund Regulations, in which case the Class A1 Notes will be subject to a mandatory redemption in full or (iii) if, following the occurrence of a Stop Purchase Event (as defined hereinafter), the Senior Amortisation Option (as defined hereinafter) is exercised by Natixis Factor, in which case the Class A1 Notes will be subject to a mandatory redemption in full. After the Replenishment Period, and, until the earlier of (i) the date on which the Principal Amount Outstanding of each Class A1 Note is reduced to zero or (ii) the Monthly Distribution Date falling on 13 June 2016 or, if such day is not a Business Day, on the next succeeding Business Day, subject to any Extension (the Final Legal Maturity Date ) and, unless previously redeemed, the Class A1 Notes are subject to mandatory partial redemption on each Monthly Distribution Date on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets of the Fund, as applicable, and the applicable Priority of Payments. After the Final Legal Maturity Date, any Principal Amount Outstanding of the Class A1 Notes and any interest due thereon remaining unpaid will be automatically cancelled, so that the Noteholders, after such date, will have no right to assert any claim against the Fund, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date (abandon de créance). For a discussion of certain significant factors affecting investments in the Class A1 Notes, see Sections RISK FACTORS SPECIAL CONSIDERATIONS and SUBSCRIPTION AND SALE on pages 50 and 179 of this Prospectus. ARRANGER AND LEAD MANAGER NATIXIS [CO-MANAGER] [ ] This Prospectus has been prepared by the Management Company and the Custodian solely for use in connection with the listing of the Class A1 Notes on the Paris Stock Exchange (Euronext Paris) (see Section Subscription and Sale France ). The Class A2 Notes will not be listed on the Paris Stock Exchange (Euronext Paris) and are not subject to offering. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Class A1 Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. No action has been taken or shall be taken by the Management Company, the Custodian, the Arranger or the Lead Manager that shall permit a public offer of the Notes in any jurisdiction. The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original language to clarify the correct technical meaning ascribed to them under applicable law. PAR

4 Neither the Arranger, the Lead Manager, nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the Arranger nor the Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Management Company, the Custodian and the Seller in connection with the transactions described in this Prospectus. In connection with the issue and offering of the Class A1 Notes, no person has been authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations shall not be relied upon as having been authorised by or on behalf of the Seller, the Servicer or any other company within the Natixis Group, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Arranger or the Lead Manager. The distribution of this Prospectus and the offering or sale of the Class A1 Notes in certain jurisdictions may be restricted by law or regulations. Persons coming into possession of this Prospectus are required to enquire regarding, and to comply with, any such restrictions. In accordance with the provisions of article L of the French Monetary and Financial Code, the Class A1 Notes issued by the Fund in relation to the Fund may not be sold by way of brokerage (démarchage). This Prospectus should not be construed as a recommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within the Natixis Group, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Arranger or the Lead Manager to any recipient of this Prospectus, or any other information supplied in connection with the issue of Class A1 Notes, to subscribe or acquire any such Class A1 Notes. Each potential investor shall, as it deems appropriate, conduct an independent investigation and an assessment of the financial terms and conditions of the Class A1 Notes, the creditworthiness of the Fund, the risks associated with the Class A1 Notes, the proposed structure of the transaction contemplated in this Prospectus, and the tax, accounting and legal consequences of an investment in the Class A1 Notes and should consult an independent legal, tax or accounting adviser to this effect. THE CLASS A1 NOTES AND GENERALLY ANY CONTRACTUAL OBLIGATIONS OF THE FUND ARE OBLIGATIONS OF THE FUND SOLELY AND ARE LIMITED TO THE ASSETS OF THE FUND. NEITHER THE CLASS A1 NOTES ISSUED BY THE FUND NOR ANY LIABILITY OR ASSET OF THE FUND, ARE, OR WILL BE, GUARANTEED IN ANY WAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE NATIXIS GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE FUND ACCOUNT BANK, THE FUND CASH MANAGER, THE PAYING AGENT, THE SPECIALLY DEDICATED ACCOUNT BANK, THE ARRANGER, THE LEAD MANAGER, OR BY ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NOR ANY OTHER COMPANY WITHIN THE NATIXIS GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE FUND ACCOUNT BANK, THE FUND CASH MANAGER, THE PAYING AGENT, THE SPECIALLY DEDICATED ACCOUNT BANK, THE ARRANGER OR THE LEAD MANAGER WILL BE LIABLE, OR PROVIDE ANY GUARANTEES FOR, THE NOTES ISSUED BY THE FUND. ONLY THE MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF CLASS A1 NOTES AGAINST THIRD PARTIES. The Notes will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) under applicable U.S. state securities laws or under the laws of any jurisdiction. The Notes have not and will not be offered for subscription or sale in the United States of America or to or for the account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certain circumstances where the contemplated transactions do not require any registration under the Securities Act (see Section SUBSCRIPTION AND SALE United States of America ). No guarantee can be given to any potential investor with respect to the placement of the Class A1 Notes, as to the creation or development of a secondary market for the Class A1 Notes by way of their listing on the Paris Stock Exchange (Euronext Paris). Each of the Management Company and the Custodian, in their capacity as co-founders of the Fund assumes responsibility for the information contained in this Prospectus, as set out in Section ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS. PAR

5 Natixis Factor accepts responsibility for the information contained in Sections DESCRIPTION OF THE TRANSFERRED RECEIVABLES, STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES, HISTORICAL PERFORMANCE DATA and DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES of this Prospectus (the "Natixis Factor Information"). To the knowledge of Natixis Factor (having taken all reasonable care to ensure that such is the case), the Natixis Factor Information is in accordance with the facts and does not omit anything likely to affect the import of the Natixis Factor Information. The Management Company was not mandated as arranger of the transaction contemplated in the Prospectus (the Transaction ) and did not appoint the Arranger as arranger in respect of the Transaction. Neither the delivery of this Prospectus, nor the offering of any of the Class A1 Notes shall, under any circumstances, constitute or create any representation or imply that the information (whether financial or otherwise) contained in this Prospectus regarding the Fund, the Seller, the Servicer, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Arranger, the Lead Manager or any other entity involved in the distribution of the Class A1 Notes, shall remain valid at any time subsequent to the date of this Prospectus. While the information set out in this Prospectus comprises a description of certain provisions of the Transaction Documents, it should be read as a summary only and it is not intended as a full statement of the provisions of such Transaction Documents. In connection with the issue and distribution of the Class A1 Notes, Natixis, acting as stabilisation manager (the "Stabilisation Manager") (or persons acting on behalf of the Stabilisation Manager) may over-allot Class A1 Notes or effect transactions with a view to supporting the market price of the Class A1 Notes at a level higher than that which might otherwise prevail. However, there is no insurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Class A1 Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of thirty (30) calendar days after the Closing Date and sixty (60) calendar days after the date of the allotment of the Class A1 Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules. In this Prospectus, unless otherwise specified or required by the context, references to Euro, or EUR are to the lawful currency of the Republic of France as of 1 January 1999, such date being the commencement of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. PAR

6 PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A1 NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION This Prospectus relates solely to the placement procedure for Class A1 Notes issued by a French fonds commun de titrisation as governed by the provisions of the AMF General Regulations (Règlement Général de Autorité des Marchés Financiers). The purpose of this Prospectus is to set out (i) a general description of the assets and liabilities of the Fund, (ii) the general characteristics of the Receivables which shall be acquired from the Seller by the Fund and (iii) the general principles of establishment and operation of the Fund. Fund Regulations Upon subscription or purchase of any Class A1 Notes, its holder shall be automatically and without any further formality (de plein droit) bound by the provisions of the Fund Regulations, as amended from time to time by any amendments thereto jointly agreed by the Management Company and the Custodian in accordance with the terms thereof. As a consequence, each holder of a Class A1 Note is deemed to have full knowledge of the operation of the Fund, and in particular, of the characteristics of the Receivables purchased by the Fund, of the terms and conditions of the relevant Class A1 Notes and of the identity of the parties participating to the management of the Fund. This Prospectus contains the main provisions of the Fund Regulations. Any person wishing to obtain a copy of the Fund Regulations and/or a copy of the Master Definitions and Framework Agreement, may request such copy from the Management Company with effect from the date of distribution of this Prospectus. Defined Terms For the purposes of this Prospectus, capitalised terms will have the meaning assigned to them in Appendix I of this Prospectus. PAR

7 TABLE OF CONTENTS SECTIONS PAGE PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A1 NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION... 5 ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS... 9 STATUTORY AUDITORS OF THE FUND STRUCTURE DIAGRAM OF THE TRANSACTION SUMMARY OF THE TRANSACTION GENERAL DESCRIPTION OF THE FUND DESCRIPTION OF THE RELEVANT ENTITIES RISK FACTORS - SPECIAL CONSIDERATIONS PERIODS AND OPERATIONS OF THE FUND DESCRIPTION OF THE NOTES AND THE UNITS DESCRIPTION OF THE ASSETS OF THE FUND DESCRIPTION OF THE TRANSFERRED RECEIVABLES STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES HISTORICAL PERFORMANCE DATA DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT DESCRIPTION OF THE SPECIALLY DEDICATED ACCOUNTS AGREEMENT DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES USE OF PROCEEDS TERMS AND CONDITIONS OF THE NOTES FRENCH TAXATION REGIME THE FUND ACCOUNTS LIMITED RECOURSE CREDIT STRUCTURE FUND CASH MANAGEMENT AND INVESTMENT RULES LIQUIDATION OF THE FUND MODIFICATIONS GOVERNING LAW SUBMISSION TO JURISDICTION GENERAL ACCOUNTING PRINCIPLES GOVERNING THE FUND FUND EXPENSES INFORMATION RELATING TO THE FUND SUBSCRIPTION AND SALE GENERAL INFORMATION INDEX OF APPENDICES APPENDIX I GLOSSARY OF DEFINED TERMS APPENDIX II CALCULATIONS PAR

8 APPENDIX III - RATINGS APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY S PAR

9 VISA BY THE AUTORITÉ DES MARCHÉS FINANCIERS En application des articles L et L du Code monétaire et financier et de son Règlement Général, notamment ses articles à et et suivants, l Autorité des Marchés Financiers a apposé le visa numéro FCT N [ ] en date du [ ] sur le Prospectus. Le Prospectus a été établi par chacun des co-fondateurs du fonds et engage la responsabilité de ses signataires. Le visa, conformément aux dispositions de l article L I du Code monétaire et financier a été attribué après que l Autorité des Marchés Financiers a vérifié si le document est complet et compréhensible, et si les informations qu il contient sont cohérentes. Il n implique ni approbation de l opportunité de opération, ni authentification des éléments comptables et financiers présentés. English translation for information purposes: Pursuant to articles L and L of the French Monetary and Financial Code and of the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers), and in particular of articles to and et seq. thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on [ ] under number FCT N [ ]. The Prospectus has been established by each of the co-founders of the Fund and its signatories accept responsibility therefor. The visa, in accordance with the provisions of article L I of the French Monetary and Financial Code, was delivered after the Autorité des Marchés Financiers having verified if the document is complete and understandable, and if the information contained in it are consistent. It does not imply an approval of the advisability of the transaction, nor the authentification of the accounting and financial information set out herein. PAR

10 ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS To our knowledge, the data contained in this Prospectus comply with reality: they contain all information necessary for investors to make their judgement on the rules governing the securitisation vehicle. They contain no omission likely to affect their import. Executed in Paris, on [ ]. Eurotitrisation Management Company Immeuble Les Diamants, 41 rue Délizy Pantin France Natixis Custodian 30, Avenue Pierre Mendès France Paris France By : By : PAR

11 STATUTORY AUDITORS OF THE FUND Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France PAR

12 PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA NOTE D OPERATION A notre connaissance, les données de la présente note d opération sont conformes à la réalité : elles comprennent toutes les informations nécessaires aux investisseurs pour fonder leur jugement sur les règles régissant organisme de titrisation. Elles ne comportent pas d omission de nature à en altérer la portée. Signé à Paris, le [ ]. Eurotitrisation Société de Gestion Immeuble Les Diamants, 41 rue Délizy Pantin France Natixis Dépositaire 30, Avenue Pierre Mendès France Paris France Représenté par : Représenté par : PAR

13 STATUTORY AUDITORS OF THE FUND Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France PAR

14 STRUCTURE DIAGRAM OF THE TRANSACTION PAR

15 SUMMARY OF THE TRANSACTION The attention of potential investors in the Class A1 Notes is drawn to the fact that the following section only sets out a summary of the information relating to the Fund and should be considered by reference to the detailed information provided in this Prospectus. In addition, as the nominal amount of the Class A1 Notes will be equal to EUR 100,000, the following section is not, and is not to be regarded as, a résumé within the meaning of article of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). Capitalised words or expressions shall have the meanings given to them in the glossary of terms in Appendix I to this Prospectus. The Fund F.C.T. F.A.S.T. is a French fonds commun de titrisation, governed by the provisions of articles L to L and Articles R to R of the French Monetary and Financial Code. The Fund will be established on the Closing Date by the Management Company and the Custodian, acting severally but not jointly (conjointement mais sans solidarité) as co-founders. In accordance with article L of the French Monetary and Financial Code, the Fund is a co-ownership entity (copropriété) of receivables which does not have a legal personality (personnalité morale). The Fund is neither subject to the provisions of the French Civil Code relating to the rules of co-ownership (indivision) nor to the provisions of articles 1871 to 1873 of the French Civil Code relating to partnerships (sociétés en participation). Purpose of the Fund The purpose of the Fund is: to purchase the Receivables from the Seller and on the terms of, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations; and to issue the Notes and the Units in accordance with the Fund Regulations, as described in Section entitled Description of the Notes and the Units. The Management Company Eurotitrisation, a société anonyme incorporated under the laws of France with a share capital of 684,000, whose registered office is located at Immeuble Les Diamants, 41, rue Delizy, Pantin (France), registered with the Trade and Companies Registry of Bobigny under number , licensed and supervised by the Autorité des Marchés Financiers as a société de gestion of French debt mutual funds (fonds communs de créances) and authorised to create and manage French securitisation vehicles (organismes de titrisation). References in this Prospectus to the Fund are deemed to be references to the Management Company acting in the name and on behalf of the Fund and references to the Management Company in this Prospectus are deemed to be references to the Management Company acting in the name and on behalf of the Fund. The Custodian Natixis, a société anonyme with a share capital of 4,937,943,670.40, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), will act as co-founder of the Fund and Custodian of the Assets of the Fund, under the Fund Regulations. PAR

16 The Seller and the Transferred Receivables The Seller Natixis Factor, a société anonyme with a share capital of 19,915,600, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of a financial institution (société financière) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), will act as Seller of the Transferred Receivables under the terms of the Master Receivables Transfer and Servicing Agreement. Natixis Factor is 99.99% owned by Natixis. The Transferred Receivables The Transferred Receivables assigned to the Fund by the Seller on the Closing Date and on any Weekly Settlement Date are receivables acquired by the Seller from its Clients pursuant to the Factoring Contracts entered into with the latter and originated by such Clients against their respective Debtors. To be eligible for transfer to the Fund, a Receivable must be a receivable (VAT included) of commercial nature which: (c) (d) has been transferred to the Seller through a Qualifying Factoring Contract; has been transferred to the Seller by an Eligible Client; is due by a Qualifying Debtor; and has certain Individual Features, as set out in Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES. Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, the Seller may offer to transfer to the Fund, on the Closing Date and on each Weekly Settlement Date during the Replenishment Period, all title to and rights in: on the Closing Date: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients on or prior to the Initial Cut-Off Date (included) in respect of the Qualifying Combinations as of the Initial Cut-Off Date (included). In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Initial Cut-Off Date; on each Weekly Settlement Date: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients between the penultimate Weekly Reporting Date (excluded) or, in relation to the first Weekly Settlement Date, the Initial Cut-Off Date (excluded) and the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date in respect of the Qualifying Combinations as of the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date. In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis PAR

17 Factor, as Seller and Servicer, to the Management Company on the Weekly Reporting Date immediately preceding that Weekly Settlement Date; and (c) if a Stop Purchase Event has occurred, on the Weekly Settlement Date following the first Weekly Reporting Date on which that Stop Purchase Event is no longer continuing: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients between the last Weekly Reporting Date (excluded) which had preceded the date of occurrence of that Stop Purchase Event and the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date in respect of all Qualifying Combinations as of the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date. In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Weekly Reporting Date immediately preceding that Weekly Settlement Date, provided that the Seller has undertaken that, once it has transferred any Eligible Receivable arising in respect of a given Identified Qualifying Combinations to the Fund on the Closing Date or a given Weekly Settlement Date and as long as the Fund is holding a Receivable of such Identified Qualifying Combinations, it shall transfer, on each and every following Weekly Settlement Dates, all Eligible Receivables (including all Ancillary Rights) in respect of the same Identified Qualifying Combinations, in accordance with the above. A Qualifying Combination is, as of any date, the combination formed by an Eligible Client and a Qualifying Debtor owing a Receivable to that Eligible Client on such date. An Identified Qualifying Combination is, as of the Initial Cut-Off Date or a Weekly Reporting Date, a Qualifying Combination in respect of which all Required Information have been provided by Natixis Factor to the Fund in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on or prior to the relevant date, as long as the Transferred Receivables relating to the relevant Qualifying Combination have not been the subject of a repurchase in whole pursuant to the Master Receivables Transfer and Servicing Agreement. As of close of business on 31 October 2012, the aggregate Outstanding Balance of Eligible Receivables is approximately EUR 1,378, 7 million and the monthly Transferred Receivables amount is approximately EUR million. Consequently, the daily sales outstanding (expressed in days) which is the Outstanding Balance of Eligible Receivables divided by the monthly Transferred Receivables and multiplied by 30 is Purchase Price The Purchase Price of any Transferred Receivable transferred by the Seller to the Fund on the Closing Date and on any Weekly Settlement Date during the Replenishment Period shall be equal to the Outstanding Balance (VAT included) of such Transferred Receivable as of the Initial Cut-Off Date (in respect of the Closing Date) or the immediately preceding Weekly Information Date (in respect of any Weekly Settlement Date) and shall be due and payable by the Fund to the Seller on the Closing Date or that Weekly Settlement Date, as applicable, and be paid by the Fund to the Seller in accordance with and subject to the provisions of the Master Receivables Transfer and Servicing Agreement (see Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND PAR

18 SERVICING AGREEMENT Purchase Price and Other Payments ). Repurchase of Transferred Receivables During the Replenishment Period and the Amortisation Period, the Seller will have the right to repurchase from the Fund Transferred Receivables which Natixis Factor has to repurchase in order to apply its usual management and risk procedures, which can happen, amongst others, in the following cases: (i) (ii) (iii) (iv) (v) (vi) (vii) a Debtor pays a Transferred Receivables to the relevant Client instead of paying directly Natixis Factor and the Client does not retransfer such amount into the Specially Dedicated Account within 5 calendar days; in respect of an Identified Qualifying Combination, a dispute between a Debtor and a Client arises and remains unsolved after 30 calendar days; under a non-recourse full Factoring Contract, a Transferred Receivable whose Outstanding Balance is greater than EUR 1,000 and which exceeds the amount credit insured by Natixis Factor with respect to the relevant Identified Qualifying Combination, becomes past due for more than 30 calendar days; under an in-house Factoring Contract, a Transferred Receivable becomes past due for more than the lowest between (i) the number of days defined in the Factoring Contract Specific Conditions of the relevant Client and (ii) 60 calendar days; under a recourse Factoring Contract, a Transferred Receivables becomes past due for more than 60 calendar days; all the outstanding Transferred Receivables relating to one Client must be repurchased in whole due to the termination of the relevant Factoring Agreement; and all the outstanding Transferred Receivables relating to one Identified Qualifying Combination must be repurchased following the request of the relevant Client to repurchase from the Seller all Transferred Receivables owed by the relevant Debtor in order to exercise its rights thereunder. On any Weekly Settlement Date, the Seller shall repurchase from the Fund: (i) (ii) the Transferred Receivables which have become Defaulted Receivables on or prior to the Weekly Reporting Date (included) preceding such Weekly Settlement Date; and the Transferred Receivables whose Debtors have become the object of an Insolvency Proceedings on or prior to the Weekly Reporting Date (included) preceding such Weekly Settlement Date. (c) The Seller shall have the right to request to purchase from the Fund all the outstanding Transferred Receivables in whole, but not in part, within a single transaction during the Amortisation Period, on any Weekly PAR

19 Settlement Date immediately preceding a Monthly Distribution Date. See Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Repurchase of Transferred Receivables. Rescission The transfer of the Receivables to the Fund may also be subject to a rescission if a Party becomes aware that any Transferred Receivable was not satisfying any of the Eligibility Criteria on the Closing Date and the corresponding Weekly Settlement Date, as set out in the Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Remedies. The Servicer Natixis Factor will act as Servicer of the Transferred Receivables under the terms of the Master Receivables Transfer and Servicing Agreement. During the term of its appointment under the Master Receivables Transfer and Servicing Agreement, the Servicer shall, subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, desirable or convenient for, or incidental to the performance of its duties, but always subject to compliance with the Servicing Procedures and provide that no action shall be taken which affects the Fund s rights under the Transaction Documents. At any time after the occurrence of a Notification Event: (c) within 30 (thirty) Business Days and at any time thereafter, the Management Company shall be entitled to terminate the appointment of the Servicer by notifying such termination in writing by the way of a registered letter with acknowledgement of receipt to the Servicer provided that this termination shall be automatically (de plein droit) effective as from the date of such notification, provided that it has appointed substitute servicer in accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement; the Management Company shall be entitled to substitute any other entity to the Servicer, in accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement; and the Management Company and/or the entity appointed by the Management Company to that purpose, may serve, in accordance with any means deemed appropriate by the Management Company and/or the entity appointed by the Management Company, Notices of Transfer in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement. A Notification Event shall occur if: (c) an Insolvency Event occurs in respect of the Seller or the Parent Company; Natixis Factor (in any capacity whatsoever) fails to pay in due time any amount it owes to the Fund unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; or Natixis Factor fails to deliver the IT Files on any Weekly Reporting Date unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days PAR

20 from such Weekly Reporting Date. Under the Master Receivables Transfer and Servicing Agreement, the Servicer has undertaken, if, at any time, Natixis ceases to be an Eligible Bank, to constitute, within 30 (thirty) Business Days, and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) a cash reserve in favour of the Fund, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means. The Specially Dedicated Account Bank Natixis will act as Specially Dedicated Account Bank under the terms of the Specially Dedicated Accounts Agreement. In accordance with articles L and D of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Accounts Agreement, the Servicer has specially dedicated (compte spécialement affecté) to the benefit of the Fund two bank accounts held with the Specially Dedicated Account Bank. Credits Pursuant to the Master Receivables Transfer and Servicing Agreement, the Servicer shall in an efficient and timely manner, collect, transfer and credit directly or indirectly to the Specially Dedicated Accounts, all Collections received in respect of the Transferred Receivables, provided that the Servicer has undertaken vis-à-vis the Fund: that all amounts paid by Debtors (other than by checks) shall be directly credited to the Main Specially Dedicated Account without transiting via any other account of the Servicer; and that all amounts paid by Debtors by way of checks shall be directly credited to the Checks Specially Dedicated Account without transiting via any other account of the Servicer. Debits All the debit instructions relating to the operation of any of the Specially Dedicated Accounts can be given by the Servicer for so long as the Specially Dedicated Account Bank has not received a Notification of Control. Immediately upon receipt of a Notification of Control from the Management Company: the Servicer shall cease to be entitled to give any instructions to the Specially Dedicated Account Bank, the Management Company (or any person designated by it) only having such right; any instruction relating to the debit of the Specially Dedicated Accounts given by the Servicer shall be deemed null and void; the Specially Dedicated Account Bank has undertaken to refuse to conform with such instruction given by the Servicer including as the case may be, any instruction given by the Servicer prior to the receipt of the Notification of Control but not yet implemented except where such instruction consists in a transfer order to the General Account; pursuant to the provisions of article D of the French Monetary and Financial Code, the Specially Dedicated Account Bank shall comply with the sole instructions given by the Management Company (or of any persons designated by it) in respect of the operations of each of the PAR

21 Specially Dedicated Accounts (including debit instructions); and (c) the Management Company shall instruct the Specially Dedicated Account Bank to transfer, on each Business Day, to the General Account, the credit balance standing to the Main Specially Dedicated Account and the Checks Specially Dedicated Account as of close of business on the immediately preceding Business Day, in accordance with the provisions of the Specially Dedicated Accounts Agreement. As from the receipt of a Notification of Release, the Specially Dedicated Account Bank shall conform to the instructions of the Servicer (or of any other person designated by the Servicer), without taking into account the previous Notification of Control. Issue of a Notification of Control upon Accelerated Collection Event If the Specially Dedicated Account Bank ceases to be an Eligible Bank, an Accelerated Collection Event shall occur and: (i) the Servicer shall, within 30 (thirty) Business Days, either : (A) (B) (i) open a new specially dedicated account with a new specially dedicated account bank that is an Eligible Bank, (ii) enter into an agreement substantially in the form of the relevant Specially Dedicated Accounts Agreement relating to the opening and the operation of that new specially dedicated account, (iii) give the appropriate instructions to the Debtors and the Clients, as applicable, to ensure that all Collections be credited to that new Specially Dedicated Account, (iv) undertake that all amounts paid by Debtors by way of checks shall be directly credited to that new specially dedicated account without transiting via any other account of the Servicer (and any reference to the Main Specially Dedicated Account and the Checks Specially Dedicated Account reference in the Transaction Documents shall then be a reference to that new specially dedicated account) and (v) constitute and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) in favour of the Fund a cash reserve, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means; or procure that the Specially Dedicated Account Bank becomes an Eligible Bank again (including, for instance, by procuring that an entity with the Account Bank Required Ratings provide an irrevocable and unconditional guarantee for the obligations of the Specially Dedicated Account Bank); (ii) as long as neither (i)(a) nor (i)(b) has been satisfied: (1) no further transfer of Receivables by the Seller to the Fund shall occur; and (2) the Servicer shall no longer be entitled to debit the Specially Dedicated Accounts and any debit instructions in this respect shall be given by the Management Company; (iii) the Management Company shall issue a Notification of Control and instruct the Specially Dedicated Account Bank to transfer, on each PAR

22 Business Day, to the General Account, the credit balance standing to the Main Specially Dedicated Account and the Checks Specially Dedicated Account as of close of business on the immediately preceding Business Day, in accordance with the provisions of the Specially Dedicated Accounts Agreement; (iv) if: (1) on any date, within that 30 (thirty) Business Days period, (i)(a) or (i)(b) is satisfied, the Accelerated Collection Event shall cease and the Seller shall be entitled to start again transferring Receivables to the Fund from the Weekly Settlement Date (included) following the first Weekly Reporting Date on which that Accelerated Collection Event has not been continuing; (2) on any date, (i)(a) is satisfied, the Management Company shall notify the Rating Agencies of the same and may authorise the closure of the Specially Dedicated Account(s) which are no longer in use, provided that the credit balance of such Specially Dedicated Accounts has been credited to the new specially dedicated account, as applicable, and no sum remains to the credit of such Specially Dedicated Account or is likely to be credited to such Specially Dedicated Account by the Servicer, the Clients or the Debtors in relation to Transferred Receivables; and (3) on any date, (i)(b) is satisfied, the Management Company shall notify the Rating Agencies of the same and shall issue a Notification of Release and notify the Specially Dedicated Account Bank that the credit balance of each Specially Dedicated Account can cease to be transferred to the General Account on each Business Day and authorise the Servicer to debit the Specially Dedicated Accounts again, in accordance with the provisions of the Specially Dedicated Accounts Agreement; and (v) at the close of that 30 (thirty) Business Days period, none of (i)(a) or (i)(b) has been satisfied, an Early Amortisation Event shall occur irrevocably. An entity shall be an Eligible Bank if it is any credit institution duly licensed under the laws and regulations of France or of any other Member State of the European Economic Area (Espace économique européen) and (i) it has the Account Bank Required Ratings or (ii) an entity with the Account Bank Required Ratings provides an irrevocable and unconditional guarantee for the obligations of that credit institution. An entity shall have the Account Bank Required Ratings if its unsecured, unsubordinated and unguaranteed debt obligations are rated at least A (long term) by Fitch and F1 (short term) by Fitch and P-1 (short term) by Moody s. Issue of a Notification of Control upon a Notification Event The Management Company shall also issue a Notification of Control upon the occurrence of a Notification Event. Following the occurrence of such event, no Notification of Release shall be issued by the Management Company until all the Servicer s obligations vis-à-vis the Fund have been complied with in full, in which case the Management Company will notify the Servicer and the Specially Dedicated Account Bank of this fulfilment and the termination of the dedication of the Specially Dedicated Account. PAR

23 Pursuant to the Specially Dedicated Accounts Agreement: the Servicer; and the Specially Dedicated Account Bank for duly justified reason(s) (motif(s) sérieux et légitime(s)), may (on giving a 30-calendar days prior written notice to the other parties to the Specially Dedicated Accounts Agreement) request the closing of a Specially Dedicated Account, provided that the conditions precedent set out in the Master Receivables Transfer and Servicing Agreement and the Specially Dedicated Accounts Agreement are satisfied (and in particular but without limitation that such Specially Dedicated Account has been replaced with an existing or a new specially dedicated account held with an Eligible Bank). Fund Account Bank and the Fund Accounts The Fund Account Bank Pursuant to the terms of the Fund Account and Cash Management Agreement, Natixis has been appointed by the Custodian, with the prior consent of the Management Company, as the Fund Account Bank in order to open in its books, maintain and operate the Fund Accounts. In particular, the Fund Account Bank will act upon instructions of the Management Company, under the control of the Custodian, in relation to the operations of the Fund Accounts as are explicitly provided in the Fund Account and Cash Management Agreement. Pursuant to the Fund Account and Cash Management Agreement: the Management Company (i) may on, 30-calendar days prior written notice to the Fund Account Bank, or (ii) if the Fund Account Bank ceases to be an Eligible Bank, shall, within 15 Business Days, terminate the appointment of the Fund Account Bank; and the Fund Account Bank may resign on giving 30-calendar days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new fund account bank that is an Eligible Bank has been appointed). The Fund Accounts All payments received or to be received by the Fund shall be credited to the Fund Accounts opened with the Fund Account Bank in accordance with the terms of the Fund Account and Cash Management Agreement. The Fund Accounts comprise: (c) the General Account; the Interest and Fees Reserve Account; and the Distribution Account. The Fund Accounts will be credited and debited upon instructions given by the Management Company in accordance with the provisions of the Fund Regulations, to the extent of available funds standing to the credit of such Fund Accounts. Fund Cash Manager and the Cash Pursuant to the terms of the Fund Account and Cash Management Agreement, the Management Company, with the prior consent of the Custodian, has PAR

24 investment rules appointed Natixis as the Fund Cash Manager to provide the Fund with certain cash management and investment services in relation to the Fund Available Cash, from time to time standing to the credit of the Fund Accounts. (see Section FUND AVAILABLE CASH AND INVESTMENT RULES ). Pursuant to the Fund Account and Cash Management Agreement: the Management Company may, on giving 30-calendar days prior written notice to the Fund Cash Manager, terminate the appointment of the Fund Cash Manager; and the Fund Cash Manager may resign, on giving 30-calendar days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new fund cash manager has been appointed). Paying Agent Pursuant to the terms of Paying Agency Agreement, the Management Company and the Custodian have appointed CACEIS Corporate Trust as the Paying Agent to make payments of principal, interest and other amounts (if any) in respect of the Notes and liaise with Euronext Paris S.A. and the Clearing Systems, as the case may be. Pursuant to the Paying Agency Agreement: the Management Company may, on giving 30-calendar days prior written notice to the Paying Agent, terminate the appointment of the Paying Agent; and the Paying Agent may resign, on giving 30-calendar days prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been appointed). Periods and operations of the Fund Replenishment Period The Replenishment Period is the period starting on the Closing Date and ending on the earliest of: the Scheduled Replenishment Termination Date (included), i.e. the Monthly Settlement Date preceding the Monthly Distribution Date falling on 14 December 2015, subject to any Extension (see Extension below), the Early Amortisation Starting Date (excluded), i.e. the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event occurs and (c) the date (excluded) on which a Fund Liquidation Event is declared by the Management Company. The Fund Regulations provides that during the Replenishment Period, the Seller will be entitled to assign new Receivables to the Fund, in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations, save where a Stop Purchase Event has occurred and is continuing, and the Fund will issue from time to time, and to the extent necessary, further Series of Class A2 Notes (but no further Class A1 Notes, without prejudice to the possibility to issue Class A1 New Notes in case of Extension, see Extension below) and new Units, in accordance with the provisions of the Fund Regulations. An Early Amortisation Event shall occur if: PAR

25 (i) (ii) (iii) (iv) (v) (vi) (vii) on any date, the Parent Company does no longer own the Absolute Majority of Natixis Factor and 30 (thirty) Business Days have elapsed since that date, except if, (1) within that 30 (thirty) Business Days period, the Fund agrees to waive such change of control, with the prior consent of the Noteholders obtained in accordance with Condition 9.4 of the Notes (which waiver shall be notified to the Rating Agencies if it is granted) or (2) following the occurrence of that change of control, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); an Accelerated Collection Event occurs and is continuing and not remedied in the manner described in Specially Dedicated Account Bank above within 30 (thirty) Business Days from the date of occurrence of such Accelerated Collection Event, except if, following the occurrence of that Accelerated Collection Event, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); an Insolvency Event occurs in respect of the Seller or the Parent Company; Natixis Factor (in any capacity whatsoever) fails to pay in due time any amount it owes to the Fund unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; Natixis Factor fails to deliver the IT Files on any Weekly Reporting Date unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days from such Weekly Reporting Date; any representation or statement made or deemed to be made by Natixis Factor in the Transaction Documents or any other document delivered under any Transaction Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless such situation is capable of remedy and is remedied within thirty (30) Business Days from the date on which the Fund gives notice of the same to Natixis Factor or Natixis Factor gives notice of the same to the Fund; if: (c) (d) (e) the Delinquent Trigger Ratio calculated on a Monthly Reporting Date exceeds 4,5%; or the Default Trigger Ratio calculated on a Monthly Reporting Date exceeds 2.25%; or the Dilution Trigger Ratio calculated on a Monthly Reporting Date exceeds 1%; or the Retransfer Trigger Ratio calculated on a Monthly Reporting Date exceeds 3%; or the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date exceeds 75 calendar days, and 30 Business Days have elapsed, except if (1) within that 30 Business Days period, the Fund agrees to waive such a breach, with the prior consent of the Noteholders obtained in accordance with Condition 9.4 of PAR

26 the Notes (which waiver shall be notified to the Rating Agencies if it is granted) or (2) following the occurrence of that breach, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); (viii) (ix) (x) on any Weekly Settlement Date, Natixis Factor fails to subscribe or pay for the subscription price due and payable under the Units issued on that Weekly Settlement Date by the Fund, unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days (including, without limitation, any additional Subordinated Units issued further to the exercise of the Senior Amortisation Option to account for the resulting increase in the Subordinated Units Base, as detailed in Senior Amortisation Option below); on any Monthly Distribution Date, Natixis Factor fails to subscribe or pay for the subscription price due and payable under any Class A2 Notes issued and not otherwise subscribed for by the relevant Class A2 Notes Subscriber, unless such failure is due to a an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; or Natixis Factor (in any capacity whatsoever) fails to comply with any provision of the Transaction Documents (other than those referred to in Clauses (ii), (iv), (v), (vi), (viii) or (ix)), unless such failure is capable of remedy and is remedied within thirty (30) Business Days from the date on which the Management Company gives notice of the same to Natixis Factor or Natixis Factor gives notice of the same to the Management Company. A Stop Purchase Event shall occur if there is any Note outstanding and: an Accelerated Collection Event has occurred; (i) the Delinquent Trigger Ratio calculated on a Monthly Reporting Date exceeds 4,5%; or (ii) (iii) (iv) (v) the Default Trigger Ratio calculated on a Monthly Reporting Date exceeds 2.25%; or the Dilution Trigger Ratio calculated on a Monthly Reporting Date exceeds 1%; or the Retransfer Trigger Ratio calculated on a Monthly Reporting Date exceeds 3%; or the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date exceeds 75 calendar days; or (c) the Parent Company ceases to own the Absolute Majority of Natixis Factor. Following the occurrence of a Stop Purchase Event, the Seller shall not be entitled to make any Transfer Offers and the Management Company shall not be entitled to accept any existing or new Transfer Offers from the Seller. The Stop Purchase Event shall be continuing until, and cease on, the earlier between (i) the date on which all Notes have been redeemed in full and (ii) the date on which none of the event, or (c) above is continuing. Once a Stop Purchase Event has ceased, the Seller shall be entitled again to make Transfer Offers and the PAR

27 Management Company shall be entitled again to accept any existing or new Transfer Offers from the Seller, from the Weekly Settlement Date following the first Weekly Reporting Date on which that Stop Purchase Event is no longer continuing. Senior Amortisation Option If a Stop Purchase Event occurs, Natixis Factor shall have the option (the Senior Amortisation Option ) to request in writing the Management Company (with a copy to the Custodian), by no later than on the Business Day falling immediately prior to the Weekly Information Date preceding the last Weekly Settlement Date falling in the 30 (thirty) Business Days period starting on the date of occurrence of that Stop Purchase Event, to increase the Subordinated Units Base by assuming a reduction to zero of the Principal Amount Outstanding of all Notes. Following the exercise of the Senior Amortisation Option: (c) Extension from the Weekly Information Date following the date of exercise of the Senior Amortisation Option, the Senior Funding Base shall be reduced to zero; on the Monthly Distribution Date immediately following the date of exercise of the Senior Amortisation Option, all Notes then outstanding will be subject to a mandatory redemption in full; and on each of the Weekly Information Dates following that Monthly Distribution Date, the Senior Funding Base shall be equal to zero and the Subordinated Units Base shall be calculated taking into account the reduction to zero of the Principal Amount Outstanding of all Notes. The Seller may request to the Fund an extension of the Replenishment Period, in which case the Fund may (but shall not be obliged to) issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes, in accordance with and subject to the Fund Regulations and subject to, in particular, the conditions set out below: the Seller shall send its request for Extension to the Fund at least 45 calendar days prior to the Scheduled Replenishment Termination Date; (c) (d) (e) the proceeds received from the issue of the New Notes shall be sufficient for and applied in priority to the redemption of all Principal Amount Outstanding of all Notes; the parties to the Transaction Documents and all Unitholders have agreed to the extension of the Scheduled Replenishment Termination Date and the Final Legal Maturity Date; the Transaction Documents have been amended with the agreement of the respective parties thereto and the approval of the Unitholders, so as to account for the issue of the New Notes, the resulting new Scheduled Replenishment Termination Date, the resulting new Final Legal Maturity Date and any change as may be agreed or required by such parties in respect of such extension and new issue; any such amendment to the Transaction Documents does not affect the rights and obligations of the Class A1 Noteholders or the Class A2 Noteholder under the Notes and the Fund Regulations. Provided that the above conditions are complied with, the consent of the Class PAR

28 A1 Noteholders or the Class A2 Noteholders shall not be required in respect of any Extension, issue of the New Notes or the above mentioned amendments. For the avoidance of doubt, the Notes as referred to in this Prospectus do not include a reference to any New Note. Amortisation Period The Amortisation Period is the period starting on the earliest of: the Scheduled Replenishment Termination Date (excluded), the Early Amortisation Starting Date (included), i.e. the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event has occurred and (c) the date (included) on which a Fund Liquidation Event is declared by the Management Company and ending on the earlier between of (i) the date on which the Principal Amount Outstanding of each Note and Unit is reduced to zero, (ii) the Fund Liquidation Date (included) and (iii) the Final Legal Maturity Date (included). During the Amortisation Period, the Fund will no longer purchase additional Receivables from the Seller nor issue any further Series of Class A2 Notes or new Units. Priority of Payments Pursuant to the Fund Regulations, the Management Company will give instructions to the Custodian, the Fund Account Bank and the Fund Cash Manager to ensure that on each Monthly Distribution Date, payments are made, in accordance with the relevant Priority of Payments. Assets of the Fund Pursuant to the Fund Regulations, the Assets of the Fund comprise: (c) (f) (g) the Transferred Receivables assigned to the Fund, on the Closing Date and on each Weekly Settlement Date, by the Seller pursuant to the Master Receivables Transfer and Servicing Agreement; any Ancillary Rights attached to the Transferred Receivables; the Fund Available Cash; any Authorised Investments and income relating to any Authorised Investments; and any other rights transferred or attributed to the Fund under the terms of the Transaction Documents. Description of the Notes and the Units The Fund will issue the Class A1 Notes, the Class A2 Notes, the Specific Units U-1, the Specific Units U-2 and the Subordinated Units backed by the Assets of the Fund. The Class A2 Notes and the Units are not offered for sale pursuant to this Prospectus. Categories During the Replenishment Period, the Fund will issue the following categories of Notes and Units in accordance with and subject to the Fund Regulations: on the Closing Date only, Class A1 Notes of 100,000 each due 13 June 2016, the terms and conditions of which are set out in Section TERMS AND CONDITIONS OF THE NOTES. The Class A1 Notes are issued by the Fund at a price of 100 per cent. of their nominal value; on the Closing Date, and, as the case may be, on any Monthly PAR

29 Distribution Date during the Replenishment Period, Class A2 Notes of 100,000 each due 13 June 2016, the terms and conditions of which are set out in Section TERMS AND CONDITIONS OF THE NOTES. The Class A2 Notes are issued by the Fund at a price of 100 per cent. of their nominal value. The Class A2 Notes issued on a given Monthly Distribution Date and offered for subscription to a given Class A2 Subscriber will be noted Class A2-X, with X being the number ascribed by the Fund to the relevant Class A2 Subscriber. The Class A2-X Notes issued on a given date to a given Class A2 Subscriber shall constitute a separate Series of Class A2-X Notes. The Class A2 Initial Subscriber shall be ascribed number 1 and any Class A2 Note offered for subscription to it shall be a Class A2-1 Note. The Principal Amount Outstanding of Class A2-X Notes shall not exceed the Class A2-X Notes Maximum Issue Amount agreed between the relevant Class A2 Subscriber, the Fund, the Custodian and Natixis Factor under the relevant Class A2-X Notes Subscription Agreement. The Class A2-1 Notes Maximum Issue Amount (which apply in respect of the Class A2-1 Note and the Class A2 Initial Subscriber) is 300 millions on the Closing Date; (c) (d) (e) (f) on the Closing Date, and, as the case may be, on any Monthly Settlement Date during the Replenishment Period, Specific Units U-1 of 1,000 each due 13 June 2016, the terms and conditions of which are set out in the Fund Regulations. The Specific Units U-1 are issued by the Fund at a price of 100 per cent. of their nominal value; on the Closing Date, and, as the case may be, on any Monthly Settlement Date during the Replenishment Period, Specific Units U-2 of 1,000 each due 13 June 2016, the terms and conditions of which are set out in the Fund Regulations. The Specific Units U-2 are issued by the Fund at a price of 100 per cent. of their nominal value; and on the Closing Date, and, as the case may be, on any Weekly Settlement Date during the Replenishment Period, Subordinated Units of 1,000 each due 13 June 2016, the terms and conditions of which are set out in the Fund Regulations. The Subordinated Units are issued by the Fund at a price of 100 per cent. of their nominal value; and if the Seller requests to the Fund an Extension of the Transaction at least 45 calendar days prior to the Scheduled Replenishment Termination Date, the Fund may, but shall not be obliged to, issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes, in accordance with and subject to the Fund Regulations. Relationship between the Notes, the Series and the Units The Class A1 Notes and the Class A2 Notes will rank pari passu with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date and in priority (with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date) to the Specific Units and the Subordinated Units. All Class A2 Notes of a given Series rank pari passu to all other Class A2 Notes of the same Series and other Series and all payments on the PAR

30 Class A2 Notes shall be allocated pro rata to those Class A2 Notes. (c) The Specific Units U-1and the Specific Units U-2 will rank pari passu, and in priority (with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date) to the Subordinated Units. Transferable Securities and Financial Instruments The Notes and the Units are transferable securities (valeurs mobilières) and financial instruments (instruments financiers) within the meaning of article L of the French Monetary and Financial Code. The Notes are bonds (obligations) within the meaning of article L of the French Monetary and 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 or the Units. The Class A1 Notes will, upon issue, be (i) admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France and (ii) admitted in the Clearing Systems (see Section GENERAL INFORMATION ). In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Title to the Class A1 Notes passes upon the credit of those Class A1 Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of the Class A1 Notes in registered form shall become effective in respect of the Fund and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. The Class A2 Notes and the Units will not be cleared. Title to the Class A2 Notes and the Units shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes and the Units may only be effected through registration of the transfer in such register. Ratings It is a condition to the issuance of the Class A1 Notes and the Class A2-1 Notes that the Class A1 Notes and the Class A2-1 Notes are assigned, upon issue, a rating of AAAsf by Fitch and a rating of Aaa (sf) by Moody s. There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by either or both of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any of the Rating Agencies. As of 30 July 2012, Fitch Fitch France S.A.S. and Moody s Investor Service Ltd are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the CRA Regulation ) according to the list published by the European Securities PAR

31 and Markets Authority. The principles governing the rating procedure of the Notes are defined in Appendix III of this Prospectus. Documents in relation to the assessment of the Receivables and the Class A1 Notes as required by article L of the French Monetary and Financial Code issued by Fitch and Moody s respectively are attached in Appendix IV and V of this Prospectus respectively. The Units will not be rated. Listing Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A1 Notes. The Class A2 Notes and the Units will not be listed. Subscription and placement The Class A1 Notes will only be offered and sold (i) in France to qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each case that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, articles L.411-1, L.411-2, D and D of the French Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents) and subject to the further restrictions set out in Section SUBSCRIPTION AND SALE. The Class A2-1 Notes issued on the Closing Date will be subscribed by the Class A2 Initial Subscriber. On any Monthly Distribution Date during the Replenishment Period, the Fund may issue further Series of Class A2-1 Notes to be offered for subscription to the Class A2 Initial Subscriber (provided that Natixis Factor has irrevocably agreed to subscribe any Class A2 Note issued by the Fund but not otherwise subscribed by the Class A2 Initial Subscriber on a given Monthly Distribution Date, up the relevant Class A2-1 Notes Maximum Issue Amount applicable on that Monthly Distribution Date) and, if relevant, other Class A2-X Notes to be offered for subscription to a Class A2 Additional Subscriber, provided that: (i) (ii) (iii) (iv) such Class A2 Additional Subscriber (or any person on their behalf) makes a request to access the Transaction at least 60 (sixty) Business Days (or such shorter time period as may be agreed by the Fund and Natixis Factor) prior to the issue of the first Series to be subscribed by it; the Fund, the Custodian, the holders of Specific Units and the Subordinated Units and the Seller have agreed to such request and to the terms and conditions of relevant accession; the Rating Agencies are notified of such accession and, prior to the issue of the first Series of the relevant Class A2-X Notes, such Class A2-X Notes have been assigned a rating by Fitch at least as high as the then current rating by Fitch of the outstanding Class A2 Notes; and Natixis Factor has irrevocably agreed to subscribe any Class A2 Note issued by the Fund but not otherwise subscribed by the relevant Class PAR

32 A2 Subscriber on a given Monthly Distribution Date, up the relevant Class A2-X Notes Maximum Issue Amount applicable on that Monthly Distribution Date. Natixis Factor has irrevocably agreed to subscribe: any and all Specific Units issued on the Closing Date and on any Monthly Settlement Date, pursuant to the Specific Units Subscription Agreement; and any and all Subordinated Units issued on the Closing Date and on any Weekly Settlement Date, pursuant to the Subordinated Units Subscription Agreement. Retention and disclosure requirements under the Capital Requirements Directive Natixis Factor shall retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Prospectus such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(iv) of the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order )), by the holding of the Subordinated Units. As condition precedent to the purchase of additional Receivables on Weekly Settlement Dates, the Management Company shall have received prior written confirmation from the Custodian, as holder of the registry of the holder of the Subordinated Units, that Natixis Factor holds all Subordinated Units. In the Class A1 Notes Placement Agreement, Natixis Factor has: (c) adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); undertaken to the Lead Manager and the Fund that it shall at all times comply with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this Prospectus and ensure that the Noteholders have readily available access to all materially relevant data as required under paragraph 7 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(g)) of the 2007 Order; undertaken to the Lead Manager and the Fund that it shall at all times retain the ownership of all Subordinated Units. An overview of the retention of the material net economic interest by Natixis Factor in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Section INFORMATION RELATING TO THE FUND ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation PAR

33 and obligations in this respect. Natixis Factor accepts responsibility for the information set out in the paragraph. above. Interest under the Notes and the Units Rate of Interest The Rate of Interest on the Class A1 Notes is the aggregate of the EURIBOR Reference Rate applicable for the relevant Interest Period plus a margin of [ ] per cent. per annum. The Rate of Interest on the Class A2-X Note, if issued, shall be as agreed pursuant to the relevant Class A2-X Notes Subscription Agreement, provided that such Rate of Interest shall not exceed the EURIBOR Reference Rate applicable for the relevant Interest Period plus a margin of [ ] per cent. per annum. As interest, the Specific Unitholders shall receive, during the Replenishment Period, on each Monthly Settlement Date, and, during the Amortisation Period, on each Monthly Distribution Date, the interest arisen between the two preceding Monthly Reporting Dates (or, in respect of the first Monthly Settlement Date, between the Closing Date and the first Monthly Reporting Date) out of the investment of the Fund Available Cash standing to the credit of the Interest and Fees Reserve Account by the Fund Cash Manager pursuant to the Fund Account and Cash Management Agreement. The Subordinated Unitholders shall receive the Fund Liquidation Surplus on the Fund Liquidation Date. Payment of interest Payments of interest under the Notes will be made monthly in arrear on each Monthly Distribution Date, being the 13 th of each calendar month or the following Business day if the 13 th is not a Business Day, in accordance with and subject to their respective terms and conditions, the provisions of the Fund Regulations (including, in particular but without limitation, the Priority of Payments). The first Monthly Distribution Date will be 14 January Payments of interest under the Specific Units will be made: during the Replenishment Period, on each Monthly Settlement Date; and during the Amortisation Period, on each Monthly Distribution Date. Issue on the Closing Date On the Closing Date, the Fund shall issue: (c) (d) [8,500] Class Al Notes, for an aggregate principal amount of [850,000,000]; Class A2-1 Notes, for an aggregate principal amount equal to the difference between the Senior Funding Base applicable on the Closing Date and the aggregate principal amount of Class A1 Notes issued on the Closing Date; Specific U-1 Units for an aggregate principal amount equal to the Specific Units U-1 Base applicable on the Closing Date; Specific U-2 Units for an aggregate principal amount equal to the Specific Units U-2 Base applicable on the Closing Date; and PAR

34 (e) Subordinated Units for an aggregate principal amount equal to the Subordinated Units Base applicable on the Closing Date. Use of Proceeds Further Issues and Redemption of the Notes and the Units The proceeds arising from the issue of the Notes and the Units on the Closing Date will be applied by the Management Company to fund (i) the first purchase of Receivables from the Seller or (ii) in respect of the Specific Units, the Interest and Fees Reserve, on the Closing Date. Replenishment Period During the Replenishment Period: the Fund may issue further Series of Class A2 Notes (but no further Class A1 Notes) and the Notes may be subject to mandatory partial redemption, or a mandatory redemption in full, on the relevant Monthly Distribution Date, in accordance with and subject to the below: (i) (ii) (iii) (iv) on close of business on each Monthly Distribution Date, the Principal Amount Outstanding of the Notes must be equal to the Senior Funding Base and the Principal Amount Outstanding of Class A2 Notes shall be equal to the Senior Funding Base less the Principal Amount Outstanding of the Class A1 Notes. Consequently, on each Monthly Information Date, the Management Company shall determine the Monthly Senior Decrease Amount or the Monthly Senior Increase Amount, by comparing the new Senior Funding Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Notes on such Monthly Information Date; if, on any Monthly Information Date, a Monthly Senior Increase Amount arises, the Fund shall issue, on the immediately following Monthly Distribution Date, further Series of Class A2 Notes for a principal amount equal to that Monthly Senior Increase Amount, to be subscribed by the Class A2 Subscribers, in accordance with the relevant Class A2-X Notes Subscription Agreements; if, on any Monthly Information Date, a Monthly Senior Decrease Amount occurs, a Class A2 Notes Decrease Amount shall arise and the Class A2 Notes shall be subject to a mandatory partial redemption on the immediately following Monthly Distribution Date for a principal amount equal to the Class A2 Notes Decrease Amount, provided that all amounts of principal payable to the Class A2 Noteholders on a given Monthly Distribution Date shall be paid on a prorata basis and in accordance with and subject to the applicable Priority of Payments; if, on any Monthly Information Date, the Monthly Senior Decrease Amount exceeds the Principal Amount Outstanding of Class A2 Notes, a Class A1 Notes Decrease Amount shall arise and the Class A1 Notes shall be subject to a mandatory partial redemption on the immediately following Monthly Distribution Date for a principal amount equal to the Class A1 Notes Decrease Amount, provided that all amounts of principal payable to the Class A1 Noteholders on a given Monthly Distribution Date shall be paid on a prorata basis and in accordance with and subject to the applicable Priority of PAR

35 Payments; (v) (vi) (vii) if, following the occurrence of a Stop Purchase Event, Natixis Factor exercises the Senior Amortisation Option, as detailed in Senior Amortisation Option above, the Senior Funding Base shall be reduced to zero with effect from the Weekly Information Date immediately following the exercise of the Senior Amortisation Option, and, accordingly, (A) the Monthly Senior Decrease Amount on the Monthly Information Date immediately following the exercise of the Senior Amortisation Option shall be equal to the Principal Outstanding of all Notes, (B) the Class A2 Notes Decrease Amount on that Monthly Information Date shall be equal to the Principal Outstanding of all Class A2 Notes, (C) the Class A1 Notes Decrease Amount on that Monthly Information Date shall be equal to the Principal Outstanding of all Class A1 Notes and (D) all Notes then outstanding will be subject to a mandatory redemption in full on the Monthly Distribution Date immediately following that Monthly Information Date; and if, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes are issued in accordance with and subject to the Fund Regulations, as detailed in Extension above, all Notes then outstanding will be subject to a mandatory redemption in full on that Monthly Distribution Date; and for the avoidance of doubt, no further issue of Class A2 Notes shall occur after the occurrence of an Extension or the exercise of the Senior Amortisation Option (without prejudice to the possibility to issue New Notes); the Specific Units U-1 may be subject to mandatory redemption in full and the Fund may issue new Specific Units U-1, in accordance with the below: (i) on close of business on each Monthly Settlement Date, the Principal Amount Outstanding of the Specific Units U-1 Amount shall be equal to the Specific Units U-1 Base. Consequently, on each Monthly Information Date, the Management Company shall determine the Specific Units U-1 Increase Amount or the Specific Units U-1 Decrease Amount by comparing the new Specific Units U-1 Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Specific Units U-1 on such Monthly Information Date; and (ii) if, on any Monthly Information Date, a Specific Units U-1 Increase Amount or Specific Units U-1 Decrease Amount arises, the Specific Units U-1 shall be subject to mandatory redemption in full and the Fund shall issue new Specific Units U-1, for a principal amount equal to the applicable Specific Units U-1 Base, on the immediately following Monthly Settlement Date; (c) the Specific Units U-2 may be subject to mandatory redemption in full and the Fund may issue new Specific Units U-2, in accordance with the below: PAR

36 (i) on close of business on each Monthly Settlement Date, the Principal Amount Outstanding of the Specific Units U-2 Amount shall be equal to the Specific Units U-2 Base. Consequently, on each Monthly Information Date, the Management Company shall determine the Specific Units U-2 Increase Amount or the Specific Units U-2 Decrease Amount by comparing the new Specific Units U-2 Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Specific Units U-2 on such Monthly Information Date; and (ii) if, on any Monthly Information Date, a Specific Units U-2 Increase Amount or Specific Units U-2 Decrease Amount arises, the Specific Units U-2 shall be subject to mandatory redemption in full and the Fund shall issue new Specific Units U-2, for a principal amount equal to the applicable Specific Units U-2 Base, on the immediately following Monthly Settlement Date. (d) the Subordinated Units may be subject to mandatory redemption in full and the Fund may issue new Subordinated Units, in accordance with the below: (i) (ii) on close of business on each Weekly Settlement Date, the Principal Amount Outstanding of the Subordinated Units Amount shall be equal to the Subordinated Units Base. Consequently, on each Weekly Information Date, the Management Company shall determine the Subordinated Units Increase Amount or the Subordinated Units Decrease Amount by comparing the new Subordinated Units Base computed on that Weekly Information Date with the Principal Amount Outstanding of the Subordinated Units on such Weekly Information Date; and if, on any Weekly Information Date, a Subordinated Units Increase Amount or Subordinated Unit Decrease Amount arises, the Subordinated Units shall be subject to mandatory redemption in full and the Fund shall issue new Subordinated Units, for a principal amount equal to the applicable Subordinated Units Base, on the immediately following Weekly Settlement Date. Amortisation Period During the Amortisation Period, unless previously redeemed, the Notes and the Units shall be subject to partial mandatory redemption on each Monthly Distribution Date, in accordance with and subject to the below: (i) (ii) the Class A1 Noteholders and Class A2 Noteholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Note is reduced to zero and the Final Legal Maturity Date; provided that the Notes have been redeemed in full, the Specific Unitholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Specific Unit is PAR

37 reduced to zero and the Final Legal Maturity Date; (iii) provided that the Notes and the Specific Units have been redeemed in full, the Subordinated Unitholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Subordinated Unit is reduced to zero and the Final Legal Maturity Date. Final Legal Maturity Date Unless previously redeemed, each of the Notes and the Units will be redeemed at its Principal Amount Outstanding on the Monthly Distribution Date falling on 13 June 2016 or, if such day is not a Business Day, on the next succeeding Business Day, subject to any Extension, and subject to the relevant Priority of Payments. After the Final Legal Maturity Date, any Principal Amount Outstanding of the Notes or of the Units and any interest due thereon remaining unpaid will be automatically cancelled, so that the Noteholders and the Unitholders, after such date, will have no right to assert any claim against the Fund, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date (abandon de créance). Liquidation of the Fund Pursuant to the Master Receivables Transfer and Servicing Agreement and the Fund Regulations, the Management Company shall be entitled to declare the early liquidation of the Fund in the circumstances described below. Except in such circumstances, the Fund would be liquidated on the date falling six months after the extinction of the last Transferred Receivable allocated to the Fund. The Management Company may declare the early liquidation of the Fund and liquidate the Fund in one single transaction upon the occurrence of any of the following events (such event being referred to, if such dissolution is declared, as a Fund Liquidation Event): (c) (d) the liquidation is in the interest of the Unitholders and Noteholders; or the Notes and the Units issued by the Fund are held by a single holder and such holder requests the liquidation of the Fund; or the Notes and the Units issued by the Fund are held solely by the Seller and the Seller requests the liquidation of the Fund; or at any time, the Outstanding Balances (capital restant dû) of the Transferred Receivables not yet due (non échues) held by the Fund falls below 10% of the maximum aggregate of the Outstanding Balances (capital restant dû) of the Transferred Receivables not yet due (non échues) recorded since the Closing Date and the Seller requests the liquidation of the Fund under a clean-up offer; or (e) the Seller requests to repurchase all outstanding Transferred Receivables, in accordance with the Master Receivables Transfer and Servicing Agreement. If any of the above events occurs: (i) in respect of (e) above, the Seller shall be obliged to repurchase all the Transferred Receivables comprised within the Assets of the Fund in a single transaction; PAR

38 (ii) in respect of other events, the Management Company will propose to the Seller to purchase all the Transferred Receivables comprised within the Assets of the Fund in a single transaction, provided that in such case the Seller shall always be entitled to turn down any clean-up offer made by the Management Company, and provided further that: (1) the repurchase price of the Transferred Receivables shall be based on the fair market value of receivables having similar characteristics to the Receivables comprised within the Assets of the Fund, having regard to the aggregate Outstanding Balances of those Transferred Receivables and the other amounts accrued and payable in connection with the said Receivables; and (2) in addition, such repurchase price (taking into account for this purpose the Fund Available Cash) must be sufficient to enable the Fund to pay in full all amounts outstanding in respect of the Notes after payment of all other amounts due by the Fund and ranking senior to the Notes of each class in accordance with the applicable Priority of Payments. The repurchase of the Transferred Receivables comprised within the Assets of the Fund in the circumstances described above will take place on a Weekly Settlement Date immediately preceding a Monthly Distribution Date, and at the earliest on the first Weekly Settlement Date following the date on which the relevant Fund Liquidation Event will have been declared by the Management Company. The repurchase price will be credited to the General Account by the Seller by no later than on the relevant Weekly Settlement Date. If the repurchase of the Transferred Receivables by the Seller in accordance with the conditions set out above does not occur for whatever reason, the Management Company may offer for purchase the Transferred Receivables remaining among the Assets of the Fund to any credit institution qualified to acquire the Transferred Receivables, on the same terms and conditions. The Management Company shall not declare a Fund Liquidation Event to have occurred under events to (e) (included) above unless and until it has found an entity having agreed to purchase the Transferred Receivables in accordance with the above. See Section "LIQUIDATION OF THE FUND". Set-off Credit Enhancement The Transaction Documents provides the amounts due and payable to the Fund by Natixis Factor, acting in its various capacities, on a given date, shall be set-off against the amounts due and payable by the Fund to Natixis Factor, in its various capacities, on the same date. Credit enhancement for the Notes will be provided by: the Overcollateralization Rate, being the dynamic rate which shall be indicated on the Initial Information Date and thereafter computed by the Management Company on each Weekly Information Date following a Monthly Reporting Date and applied to the relevant Net Fundable Receivables Amount in order to protect the Notes against credit and dilution risks embedded in the transferred portfolio. The Overcollateralization Rate shall be computed in compliance with selected Rating Agencies methodologies so that the Rated Notes bear a rating up to AAAsf by Fitch and Aaa (sf) by Moody s, as described in Appendix II. During the Replenishment Period, this rate shall be reset on each Monthly Information Date according to the historical and monthly PAR

39 monitoring of the payment and dilution performances of the Transferred Receivables; (c) (d) the subordination of payments of interests due in respect of the Units to the payments of interests due in respect of the Notes; the subordination of payments of principal due in respect of the Units to the payments of principal due in respect of the Notes; and the Interest and Fees Reserve, credit of which is designed so that the Fund can pay the Interest Amounts due and payable under the Class A1 Notes and the Class A2 Notes and the Fund Expenses on several Monthly Distribution Dates even in the absence of Collections transferred to the Fund. The credit enhancement shall take into account the Transferred Receivables which are subject to a repurchase by the Seller pursuant to the Master Receivables Transfer and Servicing Agreement. See Section CREDIT STRUCTURE Credit enhancement. Withholding Tax Governing Law Payments of interest and principal in respect of the Notes and the Units will be made subject to any applicable withholding or deduction for or on account of any tax and neither the Fund nor the Paying Agent will be obliged to pay any additional amounts as a consequence. The Notes, the Units and the Transaction Documents relating to the Fund will be governed by and interpreted in accordance with French Law. The parties to the Transactions Documents have agreed to submit any dispute that may arise in connection with the Transaction Documents to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction of the Cour d Appel of Paris. Pursuant to the Fund Regulations, the French courts having competence in commercial matters will have exclusive jurisdiction to settle any dispute that may arise between the Noteholders, the Unitholders, the Management Company and/or the Custodian in connection with the establishment, the operation or the liquidation of the Fund. Investment considerations See Section "RISK FACTORS SPECIAL CONSIDERATIONS" and the other information included in this prospectus for a discussion of certain factors that should be considered before investing in the Class A1 Notes. PAR

40 GENERAL DESCRIPTION OF THE FUND Legal framework The Fund is a French debt securitisation fund (fonds commun de titrisation) governed by the provisions of articles L to L and Articles R to R of the French Monetary and Financial Code and the Fund Regulations. Nature and purpose Pursuant to article L of the French Monetary and Financial Code, the Fund is a co-ownership (copropriété) established by the Management Company and the Custodian, acting severally but not jointly (conjointement) as co-founders, whose purpose is: to purchase the Receivables from the Seller and on the terms of, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations; and to issue the Notes and the Units in accordance with the Fund Regulations, as described in Section entitled Description of the Notes and the Units. The Fund does not have separate legal personality (personnalité morale). The legal provisions relating to joint ownership (indivision) together with articles 1871 to 1873 of the French Civil Code do not apply to the Fund. The Fund will be validly substituted for the co-owners with respect to any transaction made in the name and on behalf of the coowners of the Fund. The provisions of Book VI (Livre 6) of the French Commercial Code do not apply to the Fund. Main features of the Fund The Fund will not enter into interest rate hedging swaps pursuant to article R of French Monetary and Financial Code. The Fund will not be allowed to enter into repurchase transactions or any other transaction involving the temporary sale or acquisition of securities pursuant to article R of the French Monetary and Financial Code. The Fund shall not be entitled to borrow monies and/or use other financial resources in accordance with articles L and R of the French Monetary and Financial Code, save as set forth in the Fund Regulations. The Fund will not have any compartment. Duration The Fund is established on the Closing Date and will be liquidated on the Fund Liquidation Date, being the earliest of the following dates to occur: the date falling six months after the extinction of the last Transferred Receivable; and the date on which the Management Company liquidates the Fund upon the assignment and transfer in whole (but not in part) of the Transferred Receivables in a single transaction, following the occurrence of any of the Fund Liquidation Events in accordance with the provisions of the Fund Regulations. Fund Regulations By purchasing a Note or Unit issued by the Fund, the holder of such Note or Unit becomes bound by the Fund Regulations. The Fund Regulations will be made available, free of charge, to the holders of Notes or Units at the registered office of the Management Company. Pursuant to article L I of the French Monetary and Financial Code, only the Management Company may enforce the rights of the Fund against third parties. PAR

41 Pursuant to the Fund Regulations, the holders of the Units are co-owners (co-propriétaires) of the Fund s assets and will only be liable for the debts of the Fund to the extent of the assets of the Fund and pro rata their respective interest therein. The role of the Management Company and the Custodian of the Fund are described under Section entitled DESCRIPTION OF THE RELEVANT ENTITIES Management Company and DESCRIPTION OF THE RELEVANT ENTITIES Custodian. PAR

42 Eurotitrisation 41, rue Délizy Pantin France General The Management Company DESCRIPTION OF THE RELEVANT ENTITIES The Management Company is Eurotitrisation, a société anonyme incorporated under the laws of France, whose registered office is at Immeuble Les Diamants, 41 rue Délizy, Pantin, France, registered with the Commercial and Companies Registry of Bobigny with number , licensed and supervised by the Autorité des Marchés Financiers as a société de gestion of French debt mutual funds (fonds communs de créances) and authorised to create and manage French securitisation vehicles (organismes de titrisation). Copies of the financial statements of the Management Company can be obtained at the Trade and Companies Registry of Paris (France). Role of the Management Company The Management Company will establish the Fund, severally but not jointly (conjointement) with the Custodian. Pursuant to article L I of the French Monetary and Financial Code, the Management Company shall represent the Fund vis-à-vis third parties, in particular in any legal action or proceedings. The Management Company shall be responsible for the management and the operation of the Fund in accordance with all applicable laws and regulations and with the terms of the Fund Regulations. In accordance with the Fund Regulations, the Management Company is, with respect to the Fund, specifically in charge of: (c) (d) (e) (f) (g) (h) ensuring, on the basis of the information made available to it that the Servicer complies with its obligations towards the Fund of the Master Receivables Transfer and Servicing Agreement; exercising the rights of the Fund in case the Seller fails to perform any of its obligations against the Fund under the Master Receivables Transfer and Servicing Agreement; proceeding with the purchase of Eligible Receivables from the Seller in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations and subject to the satisfaction of the conditions precedent contained therein and issuing the Notes and the Units in accordance with the Fund Regulations; verifying that the payments received by the Fund are consistent with the sums due to it with respect to the Assets of the Fund, and, if necessary, enforcing the rights of the Fund under the Transaction Documents; allocating and distributing the sums received by the Fund in accordance with, and subject to, the applicable Priority of Payments; calculating the amount of principal and interest due to the Noteholders and the Unitholders, together with any amount due to any third party, and generally making the calculations and determinations provided for in the Fund Regulations, as described in Section PERIODS AND OPERATIONS OF THE FUND ; executing and renewing with the Custodian and the other parties involved, the Transaction Documents necessary for the establishment and the operation of the Fund; appointing and, if applicable, replacing the statutory auditor of the Fund with the prior approval of the Autorité des Marchés Financiers, pursuant to article L of the French Monetary and Financial Code; PAR

43 (i) (j) (k) preparing, under the supervision of the Custodian, the documents required, under article L , articles D to D and R to R of the French Monetary and Financial Code and the other applicable laws and regulations, for the information of, if applicable, the Autorité des Marchés Financiers, the Banque de France, the Noteholders, the Unitholders, the Rating Agencies and any relevant supervisory authority, securities market (such as Euronext Paris) and clearing systems (such as Euroclear France and Clearstream Banking). In particular, the Management Company shall prepare the various documents required to provide to the Noteholders and the Unitholders on a regular basis the information which is required to be disclosed to them; taking the decision to liquidate the Fund in accordance with applicable laws and regulations and the Fund Regulations; replacing, if necessary after the occurrence of a Notification Event, the Servicer, in accordance with applicable laws and regulations at the time of such replacement and in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement, provided that the Servicer may only be replaced if: (i) (ii) (iii) (iv) the substitute servicer assumes the rights and obligations of the original Servicer with respect to the servicing of the Transferred Receivables and irrevocably waives all its rights of recourse against the Fund with respect to the contractual liability of the latter; the Autorité des Marchés Financiers has received prior notice of such replacement; the Rating Agencies have received prior notice of such replacement; and the Custodian having previously and expressly approved such replacement and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason; (l) (m) (n) (o) (p) (q) (r) (s) (t) identifying any new servicer and negotiating a replacement servicing agreement with any new servicer upon the occurrence of a Notification Event in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement; providing any relevant data and information in its possession to the substitute servicer; notifying (or instructing any authorised third party to notify) the Clients and the Debtors in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement; replacing, if applicable, the Fund Account Bank, the Fund Cash Manager or the Paying Agent under the terms and conditions provided by applicable laws at the time of such replacement and by the Fund Account and Cash Management Agreement or the Paying Agency Agreement, respectively, and according to the same procedures and subject to the same conditions set out in paragraph (k) above; supervising the investment of the Fund Available Cash made by the Fund Cash Manager in the Authorised Investments pursuant to the Fund Account and Cash Management Agreement; giving such instructions as are necessary to the Custodian and the Fund Account Bank to ensure that each of the Fund Accounts is credited or, as the case may be, debited in the manner described below under Section THE FUND ACCOUNTS The Fund Accounts ; preparing and providing to the Custodian the Investor Report no later than a.m. on each Monthly Information Date and, after validation by the Custodian, making available and publishing on its internet website, the Investor Report on each Monthly Settlement Date; preparing and providing to the Custodian and Natixis Factor the Monthly Computations Report no later than a.m. on each Monthly Information Date; preparing and providing to the Custodian and Natixis Factor the Weekly Computations Report no later than am on each Weekly Information Date; PAR

44 (u) (v) preparing and providing to the Custodian the annual activity report and the half-yearly report of activity and, after validation by the Custodian, making available and publishing on its internet website the annual activity report and the half-yearly report of activity; providing on-line secured access to certain data for investors and the Banque de France, as the case may be, (through website facilities/intralink) in order to distribute any information provided by the Seller pursuant to article 122a of the CRD (as implemented in France in article of the 2007 Order). Performance of the Obligations of the Management Company The Management Company will, under all circumstances, act in the interest of the Noteholders and of the Unitholders. It irrevocably waives all its rights of recourse against the Fund with respect to the contractual liability of the Fund. In particular, the Management Company will have no recourse against the Fund or the Assets of the Fund in respect of a default in the payment, for whatever reason, of the fees due to the Management Company. Delegation At any time during the life of the Fund, the Management Company shall be entitled to sub-contract or delegate to any third party (or to be represented or partially substituted by any third party in the performance of) part (but not all) of its administrative obligations with respect to the management of the Fund, subject to: (c) (d) (e) the Management Company arranging for the sub-contractor, the delegate, the agent or the appointee to irrevocably waive all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; such sub-contracting, delegation, agency or appointment complying with the applicable laws and regulations; the Autorité des Marchés Financiers having received prior notice, if required by the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers); the Rating Agencies having received prior notice of such sub-contract, delegation, agency or appointment; and the Custodian having previously and expressly approved such sub-contract, delegation, agency or appointment and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason, provided that notwithstanding such sub-contracting, delegation, agency or appointment, the Management Company shall continue to be bound to comply with its obligations to the Noteholders, the Unitholders and the Custodian pursuant to the Fund Regulations. Substitution of the Management Company The Management Company can be substituted either at its or the Custodian s request or as a result of the withdrawal of its approval by the Autorité des marchés financiers. A summary of the procedure and effect of each method of substitution follows. Substitution by request The management of the Fund may be transferred, at any time during the life of the Fund, at the request of the Management Company or of the Custodian, to a substitute management company of debt mutual funds (fonds communs de titrisation) duly licensed by the Autorité des Marchés Financiers, provided that all of the following conditions are met: effective not later than the date of termination of the rights and obligations of the Management Company, a substitute management company has been appointed by the Custodian (if this transfer is requested by the Custodian) or the Management Company, with the prior consent of the Custodian (if this transfer is requested by the Management Company); PAR

45 (c) (d) (e) such transfer will have been notified by the Management Company or, as the case may be, by the Custodian to the Autorité des Marchés Financiers prior to such transfer and the Autorité des Marchés Financiers shall have given its prior approval to such transfer; such transfer is based on legitimate, serious and reasonable grounds, including without limitation gross negligence (faute lourde), wilful misconduct (faute dolosive) or fraud of the Management Company, if this transfer is requested by the Custodian; such transfer complies with all applicable laws and regulations; and the Rating Agencies having received prior notice of such transfer. Withdrawal of approval If the approval given by the Autorité des Marchés Financiers to the Management Company is withdrawn for any reason whatsoever, the Custodian will appoint, with the prior approval of the Autorité des Marchés Financiers, a new management company duly licensed therefore by the Autorité des Marchés Financiers within two (2) months of such withdrawal. During such period, the Management Company will be responsible for the daily management of the Fund. Effect of substitution For the entire period during which the substitution is being effected, the Management Company shall (i) put at the substitute management company's disposal all resources and/or computing systems that the substitute management company may reasonably require in order to be able to perform all rights and obligations of the Management Company as quickly as possible and in the interest of the Noteholders and the Unitholders and (ii) continue to perform the management of the Fund during that period of substitution. On completion of the substitution, the substitute management company shall automatically and without any further formality (de plein droit) acquire all the rights and obligations of the Management Company in respect of the management of the Fund, although public notice of the substitution (in a form approved by the Autorité des Marchés Financiers) is required to be given by the new management company. The fees due to the Management Company by the Fund will cease to be payable and any fees paid to it in advance will be immediately reimbursed to the Fund. The Management Company will not be entitled to any indemnity or reimbursements of costs and, in the case of a substitution by request, it will remain liable against the Noteholders, the Unitholders and the Custodian for the consequences of any action taken by it under the Fund Regulations or any omission to take such action that occurred prior to the effective date of the substitution. Any expenses, costs and charges incurred in connection with the substitution of the Management Company will be borne by the Management Company. Fees In consideration for its mission, the Management Company shall receive a fee in an amount and under the conditions set out in Section FUND EXPENSES, and in accordance with, and subject to, the applicable Priority of Payments. The Custodian Natixis 30, Avenue Pierre Mendès France Paris France General Natixis, a société anonyme with a share capital of 4,937,943,670.40, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris PAR

46 (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), will act as co-founder of the Fund and custodian of the Assets of the Fund under the Fund Regulations. In accordance with article L II of the French Monetary and Financial Code, the Custodian will: (c) be in charge with the custody of any available cash and of the receivables (dépositaire de la trésorerie et des créances) of the Fund and, in particular, be in charge with the custody of the Transfer Documents (actes de cession de créances), pursuant to the provisions of the Fund Regulations; ascertain the lawfulness (régularité) of the decisions of the Management Company, pursuant to, and subject to, all applicable laws in force at that time and to the provisions of the Fund Regulations; and subject to the powers of the Noteholder Representatives and the Unitholders, act in the interest of the Noteholders and the Unitholders. In particular, it is responsible for supervising the Management Company with respect to the preparation by the Management Company of the financial statements of the Fund and, more generally, of supervising the information published by the Management Company with respect to the Fund, save for the additional information published by the Management Company within the conditions set out in Section INFORMATION RELATING TO THE FUND - Additional information. In case of a dispute arising between the Management Company and the Custodian, each of them will be able to inform the Autorité des Marchés Financiers and will be able, if applicable, to take all precautionary measures which it considers appropriate to protect the interests of the Noteholders and of the Unitholders. Performance of the obligations of the Custodian The Custodian shall act, in all circumstances, in the interests of the holders of the Notes and of the Units. The Custodian has irrevocably waived all its rights of recourse against the Fund with respect to the contractual liability of the Fund. The Custodian shall confirm the identity of the holder(s) of the Units set out in the Investor Report. In order to allow the Custodian to perform its supervisory duties, the Management Company has undertaken to provide the Custodian with: (c) an annual activity report and the half-yearly report of activity concerning the Fund, the contents of which shall be determined by the Custodian pursuant to the events which have occurred, as well as each Investor Report for validation on each Monthly Information Date; any Weekly Computations Report and Monthly Computations Report and generally any information provided by the Seller, the Servicer, the Specially Dedicated Account Bank, the Fund Account Bank and the Fund Cash Manager pursuant to the Master Receivables Transfer and Servicing Agreement, the Specially Dedicated Accounts Agreement, and the Fund Account and Cash Management Agreement, respectively; and all the calculations made by the Management Company on the basis of such information to make payments due with respect to the Fund. In addition, and more generally, the Management Company has undertaken to provide the Custodian, on first demand and before any distribution to a third party, with any information or document related to the Fund in order to allow the Custodian to perform its supervision duty as described above. Delegation The Custodian may sub-contract or delegate all or part of its obligations with respect to the Fund or appoint any third party to perform all or part of its obligations, subject to: PAR

47 (c) (d) (e) the Custodian arranging for the sub-contractor, the delegate, the agent or the appointee irrevocably to waive all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; such sub-contracting, delegation, agency or appointment complying with applicable laws and regulations; the Autorité des Marchés Financiers having received prior notice; the Rating Agencies having received prior notice of such sub-contract, delegation, agency or appointment; and the Management Company having previously and expressly approved such sub-contract, delegation, agency or appointment and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason, provided that notwithstanding such sub-contracting, delegation, agency or appointment in the Custodian shall continue to be bound to comply with its obligations to the Noteholders, the Unitholders and the Management Company pursuant to the Fund Regulations. Substitution of the Custodian The custody of the assets of the Fund may be transferred, at any time during the life of the Fund, at the request of the Management Company or of the Custodian, to a substitute custodian on the condition that: (c) (d) (e) (f) effective not later than the date of termination of the rights and obligations of the Custodian, a substitute custodian has been appointed by the Management Company (if this transfer is requested by the Management Company) or the Custodian, with the prior consent of the Management Company (if this transfer is requested by the Custodian); such transfer has been notified by the Management Company or, as the case may be, by the Custodian to the Autorité des Marchés Financiers prior to such transfer and the Autorité des Marchés Financiers shall have given its prior approval to such transfer; such transfer is based on legitimate, serious and reasonable grounds, including without limitation gross negligence (faute lourde), wilful misconduct (faute dolosive) or fraud of the Custodian, if this transfer is requested by the Management Company; the successor to the Custodian is (i) duly licensed as an établissement de crédit (credit institution) by the Comité des Etablissements de Crédit et des Entreprises d Investissement (now the Autorité de Contrôle Prudentiel), (ii) a credit institution licensed in any Member State of the European Economic Area or (iii) a credit institution licensed in a country listed by the French Minister of Economy (Ministre chargé de économie) or any other institution so approved by such Minister; such transfer complies with all applicable laws and regulations; and the Rating Agencies having received prior notice of such transfer. Withdrawal of license If the licence as a credit institution (établissement de crédit) given by the Comité des Établissements de Crédit et des Entreprises d Investissement (now the Autorité de Contrôle Prudentiel) to the Custodian is withdrawn for any reason whatsoever, the Management Company will appoint, with the prior approval of the Autorité des Marchés Financiers, a successor to the Custodian duly licensed as a credit institution (établissement de crédit) in France or as a credit institution in any Member State of the European Economic Area acting through its French branch or as a credit institution licensed in a country listed by the French Minister of Economy (Ministre chargé de l économie) or any other institution so approved by such Minister within two (2) months of such withdrawal and the Management Company will give prior notice of such withdrawal to the Rating Agencies. During such period, the Custodian will be responsible for the custody of the assets of the Fund. Fees PAR

48 In consideration for its mission, the Custodian shall receive a fee in an amount and under the conditions set out in Section FUND EXPENSES, and in accordance with, and subject to, the applicable Priority of Payments. The Seller Natixis Factor 30, Avenue Pierre Mendès France Paris France Natixis Factor, a société anonyme with a share capital of 19,915,600, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of financial institution (société financière) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), will act as Seller of the Transferred Receivables under the terms of the Master Receivables Transfer and Servicing Agreement (see Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ). Natixis Factor is 99.99% owned by Natixis. The Servicer Natixis Factor 30, Avenue Pierre Mendès France Paris France Natixis Factor will act as Servicer of the Transferred Receivables under the terms of the Master Receivables Transfer and Servicing Agreement (see Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ). The Specially Dedicated Account Bank Natixis 30, Avenue Pierre Mendès France Paris France Natixis will act as Specially Dedicated Account Bank under the terms of the Specially Dedicated Accounts Agreement. In accordance with articles L and D of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Accounts Agreement, the Servicer has specially dedicated (compte spécialement affecté) to the benefit of the Fund two bank accounts held with the Specially Dedicated Account Bank see Section DESCRIPTION OF THE SPECIALLY DEDICATED ACCOUNTS AGREEMENT ). The Fund Account Bank Natixis 30, Avenue Pierre Mendès France Paris France Pursuant to the terms of the Fund Account and Cash Management Agreement, Natixis has been appointed by the Custodian, with the prior consent of the Management Company, as the Fund Account Bank in order to open in its books, maintain and operate the Fund Accounts. In particular, the Fund Account Bank will act upon instructions of the Management Company, under the control of the Custodian, in relation to the operations of the Fund Accounts as are explicitly provided in the Fund Account and Cash Management Agreement (see Section THE FUND ACCOUNTS ). PAR

49 In consideration for its mission, the Fund shall pay the Fund Account Bank a fee in an amount and under the conditions set out in Section FUND EXPENSES, and in accordance with, and subject to, the applicable Priority of Payments. The Fund Cash Manager Natixis 30, Avenue Pierre Mendès France Paris France Pursuant to the terms of the Fund Account and Cash Management Agreement, the Management Company, with the prior consent of the Custodian, has appointed Natixis as the Fund Cash Manager to provide the Fund with certain cash management and investment services in relation to the Fund Available Cash, from time to time standing to the credit of the Fund Accounts (see Section FUND AVAILABLE CASH AND INVESTMENT RULES ). In consideration for its mission, the Fund shall pay the Fund Cash Manager a fee in an amount and under the conditions set out in Section FUND EXPENSES, and in accordance with, and subject to, the applicable Priority of Payments. The Paying Agent CACEIS Corporate Trust 1-3, place Valhubert Paris France Pursuant to the terms of Paying Agency Agreement, the Management Company and the Custodian have appointed CACEIS Corporate Trust as the Paying Agent to make payments of principal, interest and other amounts (if any) in respect of the Notes and liaise with Euronext Paris S.A. and the Clearing Systems, as the case may be. In consideration for its mission, the Fund shall pay the Paying Agent a fee in an amount and under the conditions set out in Section FUND EXPENSES, and in accordance with, and subject to, the applicable Priority of Payments. The Lead Manager Natixis 30, Avenue Pierre Mendès France Paris France The Lead Manager has agreed to place the Class A1 Notes (see Section SUBSCRIPTION AND SALE Placement and Subscription of the Class A1 Notes ) pursuant to the Class A1 Notes Placement Agreement. The Statutory Auditor Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France Pursuant to article L of the French Monetary and Financial Code, the statutory auditor of the Fund (Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France) has been appointed for six (6) years by the board of directors of the Management Company with the prior approval of the Autorité des Marchés Financiers and the Custodian. It will have the duties and obligations provided for by article L of the French PAR

50 Monetary and Financial Code. It will disclose to the directors of the Management Company, the Autorité des marchés financiers and the Custodian, as the case may be, any irregularities and inaccuracies (irrégularités et inexactitudes) it might become aware of in the course of its duties. It will verify the semi-annual and annual information given to the Noteholders and the Unitholders by the Management Company. The statutory auditor of the Fund shall be entitled to receive a fee in respect of its duties in accordance with the terms of the Fund Regulations. The fee payable to the statutory auditor of the Fund shall be specified Section FUND EXPENSES and paid to the Management Company, which will be responsible for the payment of the fee payable to the statutory auditor. Other service providers or agents The Management Company may appoint or designate, with the prior written consent of the Custodian (which may not unreasonably be withheld) such other service provider(s) or agent(s) (mandataire(s)) which it may deem necessary given the time and prevailing circumstances for the purposes of the Transaction. Limited recourse The Management Company has undertaken that, when it enters into any contract or agreement in the name and on behalf of the Fund with any participating entity, it will procure that such participating entity expressly and irrevocably agrees to waive or limit its recourse against the Fund in accordance with the provisions set out in Section LIMITED RECOURSE. The Rating Agencies Fitch Ratings 60 rue Monceau Paris France Moody s Investor Service Ltd One Canada Square London, E14 5FA United Kingdom The Rating Agencies are authorised to evaluate the units (parts) and/or debt instruments (titres de créances) issued by French securitisation mutual funds (fonds communs de titrisation), the receivables that they propose to acquire and the contracts which constitute forward financial instruments that they intend to enter into and the risks that they represent, pursuant to article L of the French Monetary and Financial Code. The preliminary rating document relating to the Class A1 Notes prepared by Fitch is attached in Appendix V and the preliminary rating document relating to the Class A1 Notes prepared by Moody s is attached in Appendix VI. The Legal Advisers Freshfields Bruckhaus Deringer LLP 2, rue Paul Cézanne Paris France PAR

51 RISK FACTORS - SPECIAL CONSIDERATIONS The following is a summary of certain aspects of the offering of the Class A1 Notes and the related transactions which prospective investors should consider (together with all of the information detailed in this Prospectus) before deciding to invest in the Class A1 Notes. Prospective investors in the Class A1 Notes should ensure that they understand the nature of such Class A1 Notes issued by a French "fonds commun de titrisation" and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers in order to make their own legal, tax, accounting, prudential, regulatory and financial evaluation of the merits and risks of investing in such Class A1 Notes and that they consider the suitability of such Class A1 Notes as an investment in the light of their own circumstances and financial condition. The risks described below are some of the risks inherent in the transaction for the Class A1 Noteholders, but the inability of the Fund to pay interest, principal or other amounts on or in connection with the Class A1 Notes may occur for other reasons and the following statements regarding the risk of investing in or holding the Class A1 Notes are not exhaustive. The below relates to the Class A1 Notes only, to the exclusion of any other categories of Notes or any Units. Risks relating to the assets and the Transaction Documents Limited Recourse to the Assets of the Fund The cash flows arising from the Assets of the Fund constitute the sole financial resources of the Fund for the payment of principal and interest amounts due in respect of the Class A1 Notes. The Class A1 Notes represent an obligation of the Fund solely. Pursuant to the Fund Regulations, the right of recourse of the Class A1 Noteholders with respect to their right to receive payment of principal and interest together with any arrears is limited to the Assets of the Fund in proportion to their respective investment in the Class A1 Notes which they hold, and is subject to the applicable Priority of Payments. Historical and Other Information The historical information and the other information set out in Sections «DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES, HISTORICAL PERFORMANCE DATA and STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES represent the historical experience and present procedures of the Seller. None of the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Specially Dedicated Account Bank, the Arranger, the Lead Manager nor the Paying Agent, has undertaken or will undertake any investigation, review or searches to verify the historical information. In addition, the future performance of the Receivables might differ from these historical information and such differences might be significant. Geographical Concentration In addition, although the Debtors under the Factoring Contracts are located throughout metropolitan France, these Debtors may be concentrated in certain locations, such as densely populated or industrial areas. Any deterioration in the economic condition of the areas in which the Debtors are located, or any deterioration in the economic conditions of other areas, may have an adverse effect on the ability of the Debtors to make payments under the Commercial Agreement subject to the Factoring Contracts. A concentration of Debtors in such areas may therefore result in a greater risk that the Class A1 Noteholders may ultimately not receive the full principal amount of the Class A1 Notes and interest thereon as a result of such uncovered losses incurred in respect of the Commercial Agreement subject to the Factoring Contracts than if such concentration had not been present. Reliance on Servicing Procedures PAR

52 The Servicer will carry out the administration and enforcement of the Receivables. Accordingly, the Class A1 Noteholders are relying on the business judgement and practices of the Servicer when enforcing claims against the Debtors. The Servicer may sub-contract to third parties certain of its tasks and obligations under, the Master Receivables Transfer and Servicing Agreement, which may give rise to additional risks although the Servicer, unless its appointment is terminated in accordance with, and subject to, the provisions of paragraph 18 of the Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT, shall remain responsible for the servicing of the Transferred Receivables vis-à-vis the Fund and shall be liable for any costs, damages, losses, expenses or liabilities suffered or incurred by the Fund (but always excluding lost profits and reputational damages) and caused by such third party unless that results from the gross negligence (faute grave) or wilful misconduct (faute intentionnelle) of the Management Company or the Custodian. Debtors Ability to Pay Exposure to losses The Debtors are commercial companies ( personnes morales ) incorporated in metropolitan France owing or who will owe moneys under the Transferred Receivables. If the Fund does not receive the full amount due from the Debtors in respect of the Transferred Receivables, the Class A1 Noteholders may receive by way of principal repayment an amount less than the face value of their Notes and the Fund may be unable to pay, in whole or in part, interest due on the Notes. The Fund may therefore be exposed to the occurrence of credit risk in relation to the Debtors. The Fund does not guarantee or warrant the full and timely payment by the Debtors of any sums payable under the Transferred Receivables. The ability of a Debtor to make timely payment of amounts due under any Transferred Receivable will mainly depend on its assets and its liabilities as well as its ability to generate sufficient income to make the required payments. Its ability to generate income may be adversely affected by a large number of factors, some of which (i) relate specifically to the Debtor itself (including but not limited to creditworthiness) or (ii) are more general in nature (such as, without limitation, changes in governmental regulations or fiscal policy). As a matter of illustration, a loss arises in respect of a given Receivable if the relevant Debtor does not make the payments scheduled under the corresponding Commercial Agreement subject to the Factoring Contracts. Credit enhancement mechanisms have been provided for as set out in Section CREDIT STRUCTURE Credit Enhancement. However, there is no guarantee that such credit enhancement mechanisms will be sufficient and that the Noteholders will ultimately and timely receive the full principal amount and interest amount of the Notes and interest thereon if uncovered losses are incurred in respect of the Receivables. Defences set-off The assignment of the Transferred Receivables will only be disclosed to the Debtors upon the occurrence of certain events set out in the Master Receivables Transfer and Servicing Agreement and in relation to the substitution of the Servicer and the appointment of a substitute servicer. Until the Debtors have been notified of the assignment of the Transferred Receivables, they may validly discharge their payment obligations by making payments to the Seller. Each Debtor may further raise defences, which may include, as applicable, any set-off right, against the Fund, arising from such Debtor s relationship with (i) the Client (being the first transferor of the Transferred Receivables) or (ii) with the Seller (being the second transferor of the Transferred Receivables), to the extent that such set-off rights are existing prior to the notification of the relevant transfer or arise out of mutual claims (compensation de créances connexes) between the Debtor and the Seller which are closely connected with the Transferred Receivable. In this respect, the general terms and conditions of the Factoring Contract include an undertaking of the Client to include a wording in each of the invoices underlying the Receivables as soon as possible from the beginning of the Factoring Contract, so as to disclose to the Debtors the existence of the Factoring Contract and request the Debtors to pay the Receivables to Natixis Factor directly. PAR

53 To the extent such mention is indeed included in the invoices received by a Debtor, the relevant Debtor can be considered as having been notified of the transfer of the corresponding Receivable to the Seller by way of subrogation and accordingly, as between the Client and the Debtor, only set-off rights existing prior to that notification or arising between the Debtor and the Client out of mutual claims which are closely connected (compensation de créances connexes) can be raised by the Debtor vis-à-vis the Seller and the Fund. Market value of the Transferred Receivables There is no assurance that the market value of the Transferred Receivables (including the related Ancillary Rights) will at any time be equal to or greater than the principal balance of the Class A1 Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of a Fund Liquidation Event and a sale of the Assets of the Fund by the Management Company, the Management Company and the Custodian and any relevant parties to the Transaction Documents will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other amounts owing to such parties prior to any distributions to the Noteholders subject to the application of the relevant Priority of Payments. No independent investigation - Representations and Warranties None of the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Arranger or the Lead Manager have made or will make any investigations or searches or verify the characteristics of any Transferred Receivables or the Debtors or the solvency of the Debtors, each of them relying only on the representations made, and on the warranties given, by the Seller regarding, among other things, the Receivables, the Factoring Contracts, the Clients and the Debtors. A specific rescission and indemnification procedure has been provided for in the Master Receivables Transfer and Servicing Agreement in case of non-conformity of one or several Transferred Receivables with the Eligibility Criteria. The representations and warranties made or given by the Seller in relation to the conformity of the Receivables to the Eligibility Criteria and this rescission and/or indemnification procedure is the sole remedy available to the Fund in respect of the non-conformity of any Receivable with the Eligibility Criteria. Consequently, a risk of loss exists if such representation or warranty is breached and no corresponding indemnification payment is made by the Seller. Under no circumstance may the Management Company request an additional indemnity from the Seller relating to a breach of any such representations or warranties. To the extent that any loss arises as a result of a matter which is not covered by the representations and warranties, the loss will remain with the Fund. In particular, the Seller gives no warranty as to the on-going solvency of the Debtors of the Transferred Receivables. Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Receivables to the Eligibility Criteria shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L of the French Monetary and Financial Code to represent the Fund, and more generally, the Fund against third parties and in any legal proceedings. Risks relating to the parties Credit Risk of the Parties to the Transaction Documents The ability of the Fund to make any principal and interest payments in respect of the Class A1 Notes depends, to a large extent, upon the ability of the parties to the Transaction Documents to perform their contractual obligations. In particular and without limiting the generality of the foregoing, the timely payment of amounts due in respect of the Class A1 Notes depends on the ability of the Servicer to service the Transferred Receivables allocated to the Fund and to recover any amount relating to the Transferred Receivables, and on the creditworthiness of the Fund Account Bank. Performance of contractual obligations PAR

54 The ability of the Fund to make payments in respect of the Notes may depend upon the due performance by the other parties to the Transaction Documents of their payment and other obligations thereunder, including the performance by the Management Company, the Custodian, the Seller, the Servicer, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Lead Manager, the Specially Dedicated Account Bank or any other party to the Transaction Documents of their respective obligations. Servicer Substitution Risk If Natixis Factor were to cease to act as Servicer, the processing of payments in respect of the Transferred Receivables and information relating to their collection could be delayed as a result. Such delays may have a negative impact on the timely payment of amounts due to the Noteholders. In addition, pursuant to the provisions of article L of the French Monetary and Financial Code, the Debtors will need to be informed of the change or transfer of all or part of the servicing of the Transferred Receivables to another entity. No back-up servicer has been appointed and there is no assurance that any substitute servicer could be found and would be willing and able to act for the Fund in relation with the Fund as servicer. Furthermore, it should be noted that any substitute servicer is likely to charge fees on a basis different to that of the Servicer. The Noteholders have no right to give orders or direction to the Management Company in relation to the duties and/or appointment or removal of the Servicer. Such rights are vested solely in the Management Company. Certain Conflicts of Interest Conflicts of interest may arise as a result of various factors involving in particular the Fund, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Arranger, the Lead Manager, the Seller, the Servicer, the Debtors, their respective affiliates and the other parties named herein. The following briefly summarises some of these conflicts, but is not intended to be an exhaustive list of all such potential conflicts: Natixis Factor and Natixis, its Parent Company, are acting in a number of capacities in connection with the Transaction. Each of Natixis Factor and Natixis will have only those duties and responsibilities expressly agreed by it in the Transaction Documents to which it is a party and will not, by virtue of its or any of its affiliates acting in any other capacity, be deemed to have any other duties or responsibilities or be deemed to be held to a standard of care other than as expressly provided in such documents. Each of Natixis Factor and Natixis, in its various capacities in connection with the Transaction, may enter into business dealings from which it may derive revenues and profits without any duty to account therefore in connection with the Transaction. Natixis Factor will hold and/or service claims against the Clients and/or the Debtors other than the Transferred Receivables or may enter into other contractual relationships with the Clients and/or the Debtors. The interests or obligations of Natixis Factor and Natixis in their respective capacities with respect to such other claims or further contractual relationships may in certain circumstances conflict with the interests of the Noteholders; and more generally, any party or entity named or referred to in this Prospectus and its affiliates may also have ongoing relationships with, render services to, or engage itself in other transactions with, another party or entity or referred to in this Prospectus or its affiliates and as such may be in a position of a conflict of interests. French Seller to acquire French Receivables by way of subrogation The Seller acquires title to the Receivables arising from the Commercial Agreements subject to the Factoring Contracts, by way of subrogation of the Clients' rights under the Receivables. This subrogation is regulated by articles PAR

55 1250 et seq. of the French Civil Code. In order to validly transfer all of the relevant Seller's rights under the Receivables, the subrogation must have been explicitly agreed upon, and the Seller must pay to the Client the full principal amount outstanding of such Receivables. However, under the Master Receivables Transfer and Servicing Agreement, the Seller represents and warrants that it has full title to the Transferred Receivables and, for the part of the Transferred Receivables arising from the sale of Transferred Receivables by the Clients, has validly acquired title over the whole Receivable by way of subrogation of such Client's rights under the Transferred Receivables in accordance with article of the French Civil Code. Authorised Investments Any available funds standing to the credit of the Fund Accounts (prior to their allocation and distribution) shall be invested by the Fund Cash Manager in Authorised Investments. Notwithstanding strict investment and eligibility criteria, the value of the Authorised Investments may fluctuate depending on the financial markets and the Fund may be exposed to a credit risk in relation to the issuers of such Authorised Investments. None of the Management Company, the Custodian, the Fund Cash Manager or the Fund Account Bank guarantees the market value of the Authorised Investments. The Management Company, the Custodian, the Fund Cash Manager and the Fund Account Bank shall not be liable if the market value of any of the Authorised Investments fluctuates and decreases. Risks relating to the French Law aspects Servicing Agreement An administrator (administrateur judiciaire) or, as applicable, the liquidator (liquidateur judiciaire) will have the ability, pursuant to article L of the Commercial Code, to require that the Master Receivables Transfer and Servicing Agreement be continued; however, to the extent that, after the commencement of Insolvency Proceedings against the Seller, the Seller does not perform its obligations as Servicer under the Master Receivables Transfer and Servicing Agreement, then the Management Company will be entitled to terminate such mandate pursuant to the provisions of the Master Receivables Transfer and Servicing Agreement. In such case, the Management Company shall be entitled to instruct the Debtor to pay any amount owed under the Receivables into any account specified by the Management Company in the notification. Commingling There is a risk that Collections be commingled with other assets of the Servicer upon its insolvency. This risk is addressed as follows. Natixis will act as Specially Dedicated Account Bank under the terms of the Specially Dedicated Accounts Agreement. In accordance with articles L and D of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Accounts Agreement, the Servicer has specially dedicated (compte spécialement affecté) to the benefit of the Fund two bank accounts held with the Specially Dedicated Account Bank. The efficiency of the Specially Dedicated Account mechanism will however be dependent upon the creditworthiness of the Specially Dedicated Account Bank. For such reason: If the Specially Dedicated Account Bank ceases to be an Eligible Bank, an Accelerated Collection Event shall occur and: (i) the Servicer shall, within 30 (thirty) Business Days, either : (A) (i) open a new specially dedicated account with a new specially dedicated account bank that is an Eligible Bank, (ii) enter into an agreement substantially in the form of the relevant Specially Dedicated Accounts Agreement relating to the opening and the operation of that new Specially Dedicated Account, (iii) give the appropriate instructions to the Debtors and the Clients, as applicable, to ensure that all Collections be credited to that new specially dedicated account, (iv) undertake that all amounts paid by Debtors by way of checks shall be directly credited to that new specially dedicated account without transiting via any other account of the Servicer (and any reference to the Main Specially Dedicated Account and the Checks Specially Dedicated Account reference in the PAR

56 Transaction Documents shall then be a reference to that new specially dedicated account) and (v) constitute and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) in favour of the Fund a cash reserve, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means ; or (B) procure that the Specially Dedicated Account Bank becomes an Eligible Bank again (including, for instance, by procuring that an entity with the Account Bank Required Ratings provide an irrevocable and unconditional guarantee for the obligations of the Specially Dedicated Account Bank); (ii) as long as neither (i)(a) nor (i)(b) has been satisfied: (1) no further transfer of Receivables by the Seller to the Fund shall occur; and (2) the Servicer shall no longer be entitled to debit the Specially Dedicated Accounts and any debit instructions in this respect shall be given by the Management Company; (iii) (iv) the Management Company shall issue a Notification of Control and instruct the Specially Dedicated Account Bank to transfer, on each Business Day, to the General Account, the credit balance standing to the Main Specially Dedicated Account and the Checks Specially Dedicated Account as of close of business on the immediately preceding Business Day, in accordance with the provisions of the Specially Dedicated Accounts Agreement; if: (1) on any date, within that 30 (thirty) Business Days period, (i)(a) or (i)(b) is satisfied, the Accelerated Collection Event shall cease and the Seller shall be entitled to start again transferring Receivables to the Fund from the Weekly Settlement Date (included) following the first Weekly Reporting Date on which that Accelerated Collection Event has not been continuing; (2) on any date, (i)(a) is satisfied, the Management Company shall notify the Rating Agencies of the same and may authorise the closure of the Specially Dedicated Account(s) which are no longer in use, provided that the credit balance of such Specially Dedicated Accounts has been credited to the new specially dedicated account, as applicable, and no sum remains to the credit of such Specially Dedicated Account or is likely to be credited to such Specially Dedicated Account by the Servicer, the Clients or the Debtors in relation to Transferred Receivables; (3) on any date, (i)(b) is satisfied, the Management Company shall notify the Rating Agencies of the same and shall issue a Notification of Release and notify the Specially Dedicated Account Bank that the credit balance of each Specially Dedicated Account can cease to be transferred to the General Account on each Business Day and authorise the Servicer to debit the Specially Dedicated Account again, in accordance with the provisions of the Specially Dedicated Accounts Agreement; and (v) at the close of that 30 (thirty) Business Days period, none of (i)(a) or (i)(b) has been satisfied, an Early Amortisation Event shall occur irrevocably. In addition, under the Master Receivables Transfer and Servicing Agreement, the Servicer has undertaken, if, at any time, Natixis ceases to be an Eligible Bank, to constitute, within 30 (thirty) Business Days, and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) a cash reserve in favour of the Fund, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means. An entity shall be an Eligible Bank if it is any credit institution duly licensed under the laws and regulations of France or of any other Member State of the European Economic Area (Espace économique européen) and (i) it has the Account Bank Required Ratings or (ii) an entity with the Account Bank Required Ratings provides an irrevocable and unconditional guarantee for the obligations of that credit institution. An entity shall have the Account PAR

57 Bank Required Ratings if its unsecured, unsubordinated and unguaranteed debt obligations are rated at least A (long term) by Fitch and F1 (short term) by Fitch and P-1 (short term) by Moody s. In any case, the part of the Collections not credited directly to the Specially Dedicated Account without active involvement of the Servicer will not be protected against the commingling risk by the Specially Dedicated Account mechanism, as it is highly likely that an administrator (administrateur judiciaire) or, as applicable, liquidator (liquidateur judiciaire) of the Servicer will stop transferring any such amounts to the Specially Dedicated Account. Change of Law The structure of the securitisation transaction referred to in this Prospectus is based on French law and French tax, regulatory and administrative practices in effect as at the date of this Prospectus and with regard to the expected tax treatment of all relevant entities under such laws and practices. No assurance can be given as to the impact of any possible change to French law and tax, regulatory or administrative practices which may occur after the date of this Prospectus, nor can any assurance be given as to whether any such change could adversely affect the ability of the Fund to make payments under the Notes. General Risks relating to the subscription of the Notes The purchase of the Class A1 Notes is only suitable for investors (i) that possess adequate knowledge and experience in structured finance investments and have the necessary background and resources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of loss of their investment (up to a total loss of the investment) without having to prematurely liquidate the investment; and (iii) that are able to assess the tax aspects and implications of such investment independently. Furthermore, each potential investor should base its investment decision on its own and independent investigation and on the advice of its professional advisors (with whom the investor may deem it necessary to consult), be able to assess if an investment in the Class A1 Notes (i) is in compliance with its financial requirements, its targets and situation (or if it is acquiring the Class A1 Notes in a fiduciary capacity, those of the beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions on investments (regardless of whether it acquires the Class A1 Notes for itself or as a trustee); and (iii) is an appropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks of such investment. Neither the Fund, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Lead Manager, the Arranger, the Paying Agent, the Specially Dedicated Account Bank, the Seller, the Servicer nor any of their respective affiliates nor any other party has or assumes any responsibility for the adequacy or lawfulness of the acquisition of the Class A1 Notes by a prospective investor, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it. Credit Enhancement Provides Only Limited Protection Against Losses The credit enhancement mechanisms established in respect of the Fund as described in Section CREDIT STRUCTURE Credit Enhancement ) provide only limited protection to the holders of the Class A1 and Class A2 Notes. Although the credit enhancement is intended to reduce the effect of delinquent payments or losses on the Transferred Receivables, the amount of such credit enhancement is limited and, upon its reduction, the holders of Class A1 Notes and the Class A2 Notes, may suffer from losses with the result that the Class A1 Noteholders and the Class A2 Noteholders may not receive all amounts of interest and principal due to them. A Noteholder may suffer from late payments or losses. As a consequence, the credit enhancement mechanisms might not be sufficient in the event of late payments or losses attributable to the Transferred Receivables. Changing characteristics of the Transferred Receivables during the Replenishment Period could result in faster or slower repayments or greater losses on the Notes PAR

58 During the Replenishment Period, Collections that would, have been used to repay the Principal Amount Outstanding of the Notes will be used to purchase further Receivables from the Seller (subject to the applicable Priority of Payments). For that reason and as some of the Transferred Receivables might also be subject to the rescission procedure and indemnification procedure, or a retransfer, as provided for in the Master Receivable Transfer and Servicing Agreement in case of non-conformity of such Transferred Receivables or a retransfer, the composition of the pool of Transferred Receivables will change over time and, although the Seller will represent and warrant that any Receivables transferred to the Fund comply with the Eligibility Criteria, the actual characteristics of the Transferred Receivables pool may (i) change after the Closing Date and (ii) upon the start of the Amortisation Period or upon a Fund Liquidation Event, be substantially different from the actual characteristics of the portfolio of Transferred Receivables as of the Closing Date. These differences could result in faster or slower repayments or greater losses on the Notes than what would have been the case based on the portfolio of Transferred Receivables as of the Closing Date. Shorter life of the Notes Although the origination of Receivables by the Seller has been fluctuating in limited proportions for several years (see Section DESCRIPTION OF THE SELLER ), there is no assurance that in the future the purchase of Receivables by the Seller will be sufficient for the purpose of transferring new Receivables to the Fund or that all or part of such new Receivables will meet the Eligibility Criteria. In addition, the Seller has a mere right, but not an obligation to sell to the Fund new Receivables on any Weekly Settlement Date (provided that the Seller has undertaken that, once it has transferred any Receivable arising in respect of a given Identified Qualifying Combinations to the Fund on the Closing Date or a given Weekly Settlement Date, it shall transfer, on each and every following Weekly Settlement Dates, all Eligible Receivables (including all Ancillary Rights) in respect of the same Identified Qualifying Combinations). Consequently, the Replenishment Period might end prior to its Scheduled Replenishment Period Termination Date as set out in this Prospectus. Extension The Seller may request to the Fund an extension of the Replenishment Period, in which case the Fund may (but shall not be obliged to) issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes, in accordance with and subject to the Fund Regulations and subject to, in particular, the conditions set out below: (c) (d) (e) the Seller send its request for Extension to the Fund at least 45 calendar days prior to the Scheduled Replenishment Termination Date; the proceeds received from the issue of the New Notes shall be sufficient for and applied in priority to the redemption of all Principal Amount Outstanding of all Notes; the parties to the Transaction Documents and all Unitholders have agreed to the extension of the Scheduled Replenishment Termination Date and the Final Legal Maturity Date; the Transaction Documents have been amended with the agreement of the respective parties thereto and the approval of the Unitholders, so as to account for the issue of the New Notes, the resulting new Scheduled Replenishment Termination Date, the resulting new Final Legal Maturity Date and any change as may be agreed or required by such parties in respect of such extension and new issue; any such amendment to the Transaction Documents does not affect the rights and obligations of the Class A1 Noteholders or the Class A2 Noteholders under the Notes and the Fund Regulations. Provided that the above conditions are complied with, the consent of the Class A1 Noteholders or the Class A2 Noteholders shall not be required in respect of any Extension, issue of the New Notes or the above mentioned amendments. In case of Extension, the Notes would be repaid in whole on the last Monthly Distribution Date of the Replenishment Period as opposed to amortised on a progressive basis during the Amortisation Period. PAR

59 Senior Amortisation Option Change of Control and Downgrade If a Stop Purchase Event occurs (which event can consist, in particular but without limitation, in Natixis ceasing to have the Absolute Majority of Natixis Factor or the ratings of the unsecured, unsubordinated and unguaranteed debt obligations of Natixis ceasing to be at least A (long term) by Fitch and F1 (short term) by Fitch and P-1 (short term) by Moody s)), Natixis Factor shall have the option (the Senior Amortisation Option ) to request in writing the Management Company (with a copy to the Custodian), by no later than on the Business Day falling immediately prior to the Weekly Information Date preceding the last Weekly Settlement Date falling in the 30 (thirty) Business Days period starting on the date of occurrence of that Stop Purchase Event, to increase the Subordinated Units Base by assuming a reduction to zero of the Principal Amount Outstanding of all Notes. (c) Following the exercise of the Senior Amortisation Option: from the Weekly Information Date following the date of exercise of the Senior Amortisation Option, the Senior Funding Base shall be reduced to zero; on the Monthly Distribution Date immediately following the date of exercise of the Senior Amortisation Option, all Notes then outstanding will be subject to a mandatory redemption in full; and on each of the Weekly Information Dates following that Monthly Distribution Date, the Senior Funding Base shall be equal to zero and the Subordinated Units Base shall be calculated taking into account the reduction to zero of the Principal Amount Outstanding of all Notes. If the Senior Amortisation Option is exercised, the Notes would be repaid in whole on the relevant Monthly Distribution Date, which can fall at any time during the Replenishment Period. Early Liquidation of the Fund The Fund Regulations set out a number of circumstances in which the Management Company would be entitled or obliged to liquidate the Fund. These circumstances may occur prior to the Scheduled Replenishment Period Termination Date of the Class A1 Notes, in which case the Class A1 Notes may be prepaid. There is no assurance that the market value of the Transferred Receivables will at any time be equal to or greater than the aggregate outstanding amount of the Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of an Fund Liquidation Event and a sale of the assets of the Fund by the Management Company (see "LIQUIDATION OF THE FUND, CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES"), the Management Company, the Custodian and any relevant parties to the Transaction Documents will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other amounts owing to such parties prior to any distributions due to the holders of the Notes (including the Class A1 Notes), in accordance with the applicable Priority of Payments. No Liquidity ensured on the Secondary Market Selling Restrictions No assurance can be given as to the development of a secondary market for the Class A1 Notes (despite the fact that application has been made to list the Class A1 Notes on the Paris Stock Exchange (Euronext Paris)) or that, if a secondary market does develop, such market will continue for so long as the Class A1 Notes remain outstanding or will provide Class A1 Noteholders with sufficient liquidity. The absence or insufficiency of liquidity in the secondary market is likely to result in fluctuations of the market value of the Class A1 Notes. In addition, the market value of the Class A1 Notes may fluctuate with changes in prevailing rates of interest. Consequently, any sale of Class A1 Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of such Class A1 Notes. Furthermore, the Class A1 Notes are subject to certain selling and transfer restrictions, which may further limit their liquidity (see SUBSCRIPTION AND SALE ). Rating of the Class A1 Notes PAR

60 The ratings assigned to the Class A1 Notes by the Rating Agencies take into consideration the structural, tax and legal aspects associated with the Class A1 Notes and the underlying portfolio of Transferred Receivables, as well as other relevant features of the structure, including, inter alia, the credit quality of Fund Account Bank, the Paying Agent, the Seller, the Specially Dedicated Account Bank and the Servicer. Each Rating Agency's rating reflects only the view of that Rating Agency. The rating of the Class A1 Notes by the Rating Agencies addresses the timely payment of interest and the ultimate payment of principal on such Class A1 Notes. The rating of all Rating Agencies takes into consideration the characteristics of the portfolio of Transferred Receivables and the current structural, legal, tax and Fund-related aspects associated with the Notes. The ratings do not address the possibility that the Class A1 Noteholders might suffer a lower than expected yield due to prepayments. Rating organisations other than the Rating Agencies may seek to rate the Class A1 Notes and, if such "shadow ratings" or "unsolicited ratings" are lower than the comparable ratings assigned to the Class A1 Notes by the Rating Agencies, such shadow or unsolicited ratings could have an adverse effect on the value of the Class A1 Notes. There is no assurance that the ratings will continue for any period of time or that they will not be lowered, reviewed, suspended or withdrawn by the Rating Agencies. Future events, including events affecting the Transferred Receivables, the Fund Account Bank, the Paying Agent, the Specially Dedicated Account Bank, the Seller and the Servicer could have an adverse effect on the rating of the Class A1 Notes. If the ratings initially assigned to the Class A1 Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement to the Class A1 Notes. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organisation. The ratings assigned to the Class A1 Notes (if any) should be evaluated independently from similar ratings on other types of securities. Disclosure of the Transaction Documents Each Transaction Document will contain a confidentiality clause which will nevertheless not apply if the recipient, a Noteholder, is required to disclose the same pursuant to any law (including, without limitation, pursuant to Rule 17g5 of the Securities Exchange Act of 1934) or order of any court or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank or any governmental or other regulatory authority (including any official bank examiners or regulators) or stock exchanges. Withholding Tax under the Notes F Payments of interest and other income made by the Fund with respect to the Notes will not be subject to the withholding tax set out under article 125 A III of the Code général des impôts (the French Tax Code ) unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article A of the French Tax Code (a Non-Cooperative State ). If such payments under the Notes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable provisions of any applicable double tax treaty) pursuant to article 125 A III of the French Tax Code. Notwithstanding the foregoing, the law provides that the 50% withholding tax set out under article 125 A III of the French Tax Code will not apply if the Fund can prove that the principal purpose and effect of a particular issue of Notes was not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to the French tax authorities guidelines (BOI-ANNX #90), an issue of Notes will benefit from the Exception without the Fund having to provide any proof of the purpose and effects of such issue of Notes if such Notes are: (i) offered by means of a public offer within the meaning of Article L of the French Monetary and Financial Code or pursuant to an equivalent offer in a State or territory other than a Non-Cooperative State (for this PAR

61 purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority); or (ii) (iii) admitted to trading on a French or foreign regulated market or a multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, the operation of such market is carried out by a market operator or an investment services provider or a similar foreign entity, and (c) such market operator, investment services provider or entity is not located in a Non-Cooperative State; or admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L of the French Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A1 Notes, and, subject to their effective listing, the Exception will apply in respect of such Class A1 Notes. Consequently, under current law, all payments of principal or interest by the Fund in respect of the Class A1 Notes will be made free from any withholding or deduction for or on account of any tax imposed in France subject as provided in the Section entitled FRENCH TAXATION REGIME on page 155. However, there can be no assurance that the law or practice will not change. In the event withholding taxes are imposed in respect of payments due to holders of Notes, neither the Fund nor the Paying Agent (in respect of the Class A1 Notes only) nor any other party to the Transaction Documents will be obliged to gross-up or otherwise compensate the holders of Notes for the lesser amounts the holders of Notes will receive as a result of the imposition of withholding taxes. EU Directive on the taxation of savings income Under the EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive ), each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). If, as a result of the implementation of the Savings Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Fund nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Class A1 Note as a result of the imposition of such withholding tax. The Fund will ensure that it maintains a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive. Eurosystem Eligibility The Class A1 Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Class A1 Notes are intended upon issue to be admitted to the operations of Euroclear France (acting as central depositary) and deposited with one of Euroclear Bank S.A./N.V. or Clearstream, Luxembourg, as common safekeeper but this does not mean nor imply any guarantee that the Class A1 Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will, inter alia, depend upon satisfaction of the Eurosystem eligibility criteria. If the Class A1 Notes do not satisfy the criteria as specified and interpreted by the European Central Bank, the Class A1 Notes will not be eligible collateral for Eurosystem. Neither the Fund, the Management Company, the PAR

62 Custodian, the Fund Account Bank, the Fund Cash Manager, the Lead Manager, the Arranger, the Paying Agent, the Specially Dedicated Account Bank, the Seller, the Servicer nor any of their respective affiliates nor any other party gives any representation, warranty, confirmation or guarantee to any investor in the Class A1 Notes that the Class A1 Notes will, either upon issue, or at any or all times during their life, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem eligible collateral. Any potential investor in the Class A1 Notes should make their own conclusions and seek their own advice with respect to whether or not the Class A1 Notes constitute Eurosystem eligible collateral. Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes - Implementation of Basel II Risk-Weighted Asset Framework The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the "Committee"). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness and stability of the international banking system as a result of the higher capital ratios that it required. The Committee published the text of the new capital accord under the title: "Basel II; International Convergence on Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June In November 2005, the Committee issued an updated version of the Framework. On 4 July 2006, the Committee issued a comprehensive version of the Framework. This Framework places enhanced emphasis on market discipline, internal procedures and governance and sensitivity to risk and serves as a basis for national and supra-national rule-making and approval processes for banking organisations. The Framework was put into effect for credit institutions in Europe via the recasting of a number of prior directives. This consolidating directive is referred to as the EU Capital Requirements Directive ("CRD"). Member States were required to transpose, and the financial services industry had to apply, the CRD by 1 January 2007, subject to various transitional measures. The more sophisticated measurement approaches for operational risk are required to be implemented from January The Framework, as implemented, will affect risk weighting of the Notes for investors. Consequently, Noteholders should consult their own advisers as to the consequences to and effect on them of the application of the Framework as implemented by their own regulator, to their holding of any Notes. The Fund is not responsible for informing Noteholders of the effects of the changes to risk-weighting which will result for investors from the adoption by their own regulator of the Framework. The Basel Committee announced in April 2008 that it would take steps to strengthen certain aspects of the Framework and, to this end, it introduced a package of consultative documents, the Revisions to the Basel II market risk framework and Proposed enhancements to the Basel II framework in January The European Commission also published in April 2008 a consultation paper on certain changes proposed to the CRD and it has also sought technical advice on its proposed changes from the Committee of European Banking Supervisors. On 9 March 2009 the EU's Economic and Financial Affairs Council (ECOFIN) endorsed the European Commission's final proposal for amendments to the CRD published in December The European Commission's final proposal contained the "skin in the game" proposals that (broadly) require originators/sponsors of securitisations to retain a 5% economic interest in those securitisations. The European Parliament has agreed to the amendments (including the 5% "skin in the game" retention requirement) to the CRD on 6 May 2009 and the Council and the European Parliament adopted a directive 2009/111/EC on 16 September 2009 ( CRD 2 ). In particular, in Europe, investors should be aware of article 122a of the CRD ( Article 122a ), as implemented in France by the order (arrêté) of 25 August 2010 modifying several regulatory provisions relating to prudential control of credit institutions and investment firms (the 2010 Order ) including, inter alia, the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order ). The 2010 Order entered into force on 31 December 2010 and article 23 of the 2010 Order (which introduces a new article in the 2007 Order) applies in general to new securitisations issued on or after 1 January 2011 and, after 31 December 2014, to existing securitisations where new underlying exposures are added or substituted after 31 December Article 122a restricts an EU regulated credit institution from investing in assetbacked securities unless the originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EU regulated credit institution that it will retain, on an ongoing basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or asset exposures as contemplated by Article 122a. Article 122a also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, its note position and the underlying exposures and that procedures are established for such activities to be conducted on an on-going basis. Failure to comply with one or more of the requirements set out in Article 122a will result in the imposition of a penal capital charge on the notes acquired by the relevant investor. PAR

63 Prospective noteholders should therefore make themselves aware of the requirements of Article 122a, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes. Each prospective investor is required to independently assess and determine the sufficiency of the information described in this Prospectus for the purposes of complying with Article 122a and its own situation and obligations in this respect. There remains considerable uncertainty with respect to Article 122a and it is not clear what will be required to demonstrate compliance to national regulators. Investors who are uncertain as to the requirements that will need to be complied with in order to avoid the additional regulatory charges for non compliance with Article 122a should seek guidance from their regulator. Similar requirements to those set out in Article 122a are expected to be implemented for other EU regulated investors (such as investment firms, insurance and reinsurance undertakings and certain hedge fund managers) in the future. Article 122a of the Capital Requirements Directive and any other changes to the regulation or regulatory treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, have a negative impact on the price and liquidity of the Notes in the secondary market. Liability under the Notes Direct Exercise of Rights The Notes are the obligations of the Fund only and will not be the obligations of, or guaranteed by, any other entity. In particular, the Notes will not be the obligations of, or guaranteed by, the Management Company, the Custodian, the Seller, the Servicer, the Fund Account Bank, the Fund Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Arranger, the Lead Manager or any of their respective affiliates and/or employees or agents and none of such persons accepts any liability whatsoever in respect of any failure by the Fund to make payment of any amount due under the Notes. Notwithstanding the rights of the Class A1 Noteholders Representative (each, as defined in section "TERMS AND CONDITIONS OF THE NOTES") and the powers of the General Meeting of the Class A Noteholders, only the Management Company may enforce the rights of the Fund against third parties. The Management Company is required under French law to represent the Fund and to further represent and act in the best interests of the Noteholders, the holders of Specific Units and the holders of Subordinated Units. The Management Company has the exclusive right to exercise contractual rights against the parties who have entered into agreements with the Fund, including the Seller and the Servicer. The Noteholders, the holders of Specific Units and the holders of Subordinated Units will not have the right to exercise any such rights directly. PAR

64 PERIODS AND OPERATIONS OF THE FUND Periods of the Fund Replenishment Period The Replenishment Period is the period starting on the Closing Date and ending on the earliest of: the Scheduled Replenishment Termination Date (included), i.e. the Monthly Settlement Date preceding the Monthly Distribution Date falling on 14 December 2015, subject to any Extension (see Extension below), the Early Amortisation Starting Date (excluded), i.e. the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event occurs and (c) the date (excluded) on which a Fund Liquidation Event is declared by the Management Company. The Fund Regulations provides that during the Replenishment Period, the Seller will be entitled to assign new Receivables to the Fund, in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations, save where a Stop Purchase Event has occurred and is continuing, and the Fund will issue from time to time, and to the extent necessary, further Series of Class A2 Notes (but no further Class A1 Notes, without prejudice to the possibility to issue Class A1 New Notes in case of Extension, see Extension below) and new Units, in accordance with the provisions of the Fund Regulations. An Early Amortisation Event shall occur if: (i) (ii) (iii) (iv) (v) (vi) (vii) on any date, the Parent Company does no longer own the Absolute Majority of Natixis Factor and 30 (thirty) Business Days have elapsed since that date, except if, (1) within that 30 (thirty) Business Days period, the Fund agrees to waive such change of control, with the prior consent of the Noteholders obtained in accordance with Condition 9.4 of the Notes (which waiver shall be notified to the Rating Agencies if it is granted) or (2) following the occurrence of that change of control, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); an Accelerated Collection Event occurs and is continuing and not remedied in the manner described in Specially Dedicated Account Bank above within 30 (thirty) Business Days from the date of occurrence of such Accelerated Collection Event, except if, following the occurrence of that Accelerated Collection Event, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); an Insolvency Event occurs in respect of the Seller or the Parent Company; Natixis Factor (in any capacity whatsoever) fails to pay in due time any amount it owes to the Fund unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; Natixis Factor fails to deliver the IT Files on any Weekly Reporting Date unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days from such Weekly Reporting Date; any representation or statement made or deemed to be made by Natixis Factor in the Transaction Documents or any other document delivered under any Transaction Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless such situation is capable of remedy and is remedied within thirty (30) Business Days from the date on which the Fund gives notice of the same to Natixis Factor or Natixis Factor gives notice of the same to the Fund; if: the Delinquent Trigger Ratio calculated on a Monthly Reporting Date exceeds 4,5%; or the Default Trigger Ratio calculated on a Monthly Reporting Date exceeds 2.25%; or PAR

65 (c) (d) (e) the Dilution Trigger Ratio calculated on a Monthly Reporting Date exceeds 1%; or the Retransfer Trigger Ratio calculated on a Monthly Reporting Date exceeds 3%; or the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date exceeds 75 calendar days, and 30 Business Days have elapsed, except if (1) within that 30 Business Days period, the Fund agrees to waive such a breach, with the prior consent of the Noteholders obtained in accordance with Condition 9.4 of the Notes (which waiver shall be notified to the Rating Agencies if it is granted) or (2) following the occurrence of that breach, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); (viii) (ix) (x) on any Weekly Settlement Date, Natixis Factor fails to subscribe or pay for the subscription price due and payable under the Units issued on that Weekly Settlement Date by the Fund, unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days (including, without limitation, any additional Subordinated Units issued further to the exercise of the Senior Amortisation Option to account for the resulting increase in the Subordinated Units Base, as detailed in Senior Amortisation Option below); on any Monthly Distribution Date, Natixis Factor fails to subscribe or pay for the subscription price due and payable under any Class A2 Notes issued and not otherwise subscribed for by the relevant Class A2 Notes Subscriber, unless such failure is due to a an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; or Natixis Factor (in any capacity whatsoever) fails to comply with any provision of the Transaction Documents (other than those referred to in Clauses (ii), (iv), (v), (vi), (viii) or (ix)), unless such failure is capable of remedy and is remedied within thirty (30) Business Days from the date on which the Management Company gives notice of the same to Natixis Factor or Natixis Factor gives notice of the same to the Management Company. A Stop Purchase Event shall occur if there is any Note outstanding and: an Accelerated Collection Event has occurred; (i) the Delinquent Trigger Ratio calculated on a Monthly Reporting Date exceeds 4,5%; or (ii) (iii) (iv) (v) the Default Trigger Ratio calculated on a Monthly Reporting Date exceeds 2.25%; or the Dilution Trigger Ratio calculated on a Monthly Reporting Date exceeds 1%; or the Retransfer Trigger Ratio calculated on a Monthly Reporting Date exceeds 3%; or the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date exceeds 75 calendar days; or (c) the Parent Company ceases to own the Absolute Majority of Natixis Factor. Following the occurrence of a Stop Purchase Event, the Seller shall not be entitled to make any Transfer Offers and the Management Company shall not be entitled to accept any existing or new Transfer Offers from the Seller. The Stop Purchase Event shall be continuing until, and cease on, the earlier between (i) the date on which all Notes have been redeemed in full and (ii) the date on which none of the event, or (c) above is continuing. Once a Stop Purchase Event has ceased, the Seller shall be entitled again to make Transfer Offers and the Management Company shall be entitled again to accept any existing or new Transfer Offers from the Seller, from the Weekly Settlement Date following the first Weekly Reporting Date on which that Stop Purchase Event is no longer continuing. Senior Amortisation Option PAR

66 If a Stop Purchase Event occurs, Natixis Factor shall have the option (the Senior Amortisation Option ) to request in writing the Management Company (with a copy to the Custodian), by no later than on the Business Day falling immediately prior to the Weekly Information Date preceding the last Weekly Settlement Date falling in the 30 (thirty) Business Days period starting on the date of occurrence of that Stop Purchase Event, to increase the Subordinated Units Base by assuming a reduction to zero of the Principal Amount Outstanding of all Notes. (c) Extension Following the exercise of the Senior Amortisation Option: from the Weekly Information Date following the date of exercise of the Senior Amortisation Option, the Senior Funding Base shall be reduced to zero; on the Monthly Distribution Date immediately following the date of exercise of the Senior Amortisation Option, all Notes then outstanding will be subject to a mandatory redemption in full; and on each of the Weekly Information Dates following that Monthly Distribution Date, the Senior Funding Base shall be equal to zero and the Subordinated Units Base shall be calculated taking into account the reduction to zero of the Principal Amount Outstanding of all Notes. The Seller may request to the Fund an extension of the Replenishment Period, in which case the Fund may (but shall not be obliged to) issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes (such procedure being referred to as an Extension ), in accordance with and subject to the Fund Regulations and subject to, in particular, the conditions set out below: (c) (d) (e) the Seller send its request for Extension to the Fund at least 45 calendar days prior to the Scheduled Replenishment Termination Date; the proceeds received from the issue of the New Notes shall be sufficient for and applied in priority to the redemption of all Principal Amount Outstanding of all Notes; the parties to the Transaction Documents and all Unitholders have agreed to the extension of the Scheduled Replenishment Termination Date and the Final Legal Maturity Date; the Transaction Documents have been amended with the agreement of the respective parties thereto and the approval of the Unitholders, so as to account for the issue of the New Notes, the resulting new Scheduled Replenishment Termination Date, the resulting new Final Legal Maturity Date and any change as may be agreed or required by such parties in respect of such extension and new issue; any such amendment to the Transaction Documents does not affect the rights and obligations of the Class A1 Noteholders or the Class A2 Noteholders under the Notes and the Fund Regulations. Provided that the above conditions are complied with, the consent of the Class A1 Noteholders or the Class A2 Noteholders shall not be required in respect of any Extension, issue of the New Notes or the above mentioned amendments. For the avoidance of doubt, the Notes as referred to in this Prospectus do not include a reference to any New Note. Amortisation Period The Amortisation Period is the period starting on the earliest of: the Scheduled Replenishment Termination Date (excluded), the Early Amortisation Starting Date (included), i.e. the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event has occurred and (c) the date (included) on which a Fund Liquidation Event is declared by the Management Company and ending on the earlier between of (i) the date on which the Principal Amount Outstanding of each Note and Unit is reduced to zero, (ii) the Fund Liquidation Date (included) and (iii) the Final Legal Maturity Date (included). During the Amortisation Period, the Fund will no longer purchase additional Receivables from the Seller nor issue any further Series of Class A2 Notes or new Units. PAR

67 Computations by the Management Company Computations released on the Initial Information Date On the Initial Information Date, the Management Company shall have computed and shall indicate (through the initial Weekly Computations Report) to the Custodian and the Seller (with a copy to the Rating Agencies), inter alia: (c) the Purchase Price to be paid to the Seller on the Closing Date with respect to the Eligible Receivables which shall be transferred to the Fund on the Closing Date; the Net Fundable Receivables Amount, the Senior Funding Base, the Subordinated Units Base, and the Specific Units U-1 Base and the Specific Units U-2 Base; and the principal amount of Class A1 Notes, Class A2 Notes, Subordinated Units, Specific Units U-1 and Specific Units U-2 to be issued by the Fund on the Closing Date (being respectively the Senior Funding Base, the Subordinated Units Base, the Specific Units U-1 Base and the Specific Units U-2 Base). Computations released on each Weekly Information Date (other than a Monthly Information Date) On each Weekly Information Date, the Management Company shall (i) have made the Weekly Computations on the basis (inter alia) of the IT Files sent by Natixis Factor, as Seller and Servicer, on the immediately preceding Weekly Reporting Date and (ii) report to Natixis Factor, as Seller and the Servicer, such Weekly Computations through the Weekly Computations Report. Computations released on each Monthly Information Date On each Monthly Information Date, the Management Company shall (i) have made the Monthly Computations on the basis (inter alia) of the IT Files sent by Natixis Factor, as Seller and Servicer, on that Monthly Reporting Date, (ii) report to Natixis Factor, as Seller and Servicer, such computations through the Monthly Computations Report and (iii) provide the Custodian with the Investor Report on that Monthly Information Date. Operations of the Fund Operations on the Closing Date On the Closing Date, the Management Company shall: purchase from the Seller (through the signing of the initial Transfer Document) the relevant Eligible Receivables, as described in paragraph 2 of DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ; issue (i) the Class A-1 Notes and Class A-2 Notes, (ii) the Subordinated Units and (ii) the Specific Units U-1 and Specific Units U-2, on the basis of the Senior Funding Base, the Subordinated Units Base, the Specific Units U-1 Base and the Specific Units U-2 Base, as computed on the Initial Information Date; (c) (d) pay to the Seller the Initial Net Cash Amount corresponding to the difference between (i) the Purchase Price due and payable by the Fund to Natixis Factor in respect of the Eligible Receivable transferred to the Fund on the Closing Date and (ii) any amount due and payable by Natixis Factor to the Fund on the Closing Date with respect to the subscription of the Subordinated Units, the Specific Units U-1 and Specific Units U-2 and the Class A2 Notes (if applicable); and credit to the Interest and Fees Reserve Account with the proceeds of the Specific Units. Operations during the Replenishment Period Weekly Settlement Dates (other than Monthly Settlement Dates) PAR

68 On each Weekly Settlement Date (other than a Monthly Settlement Date) during the Replenishment Period: (c) the Management Company shall purchase from the Seller (through the signing of the Transfer Document) the relevant Eligible Receivables, as described in paragraph 2 of DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ; if the Subordinated Units Increase Amount or Subordinated Units Decrease Amount are not nil, the Management Company shall redeem the then outstanding Subordinated Units and issue new Subordinated Units to be subscribed by Natixis Factor, for a principal amount equal to the applicable Subordinated Units Base, to be subscribed by the Seller; and either the Fund shall pay to Natixis Factor or Natixis Factor shall pay to the Fund a net amount equal to either the Fund Excess Cash Amount or the Fund Missing Cash Amount as further described in paragraph of DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT. Monthly Settlement Dates On each Monthly Settlement Date during the Replenishment Period, the Management Company shall: (c) (d) (e) (f) (g) (h) (i) (j) purchase from the Seller (through the signing of the Transfer Document) the relevant Eligible Receivable, as described in paragraph 2 of DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ; if the Subordinated Units Increase Amount or Subordinated Units Decrease Amount is not nil, redeem the then outstanding Subordinated Units and issue new Subordinated Units, for a principal amount equal to the applicable Subordinated Units Base to be subscribed by Natixis Factor; if the Specific Units U-1 Increase Amount or Specific Units U-1 Decrease Amount is not nil, redeem the then outstanding Specific Units U-1 and issue new Specific Units U-1, for a principal amount equal to the applicable Specific Units U-1 Base to be subscribed by Natixis Factor; if Specific Units U-2 Increase Amount or Specific Units U-2 Decrease Amount is not nil, redeem the then outstanding Specific Units U-2 and issue new Specific Units U-2, for a principal amount equal to the applicable Specific Units U-2 Base to be subscribed by Natixis Factor; check that Natixis Factor has paid the Net Cash Amount due by Natixis Factor to the Fund (NCAS) (if any), to the General Account; check that Natixis Factor has paid the Specific Net Amount due by Natixis Factor to the Fund (SNANF) (if any), to the Interest and Fees Reserve Account; transfer from the Interest and Fees Reserve Account to the Distribution Account, the Interest Amounts and the Fund Expenses to be paid on the next Monthly Distribution Date; transfer from the General Account to the Distribution Account, the Monthly Senior Decrease Amount to be paid, as the case may be, on the next Monthly Distribution Date; and pay to Natixis Factor the greatest of the remaining balance of the General Account and the Net Cash Amount due by the Fund to Natixis Factor (NCAF) (if any); and pay from the Interest and Fees Reserve Account to Natixis Factor the greatest of the remaining balance of the Interest and Fees Reserve Account and the Specific Net Amount due by the Fund to Natixis Factor (SNAF) (if any). In case the Net Cash Amount due by the Fund to Natixis Factor (NCAF) or the Specific Net Amount due by the Fund to Natixis Factor (SNAF) can not be fully paid by the Fund on such Monthly Settlement Date, the unpaid portion shall constitute a debt of the Fund towards the Natixis Factor which shall be paid on the immediately following Monthly Distribution Date (the Deferred Payment ). PAR

69 Monthly Distribution Dates and Priorities of Payments On any Monthly Distribution Date in the Replenishment Period, the Management Company will: if a Class A2 Notes Increase Amount has arisen, issue a new Series of Class A2 Notes; verify that the proceeds coming from the issuance and subscription of new Series of Class A2 Notes, if any, have been credited into the General Account (provided that the Fund may agree with Natixis Factor to set-off any subscription amount due and payable by Natixis Factor to the Fund in respect of any Class A2 Note issued but not subscribed by any Class A2 Subscriber, as the case may be, with the Deferred Payment due and payable by the Fund to the Natixis Factor on such date, if any) and, in case of issue, further to an Extension, of New Notes on the Monthly Distribution Date immediately preceding the Scheduled Replenishment Period, verify that the proceeds coming from the issuance and subscription of such New Notes have been credited into the General Account. Then, the Management Company shall make the payments or transfers such as listed below, following the order of priority (the Replenishment Priority of Payments ) pursuant to which they are mentioned: payments to be made from the Distribution Account: (i) (ii) (iii) (iv) (v) payment on a pari passu and prorata basis of the fees due to the Management Company and the Custodian; payment of the fees due to the Servicer; payment on a pari passu and prorata basis of the fees due to the Fund Account Bank, the Fund Cash Manager, the Paying Agent and any other Fund Expenses to be paid on such date as set out in Section FUND EXPENSES ; payment on a pari passu and prorata basis of the interest due to Class A1 Noteholders and the Class A2 Noteholders; and payment on pari passu and prorata basis of the Class A1 Notes Decrease Amount and Class A2 Notes Decrease Amount due on such date to, respectively, the Class A1 Noteholders and Class A2 Noteholders (if any); and payments or transfers to be made from the General Account: (i) (ii) in case of issue, further to an Extension, of New Notes on the Monthly Distribution Date immediately following the Scheduled Replenishment Termination Date, redemption in full of all Notes; payment of the Deferred Payment (if any) due by the Fund to Natixis Factor on such date such as computed on the last Monthly Settlement Date, save to the extent paid by way of set-off with any subscription amount due and payable by Natixis Factor to the Fund in respect of any Class A2 Note issued but not subscribed by any Class A2 Subscriber, as the case may be, with the Deferred Payment due and payable by the Fund to the Natixis Factor on such date, if any. Operations during the Amortisation Period Payments on each Business Day and/or on each Weekly Settlement Date During the Amortisation Period: on each Weekly Settlement Date, or, if an Accelerated Collection Event has occurred and is continuing, on each Business Day, Natixis Factor shall pay to the Fund, without any set-off, the Collections due and payable by Natixis Factor, as Servicer and Seller, to the Fund on that Weekly Settlement Date or on that Business Day, as the case may be; PAR

70 (c) (d) on each Weekly Settlement Date, Natixis Factor shall pay to the Fund, without any set-off, any Retransfer Amount due and payable by the Seller on that Weekly Settlement Date; on each Weekly Settlement Date, the Fund shall pay to Natixis Factor, any Repayable Amount due and payable by the Fund to the Seller on that Weekly Settlement Date, within the limit of the funds then standing to the credit of the General Account. Monthly Payments and Priorities of Payments During the Amortisation Period, on any Monthly Settlement Date preceding each Monthly Distribution Date, the Management Company shall (i) if such Monthly Distribution Date is not the Notes Final Amortisation Date, transfer the Interest Amounts and Fund Expenses to be paid on the next Monthly Distribution Date from the Interest and Fees Reserve Account to the General Account or (ii) if such Monthly Distribution Date corresponds to the Notes Final Amortisation Date, transfer all the money standing into the Interest and Fees Reserve Account to the General Account. On each Monthly Distribution Date during the Amortisation Period, the Management Company shall make the following payments from such General Account upon the order of priority (the Amortisation Priority of Payments and, together with the Replenishment Period Priority of Payments, the Priorities of Payments ) pursuant to which they are mentioned: (c) (d) (e) payment on pari passu and prorata basis of the fees due the Management Company and the Custodian; payment of the fee due to the Servicer; payment on a pari passu and prorata basis of the fees due to the Fund Account Bank, the Fund Cash Manager, the Paying Agent and any other Fund Expenses to be paid on such date as set out in Section FUND EXPENSES ; payment on a pari passu and prorata basis of the interest due to Class A1 Noteholders and the Class A2 Noteholders; redemption in full, on a pari passu and prorata basis, of the Class A1 Notes and Class A2 Notes; (f) payment on a pari passu and prorata basis of the interest due to Specific Unitholders; (i) (j) (k) as soon as the Class A1 Notes and the Class A2 Notes are fully reimbursed, redemption in full, on a pari passu and prorata basis, the Specific Units U-1 and Specific Units U-2; as soon as the Specific Units U-1 and Specific Units U-2 are fully redeemed, redemption in full, on a pari passu and prorata basis of the Subordinated Units on a prorata basis; and distribution of the Fund Liquidation Surplus ( boni de liquidation ), if any, to the Subordinated Unitholder on a prorata basis. Instructions of the Management Company In order to ensure that all the allocations, distributions and payments are made in a timely manner in accordance with the provisions set out above, the Management Company will give the appropriate instructions to the Custodian, the Fund Account Bank, the Servicer, the Fund Cash Manager and the Paying Agent and, as applicable, the Specially Dedicated Account Bank. These allocations shall be made only in accordance with the instructions of the Management Company provided that no amount will be withdrawn from a Fund Account if the relevant Fund Account would have a debit balance as a result thereof (see Section THE FUND ACCOUNTS ). PAR

71 Deferred amounts Unless expressly provided to the contrary, in the event that, under the application of the provisions of any Priority of Payments set out above, the credit balance of the Fund Accounts proves insufficient to meet the corresponding payment obligations of the Fund: (c) the relevant creditors (if there are more than one) within each category of creditors as stated in such Priority of Payments shall be paid in no order inter se but pari passu in proportion to their respective debts against the Fund; unpaid amount(s) shall be deferred and shall be payable on the immediately following Monthly Distribution Date in priority to the amounts due on that following Monthly Distribution Date in respect of the relevant line of the applicable Priority of Payments; and such deferred amounts shall not bear interest. PAR

72 DESCRIPTION OF THE NOTES AND THE UNITS The Fund will issue the Class A1 Notes, the Class A2 Notes and the Specific Units U-1, the Specific Units U-2 and the Subordinated Units backed by the Assets of the Fund. The Class A2 Notes and the Units are not offered for sale pursuant to this Prospectus. Categories During the Replenishment Period, the Fund will issue the following categories of Notes and Units in accordance with and subject to the Fund Regulations: on the Closing Date only, Class A1 Notes of 100,000 each due 13 June 2016 the terms and conditions of which are set out in Section TERMS AND CONDITIONS OF THE NOTES. The Class A1 Notes are issued by the Fund at a price of 100 per cent. of their nominal value; on the Closing Date, and, as the case may be, on any Monthly Distribution Date during the Replenishment Period, Class A2 Notes of 100,000 each due 13 June 2016, the terms and conditions of which are set out in Section TERMS AND CONDITIONS OF THE NOTES. The Class A2 Notes are issued by the Fund at a price of 100 per cent. of their nominal value. The Class A2 Notes issued on a given Monthly Distribution Date and offered for subscription to a given Class A2 Subscriber will be noted Class A2-X, with X being the number ascribed by the Fund to the relevant Class A2 Subscriber. The Class A2-X Notes issued on a given date to a given Class A2 Subscriber shall constitute a separate Series of Class A2-X Notes. The Class A2 Initial Subscriber shall be ascribed number 1 and any Class A2 Note offered for subscription to it shall be a Class A2-1 Note. The Principal Amount Outstanding of Class A2-X Notes shall not exceed the Class A2-X Notes Maximum Issue Amount agreed between the relevant Class A2 Subscriber, the Fund, the Custodian and Natixis Factor under the relevant Class A2-X Notes Subscription Agreement. The Class A2-1 Notes Maximum Issue Amount (which apply in respect of the Class A2-1 Note and the Class A2 Initial Subscriber) is 300 millions on the Closing Date; (c) (d) (e) on the Closing Date, and, as the case may be, on any Monthly Settlement Date during the Replenishment Period, Specific Units U-1 of 1,000 each due 13 June 2016, the terms and conditions of which are set out in the Fund Regulations. The Specific Units U-1 are issued by the Fund at a price of 100 per cent. of their nominal value; on the Closing Date, and, as the case may be, on any Monthly Settlement Date during the Replenishment Period, Specific Units U-2 of 1,000 each due 13 June 2016, the terms and conditions of which are set out in the Fund Regulations. The Specific Units U-2 are issued by the Fund at a price of 100 per cent. of their nominal value; and on the Closing Date, and, as the case may be, on any Weekly Settlement Date during the Replenishment Period, Subordinated Units of 1,000 each due 13 June 2016, the terms and conditions of which are set out in the Fund Regulations. The Subordinated Units are issued by the Fund at a price of 100 per cent. of their nominal value. Relationship between the Notes, the Series and the Units The Class A1 Notes and the Class A2 Notes will rank pari passu with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date and in priority (with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date) to the Specific Units and the Subordinated Units. All Class A2 Notes of a given Series rank pari passu to all other Class A2 Notes of the same Series and other Series and all payments on the Class A2 Notes shall be allocated pro rata to those Class A2 Notes. PAR

73 (c) The Specific Units U-1 and the Specific Units U-2 will rank pari passu, and in priority (with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date) to the Subordinated Units. Transferable Securities and Financial Instruments The Notes and the Units are transferable securities (valeurs mobilières) and financial instruments (instruments financiers) within the meaning of article L of the French Monetary and Financial Code. The Notes are bonds (obligations) within the meaning of article L of the French Monetary and 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 or the Units. The Class A1 Notes will, upon issue, be (i) admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France and (ii) admitted in the Clearing Systems (see Section GENERAL INFORMATION ). In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Title to the Class A1 Notes passes upon the credit of those Class A1 Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of the Class A1 Notes in registered form shall become effective in respect of the Fund and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. The Class A2 Notes and the Units will not be cleared. Title to the Class A2 Notes and the Units shall at all times be evidenced by entries in the register of the Custodian, and a transfer of Class A2 Notes and the Units may only be effected through registration of the transfer in such register. Ratings It is a condition to the issuance of the Class A1 Notes and the Class A2-1 Notes that the Class A1 Notes and the Class A2-1 Notes are assigned, upon issue, a rating of AAAsf by Fitch and a rating of Aaa (sf) by Moody s. There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by either or both of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any of the Rating Agencies. As of 30 July 2012, Fitch France S.A.S. and Moody s Investor Service Ltd are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the CRA Regulation ) according to the list published by the European Securities and Markets Authority. The principles governing the rating procedure of the Rated Notes are defined in Appendix III of this Prospectus. Documents in relation to the assessment of the Receivables and the Class A1 Notes as required by article L of the French Monetary and Financial Code issued by Fitch and Moody s respectively are attached in Appendix IV and V of this Prospectus respectively. Listing The Units will not be rated. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A1 Notes. The Class A2 Notes and the Units will not be listed. Subscription and placement PAR

74 The Class A1 Notes will only be offered and sold (i) in France to qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each case that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, articles L.411-1, L.411-2, D and D of the French Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents) and subject to the further restrictions set out in Section SUBSCRIPTION AND SALE. The Class A2-1 Notes issued on the Closing Date will be subscribed by the Class A2 Initial Subscriber. On any Monthly Distribution Date during the Replenishment Period, the Fund may issue further Series of Class A2-1 Notes to be offered for subscription to the Class A2 Initial Subscriber (provided that Natixis Factor has irrevocably agreed to subscribe any Class A2 Note issued by the Fund but not otherwise subscribed by the Class A2 Initial Subscriber on a given Monthly Distribution Date, up the relevant Class A2-1 Notes Maximum Issue Amount applicable on that Monthly Distribution Date) and, if relevant, other Class A2-X Notes to be offered for subscription to an Class A2 Additional Subscriber, provided that: (i) (ii) (iii) (iv) (v) such Class A2 Additional Subscriber (or any person on their behalf) makes a request to access the Transaction at least 60 (sixty) Business Days (or such shorter time period as may be agreed by the Fund and Natixis Factor) prior to the issue of the first Series to be subscribed by it; the Fund, the Custodian, the holders of Specific Units and the Subordinated Units and the Seller have agreed to such request and to the terms and conditions of relevant accession; such Class A2 Additional Subscriber has agreed to subscribe for the relevant Class A2-X Notes, pursuant to the relevant Class A2-X Notes Subscription Agreement and has acceded to the Master Definitions and Framework Agreement; the Rating Agencies are notified of such accession and, prior to the issue of the first Series of the relevant Class A2-X Notes, such Class A2-X Notes have been assigned a rating by Fitch at least as high as the then current rating by Fitch of the outstanding Class A2 Notes; and Natixis Factor has irrevocably agreed to subscribe any Class A2 Note issued by the Fund but not otherwise subscribed for by the relevant Class A2 Subscriber on a given Monthly Distribution Date, up the relevant Class A2-X Maximum Issue Amount applicable on that Monthly Distribution Date. Natixis Factor has irrevocably agreed to subscribe: any and all Specific Units issued on the Closing Date and on any Monthly Settlement Date, pursuant to the Specific Units Subscription Agreement; and any and all Subordinated Units issued on the Closing Date and on any Weekly Settlement Date, pursuant to the Subordinated Units Subscription Agreement. Retention and disclosure requirements under the Capital Requirements Directive Natixis Factor shall retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Prospectus such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(iv) of the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order )), by the holding of the Subordinated Units. As condition precedent to the purchase of additional Receivables on Weekly Settlement Dates, the Management Company shall have received prior written confirmation from the Custodian, as holder of the registry of the holder of the Subordinated Units, that Natixis Factor holds all Subordinated Units. In the Class A1 Notes Placement Agreement, Natixis Factor has: PAR

75 adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); undertaken to the Lead Manager and the Fund that it shall at all times comply with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this Prospectus and ensure that the Noteholders have readily available access to all materially relevant data as required under paragraph 7 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(g)) of the 2007 Order; (c) undertaken to the Lead Manager and the Fund that it shall at all times retain the ownership of all Subordinated Units. An overview of the retention of the material net economic interest by Natixis Factor in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Section INFORMATION RELATING TO THE FUND ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation and obligations in this respect. Natixis Factor accepts responsibility for the information set out in the paragraph above. Interest under the Notes and the Units Rate of Interest The Rate of Interest on the Class A1 Notes is the aggregate of the EURIBOR Reference Rate applicable for the relevant Interest Period plus a margin of [ ] per cent. per annum. The Rate of Interest on the Class A2-X Note shall be as agreed pursuant to the relevant Class A2-X Notes Subscription Agreement, provided that such Rate of Interest shall not exceed the EURIBOR Reference Rate applicable for the relevant Interest Period plus a margin of [ ] per cent. per annum. As interest, the Specific Unitholders shall receive, during the Replenishment Period, on each Monthly Settlement Date, and, during the Amortisation Period, on each Monthly Distribution Date the interest arisen between the two preceding Monthly Reporting Dates (or, in respect of the first Monthly Settlement Date, between the Closing Date and the first Monthly Reporting Date) out of the investment of the Fund Available Cash standing to the credit of the Interest and Fees Reserve Account by the Fund Cash Manager pursuant to the Fund Account and Cash Management Agreement. The Subordinated Unitholders shall receive the Fund Liquidation Surplus on the Fund Liquidation Date. Payment of interest Payments of interest under the Notes will be made monthly in arrear on each Monthly Distribution Date, being the 13 th of each calendar month or the following Business day if the 13 th is not a Business Day, in accordance with and subject to their respective terms and conditions, the provisions of the Fund Regulations (including, in particular but without limitation, the Priority of Payments). The first Monthly Distribution Date will be 14 January Payments of interest under the Specific Units will be made: during the Replenishment Period, on each Monthly Settlement Date; and during the Amortisation Period, on each Monthly Distribution Date. Issue on the Closing Date PAR

76 On the Closing Date, the Fund shall issue: [8,500] Class Al Notes, for an aggregate principal amount of [850,000,000]; (c) (d) (e) Class A2-1 Notes, for an aggregate principal amount equal to the difference between the Senior Funding Base applicable on the Closing Date and the aggregate principal amount of Class A1 Notes issued on the Closing Date; Specific U-1 Units for an aggregate principal amount equal to the Specific Units U-1 Base applicable on the Closing Date; Specific U-2 Units for an aggregate principal amount equal to the Specific Units U-2 Base applicable on the Closing Date; and Subordinated Units for an aggregate principal amount equal to the Subordinated Units Base applicable on the Closing Date. Further Issues and Redemption of the Notes and the Units Replenishment Period During the Replenishment Period: the Fund may issue further Series of Class A2 Notes (but no further Class A1 Notes) and the Notes may be subject to mandatory partial redemption, or a mandatory redemption in full, on the relevant Monthly Distribution Date, in accordance with and subject to the below: (i) (ii) (iii) (iv) (v) on close of business on each Monthly Distribution Date, the Principal Amount Outstanding of the Notes must be equal to the Senior Funding Base and the Principal Amount Outstanding of Class A2 Notes shall be equal to the Senior Funding Base less the Principal Amount Outstanding of the Class A1 Notes. Consequently, on each Monthly Information Date, the Management Company shall determine the Monthly Senior Decrease Amount or the Monthly Senior Increase Amount, by comparing the new Senior Funding Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Notes on such Monthly Information Date; if, on any Monthly Information Date, a Monthly Senior Increase Amount arises, the Fund shall issue, on the immediately following Monthly Distribution Date, further Series of Class A2 Notes for a principal amount equal to that Monthly Senior Increase Amount, to be subscribed by the Class A2 Subscribers, in accordance with the relevant Class A2-X Notes Subscription Agreements; if, on any Monthly Information Date, a Monthly Senior Decrease Amount occurs, a Class A2 Notes Decrease Amount shall arise and the Class A2 Notes shall be subject to a mandatory partial redemption on the immediately following Monthly Distribution Date for a principal amount equal to the Class A2 Notes Decrease Amount, provided that all amounts of principal payable to the Class A2 Noteholders on a given Monthly Distribution Date shall be paid on a prorata basis and in accordance with and subject to the applicable Priority of Payments; if, on any Monthly Information Date, the Monthly Senior Decrease Amount exceeds the Principal Amount Outstanding of Class A2 Notes, a Class A1 Notes Decrease Amount shall arise and the Class A1 Notes shall be subject to a mandatory partial redemption on the immediately following Monthly Distribution Date for a principal amount equal to the Class A1 Notes Decrease Amount, provided that all amounts of principal payable to the Class A1 Noteholders on a given Monthly Distribution Date shall be paid on a prorata basis and in accordance with and subject to the applicable Priority of Payments; if, following the occurrence of a Stop Purchase Event, Natixis Factor exercises the Senior Amortisation Option, as detailed in Senior Amortisation Option above, the Senior Funding Base shall be reduced to zero with effect from the Monthly Information Date immediately following the exercise of the Senior Amortisation Option, and, accordingly, (A) the Monthly Senior Decrease PAR

77 Amount on the Monthly Information Date immediately following the exercise of the Senior Amortisation Option shall be equal to the Principal Outstanding of all Notes, (B) the Class A2 Notes Decrease Amount on that Monthly Information Date shall be equal to the Principal Outstanding of all Class A2 Notes, (C) the Class A1 Notes Decrease Amount on that Monthly Information Date shall be equal to the Principal Outstanding of all Class A1 Notes and (D) all Notes then outstanding will be subject to a mandatory redemption in full on the Monthly Distribution Date immediately following that Monthly Information Date; (vi) (vii) if, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes are issued in accordance with and subject to the Fund Regulations, as detailed in Extension above, all Notes then outstanding will be subject to a mandatory redemption in full on that Monthly Distribution Date; and for the avoidance of doubt, no further issue of Class A2 Notes shall occur after the occurrence of an Extension or the exercise of the Senior Amortisation Option (without prejudice to the possibility to issue New Notes); the Specific Units U-1 may be subject to mandatory redemption in full and the Fund may issue new Specific Units U-1, in accordance with the below: (i) on close of business on each Monthly Settlement Date, the Principal Amount Outstanding of the Specific Units U-1 Amount shall be equal to the Specific Units U-1 Base. Consequently, on each Monthly Information Date, the Management Company shall determine the Specific Units U-1 Increase Amount or the Specific Units U-1 Decrease Amount by comparing the new Specific Units U-1 Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Specific Units U-1 on such Monthly Information Date; and (ii) if, on any Monthly Information Date, a Specific Units U-1 Increase Amount or Specific Units U-1 Decrease Amount arises, the Specific Units U-1 shall be subject to mandatory redemption in full and the Fund shall issue new Specific Units U-1, for a principal amount equal to the applicable Specific Units U-1 Base, on the immediately following Monthly Settlement Date; (c) the Specific Units U-2 may be subject to mandatory redemption in full and the Fund may issue new Specific Units U-2, in accordance with the below: (i) on close of business on each Monthly Settlement Date, the Principal Amount Outstanding of the Specific Units U-2 Amount shall be equal to the Specific Units U-2 Base. Consequently, on each Monthly Information Date, the Management Company shall determine the Specific Units U-2 Increase Amount or the Specific Units U-2 Decrease Amount by comparing the new Specific Units U-2 Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Specific Units U-2 on such Monthly Information Date; and (ii) if, on any Monthly Information Date, a Specific Units U-2 Increase Amount or Specific Units U-2 Decrease Amount arises, the Specific Units U-2 shall be subject to mandatory redemption in full and the Fund shall issue new Specific Units U-2, for a principal amount equal to the applicable Specific Units U-2 Base, on the immediately following Monthly Settlement Date. (d) the Subordinated Units may be subject to mandatory redemption in full and the Fund may issue new Subordinated Units, in accordance with the below: (i) (ii) on close of business on each Weekly Settlement Date, the Principal Amount Outstanding of the Subordinated Units Amount shall be equal to the Subordinated Units Base. Consequently, on each Weekly Information Date, the Management Company shall determine the Subordinated Units Increase Amount or the Subordinated Units Decrease Amount by comparing the new Subordinated Units Base computed on that Weekly Information Date with the Principal Amount Outstanding of the Subordinated Units on such Weekly Information Date; and if, on any Weekly Information Date, a Subordinated Units Increase Amount or Subordinated Units Decrease Amount arises, the Subordinated Units shall be subject to mandatory redemption in full and PAR

78 Amortisation Period the Fund shall issue new Subordinated Units, for a principal amount equal to the applicable Subordinated Units Base, on the immediately following Weekly Settlement Date. During the Amortisation Period, save if previously redeemed, the Notes and the Units shall be subject to partial mandatory redemption on each Monthly Distribution Date, in accordance with and subject to the below: (i) (ii) (iii) the Class A1 Noteholders and Class A2 Noteholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Note is reduced to zero and the Final Legal Maturity Date; provided that the Notes have been redeemed in full, the Specific Unitholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Specific Unit is reduced to zero and the Final Legal Maturity Date; provided that the Notes and the Specific Units have been redeemed in full, the Subordinated Unitholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Subordinated Unit is reduced to zero and the Final Legal Maturity Date. Final Legal Maturity Date Unless previously redeemed, each of the Notes and the Units will be redeemed at its Principal Amount Outstanding means the Monthly Distribution Date falling on 13 June 2016 or, if such day is not a Business Day, on the next succeeding Business Day, subject to any Extension, and subject to the relevant Priority of Payments. After the Final Legal Maturity Date, any Principal Amount Outstanding of the Notes or of the Units and any interest due thereon remaining unpaid will be automatically cancelled, so that the Noteholders and the Unitholders, after such date, will have no right to assert any claim against the Fund, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date (abandon de créance). PAR

79 DESCRIPTION OF THE ASSETS OF THE FUND General Characteristics of the Assets of the Fund The Assets of the Fund by the Management Company mainly comprise the Transferred Receivables assigned to the Fund, on each Weekly Settlement Date during the Replenishment Period, by the Seller pursuant to the Master Receivables Transfer and Servicing Agreement. The Assets of the Fund by the Management Company also include: (c) (d) any Ancillary Rights attached to the Transferred Receivables; the Fund Available Cash; any Authorised Investments and income relating to any Authorised Investments; and any other rights transferred or attributed to the Fund under the terms of the Transaction Documents. Retransfer of Receivables Pursuant to articles L and L of the French Monetary and Financial Code, the Fund will assign the Transferred Receivables in certain specific cases as provided for in the Master Receivables Transfer and Servicing Agreement (see Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ). PAR

80 DESCRIPTION OF THE TRANSFERRED RECEIVABLES The Transferred Receivables assigned to the Fund by the Seller on the Closing Date and on any Weekly Settlement Date during the Replenishment Period are receivables acquired by the Seller from its Clients pursuant to the Factoring Contracts entered into with the latter and originated by such Clients against their respective Debtors. To be eligible for transfer to the Fund, a Receivable must be a receivable (VAT included) of commercial nature meeting all the following criteria the receivable: (c) (d) has been transferred to the Seller through a Qualifying Factoring Contract; has been transferred to the Seller by an Eligible Client; is due by a Qualifying Debtor; and has certain Individual Features, where: a Qualifying Factoring Contract is a Factoring Contract duly signed by Natixis Factor and a Client whereby: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) the transfer of its commercial receivables by the Client to Natixis Factor is notified to the Debtors through inter alia the subrogation information ( mention de subrogation ) which must be inserted (in)/printed (on) each relevant invoice issued by the Client; the Debtors must pay their invoices directly to Natixis Factor either by sending directly to Natixis Factor their means of payment (checks or bills of exchange) or by wire transferring their payment directly to the Main Specially Dedicated Account; the Client must transfer to Natixis Factor, within a maximum of 30 days as from the date on which the invoices were issued, all invoices issued against each single Debtor which is not the object of a mentioned exclusion by Natixis Factor in the Specific Conditions applicable to the Client; Natixis Factor can bear the insolvency risk of some Debtors within a given limit (i.e. no recourse on the Client in case of a relevant Debtor s insolvency proceedings ( procédures collectives )) ; the Factoring Contract is made of standard General Conditions ( Conditions Générales ), supplemented by Specific Conditions ( Conditions Particulières ) applicable to such Client; the Factoring Contract is governed by French Law; when the first Receivables linked to the Factoring Contract are transferred to the Fund, such Factoring Contract (i) has been in existence and in operation with Natixis Factor since 50 days and (ii) is not terminated ( résilié ); and the Factoring Contract does not prevent Natixis Factor from transferring to a third party the Receivables remitted to it by the Client under such Factoring Contract; to be an Eligible Client, a Natixis Factor Client must: (i) (ii) (iii) be a private commercial company ( personne morale ) incorporated in Metropolitan France only (i.e. French overseas territories are excluded); have a Siren identifier number which have been checked by Natixis Factor; have a NACE identifier number (i.e. Nomenclature Activités Européennes) tracked by Natixis Factor; PAR

81 (iv) (v) (vi) not be subject to any Insolvency Proceedings and/or not be managed by Natixis Factor litigation department; have entered into a Qualifying Factoring Contract with Natixis Factor, which is legal, valid, binding and enforceable; and be accurately identified into the IT Files sent to the Management Company prior to the transfer to the Fund of Receivables remitted by such Client; (c) a Qualifying Debtor is a Debtor which: (i) (ii) (iii) (iv) (v) is (i) a limited company or is a partnership incorporated in, or with its principal place of business in, or is a partnership whose principal place of business is in Metropolitan France only or (ii) a public-owned entity located in Metropolitan France only; has a Siren identifier or VAT number recorded at Natixis Factor; is not subject to any Insolvency Proceedings and/or not be managed by Natixis Factor litigation department; is not an affiliate of the relevant Eligible Client and does not control such Eligible Client; and is accurately identified into the IT Files sent to the Management Company prior to the transfer to the Fund of receivables owed by such Debtor; and (d) the Individual Features are the following: (i) the Receivable is of commercial nature and results from a provision of services fully completed or the sale of goods which have been already delivered, in the ordinary course of the business of the relevant Client; (ii) the Receivable has been invoiced and is governed by French Law; (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) the Receivable results from an underlying commercial agreement (the Commercial Agreement ) that has not been subcontracted in whole or in part by the relevant Client; the Receivable is Euro denominated and payable in cash; the Receivable constitutes a contractual obligation, legal, valid and enforceable against the Debtor as well as against any third party; no legal or contractual provisions restrict the transferability of such Receivable to Natixis Factor and the Fund; the Seller is the sole owner of the Receivable and the Receivable has not been transferred to any third party either by way of endorsement or otherwise and it is not subject to any security or pledge granted by the relevant Eligible Client or the Seller; the Receivable has been purchased and monitored by Natixis Factor in accordance with its approved, credit, recovery and collection policies; the Receivable is payable within a maximum of 130 days from the issuance of the relevant invoice; and on the date of its transfer to the Fund, the Receivable is not past due for more than 90 days. PAR

82 STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES In M Current (not past due) 0-30 Past due Past due Past due Past due Past due >151 Past due GOAER* Transferred Receivables Sep-10 1, , Oct-10 1, , Nov- 10 1, , Dec-10 1, , Jan-11 1, , Feb-11 1, , Mar-11 1, , Apr-11 1, , May- 11 1, , Jun-11 1, , Jul-11 1, , Aug- 11 1, , Sep-11 1, , Oct-11 1, , Nov- 11 1, , Dec-11 1, , Jan-12 1, , Feb-12 1, , Mar-12 1, , Apr-12 1, , May- 12 1, , Jun-12 1, , Jul-12 1, , Aug- 12 1, , Sep-12 1, , Oct-12 1, , * Gross Outstanding Amount of Eligible Receivables PAR

83 HISTORICAL PERFORMANCE DATA Monthly Average Default Ratio* Monthly Average Deliquency Ratio** Key Ratios Monthly Average Dilution Ratio*** Monthly Average Retransfer Ratio**** Daily Sales Outstanding***** June % 2.82% 0.40% 1.09% 54.4 July % 2.65% 0.42% 1.11% 53.1 August % 2.86% 0.30% 1.09% 61.9 September % 2.84% 0.28% 1.10% 46.8 October % 2.65% 0.30% 1.35% 49.7 November % 2.41% 0.30% 1.34% 53.7 December % 2.32% 0.41% 1.30% 50.8 January % 2.31% 0.48% 1.43% 55.0 February % 1.97% 0.50% 1.45% 51.7 March % 1.63% 0.43% 1.46% 52.6 April % 1.87% 0.34% 1.09% 52.5 May % 2.23% 0.33% 1.02% 56.7 June % 2.63% 0.30% 0.99% 50.8 July % 2.55% 0.27% 0.96% 49.6 August % 2.78% 0.31% 1.03% 63.0 September % 2.88% 0.33% 1.12% 50.0 October % 2.79% 0.35% 1.11% 48.6 * Monthly Average Default Ratio means, on a Monthly Information Date, the average of the last three Monthly Default Ratio. ** Monthly Average Delinquent Ratio means, on a Monthly Information Date, the average of the last 3 Monthly Delinquent Ratio *** Monthly Average Dilution Ratio means, on a Monthly Information Date, the average of the last 3 Monthly Dilution Ratio **** Monthly Average Retransfer Ratio means, on a Monthly Information Date, the average of the last 3 Monthly Retransfer Ratio ***** Daily Sales Outstanding means, on a Monthly Information Date, the Gross Outstanding of Eligible Receivables divided by the Monthly Transferred Receivables Amount as computed on such Monthly Information Date multiplied by 30 PAR

84 DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT The Master Receivables Transfer and Servicing Agreement set out the terms and conditions pursuant to which Natixis Factor, acting as Seller, will transfer from time to time to the Fund, and the Fund will purchase from time to time from the Seller, the Receivables and Natixis Factor, acting as Servicer, will manage and collect the Transferred Receivables as agent of the Fund. 1. COMMITMENT 1.1 Scope of transfer Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, the Seller may offer to transfer to the Fund, on the Closing Date and on each Weekly Settlement Date during the Replenishment Period, all title to and rights in: (c) on the Closing Date: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients on or prior to the Initial Cut-Off Date (included) in respect of the Qualifying Combinations as of the Initial Cut-Off Date (included). In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Initial Cut- Off Date; on each Weekly Settlement Date: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients between the penultimate Weekly Reporting Date (excluded) or, in relation to the first Weekly Settlement Date, the Initial Cut-Off Date (excluded) and the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date in respect of the Qualifying Combinations as of the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date. In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Weekly Reporting Date immediately preceding that Weekly Settlement Date; and if a Stop Purchase Event has occurred, on the Weekly Settlement Date following the first Weekly Reporting Date on which that Stop Purchase Event is no longer continuing: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients between the last Weekly Reporting Date (excluded) which had preceded the date of occurrence of that Stop Purchase Event and the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date in respect of all Qualifying Combinations as of the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date. In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Weekly Reporting Date immediately preceding that Weekly Settlement Date, provided that the Seller has undertaken that, once it has transferred any Receivable arising in respect of a given Identified Qualifying Combinations to the Fund on the Closing Date or a given Weekly Settlement Date, and as long as the Fund is holding a Receivable of such Identified Qualifying Combinations, it shall transfer, on each and every following Weekly Settlement Dates, all Eligible Receivables (including all Ancillary Rights) in respect of the same Identified Qualifying Combinations, in accordance with the above. 1.2 Acceptance by the Fund Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement and, in particular, subject to the satisfaction (or waiver) of all of the documentary conditions precedent and of the conditions precedent set out below, the Fund has undertaken to accept any offer made by the Seller pursuant to paragraph 1.1 during the Replenishment Period: PAR

85 Conditions precedent on or prior to the Closing Date: (c) due execution and delivery of each of the Transaction Documents by the respective parties thereto, and all documentation to be delivered therewith; and payment of fees and expenses that may be due and payable by Natixis Factor on the Closing Date; and all Collections collected between the Initial Cut-Off Date (included) and the Closing Date (excluded) in respect of the Transferred Receivables to be transferred to the Fund on the Closing Date have been credited to and are standing to the credit of the Specially Dedicated Accounts; Conditions precedent prior to the Closing Date and on each Weekly Settlement Date: the Scheduled Replenishment Termination Date has not occurred; each of the following is verified as of the immediately preceding Monthly Reporting Date (or as of that Monthly Reporting Date, if the relevant Weekly Settlement Date is also a Monthly Reporting Date): (i) the Delinquent Trigger Ratio calculated on a Monthly Reporting Date does not exceed 4.5%; (ii) the Default Trigger Ratio calculated on a Monthly Reporting Date does not exceed 2.25%; (iii) the Dilution Trigger Ratio calculated on a Monthly Reporting Date does not exceed 1%; (iv) the Retransfer Trigger Ratio calculated on a Monthly Reporting Date does not exceed 3%; and (v) the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date does exceeds 75 calendar days; (c) (d) (e) (f) (g) (h) (i) (j) (k) no Stop Purchase Event has occurred and is continuing; no Early Amortisation Event has occurred; no Fund Liquidation Event has occurred; all representations and warranties made by the Seller and the Servicer under the Master Receivables Transfer and Servicing Agreement, respectively, are true, accurate and complete and their respective undertakings under the Master Receivables Transfer and Servicing Agreement have been duly performed; the Management Company and the Custodian shall have received a solvency certificate from the Seller on the Closing Date and, once a year, within 30 calendar days of the anniversary of the Closing Date; the Management Company has received all confirmations, representations, warranties, certificates and other reasonable information or documents from all parties to the Transaction Documents which were required under the said Transaction Documents; the Subordinated Units to be issued on the Closing Date and on each Weekly Settlement Date have been subscribed for and paid in full by Natixis Factor in accordance with the Subordinated Units Subscription Agreement; the Management Company shall have received prior written confirmation from the Custodian, as holder of the registry of the holder of the Specific Units and the Subordinated Units, that Natixis Factor holds all of the Specific Units and the Subordinated Units; in respect of the Closing Date and if the Weekly Settlement Date is also a Monthly Settlement Date: the Specific Units to be issued on such Monthly Settlement Date have been subscribed for and paid in full by Natixis Factor in accordance with the Specific Units Subscription Agreement; PAR

86 (l) in respect of the Closing Date and if the Weekly Settlement Date is also a Monthly Settlement Dates: the Class A2 Notes to be issued on such Monthly Settlement Date have been subscribed for and paid in full by the Class A2 Subscriber or Natixis Factor in accordance with the provisions of the Class A2 X Notes Subscription Agreement. 2. PROCEDURE 2.1 Transfer Offer No later than 8:00 a.m. on the Business Day following a Weekly Reporting Date (or, in respect of the Closing Date, no later than 8:00 a.m. on the Business Day following the Initial Cut-Off Date), the Seller shall offer to sell and transfer to the Fund, the Receivables to be transferred on the Weekly Settlement Date immediately following such Weekly Reporting Date, pursuant to its commitment as described above, by delivering to the Fund, with a copy to the Custodian, an usable, accurate and complete IT Files, which shall contain, inter alia, the means of designation and identification of the Receivables subject to such offer (a Transfer Offer ). Each Transfer Offer shall be irrevocable and binding on the Seller when delivered to the Fund. 2.2 Acceptance (c) (d) Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement and, in particular, subject to the satisfaction or waiver of the conditions precedent referred to above, the Fund shall, no later than a.m. on the Weekly Information Date immediately preceding the relevant Weekly Settlement Date (or, in respect of the Closing Date, no later than a.m. on the Initial Information Date), accept any Transfer Offer by sending to the Seller a transfer document (acte de cession de créances) to be executed on the following Settlement Date (the Transfer Document ). The procedure referred to in this paragraph 2.2 shall constitute an acceptance by the Fund to acquire from the Seller all of the Seller s title to, and rights in, the Receivables to be sold to the Fund on the immediately following Weekly Settlement Date, pursuant to and subject to the provisions of the Master Receivables Transfer and Servicing Agreement (an Acceptance ). Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, if the Fund decides to refuse a Transfer Offer, it shall notify such refusal in writing the Seller no later than 5.00 p.m. on the Weekly Information Date immediately preceding the relevant Weekly Settlement Date. Without prejudice to the statutory requirements of the Management Company under all applicable laws and regulations, before issuing any Acceptance, neither the Management Company nor the Custodian will make any investigation in relation to the Seller, the Receivables, the Clients, the Debtors, the Contractual Documents or the compliance of any Receivable with the Eligibility Criteria, other than in accordance with the Master Receivables Transfer and Servicing Agreement. The relevant Acceptance shall be made by the Fund on the assumption that each of the representations and warranties referred to in paragraph 20 and paragraph 21, as applicable, is true and accurate in all respects when rendered or deemed to be repeated and that each of the undertakings referred to in paragraph 20 and paragraph 21 shall be complied with at all relevant times. 2.3 Transfer The transfer of the Seller s title to, and rights in, any Eligible Receivable (including the Ancillary Rights) shall only be performed by the remittance on the Closing Date and on the relevant Weekly Settlement Date by the Seller to the Fund of a duly executed and dated Transfer Document in accordance with articles L et seq. of the French Monetary and Financial Code. Notwithstanding any other provision of the Master Receivables Transfer and Servicing Agreement, the Parties expressly acknowledge and agree that the additional specific formalities, if any, which might be required under any applicable laws and regulations for the transfer to the Fund of any Ancillary Rights to be enforceable or perfected, will not be complied with. Accordingly, the parties to the Master Receivables Transfer and Servicing Agreement have expressly acknowledged and agreed to all legal, PAR

87 economic and factual consequences which may arise from this situation, relating, inter alia, to validity, efficiency, effectiveness or enforceability of the transfer or retransfer of such Ancillary Right, if any. 2.4 Further assurance The Fund shall not have any obligation or liability in relation to the Transferred Receivables or arising from the corresponding Contractual Documents, and it may not be required to perform any of the obligations whatsoever of the Seller (or of one of its agents) under the terms of said Contractual Documents. 2.5 Cost Equalisation As a condition for the Fund to enter into the Transaction, the Seller has agreed to pay, or to procure (se porterfort) that a third party indicated in advance by the Seller to the Fund shall pay to the Fund (i) on each Monthly Settlement Date during the Replenishment Period, the Costs Equalisation Amount due on that date and (ii) on the Fund Liquidation Date, the Final Costs Equalisation Amount due on that date. In this respect, on each Monthly Settlement Date during the Replenishment Period and on the Fund Liquidation Date, Natixis has agreed to pay to the Fund a portion of the Costs Equalisation Amount (such portion being as indicated in advance of such Monthly Settlement Date to the Management Company), such payment being made whether directly by Natixis, or through the Seller, acting in the name and on behalf of Natixis, provided that the Seller shall remain liable to pay to the Fund, in its own name and behalf, any unpaid portion of such Costs Equalisation Amount.. 3. PURCHASE PRICE AND OTHER PAYMENTS 3.1 Purchase Price The Purchase Price of any Transferred Receivable transferred by the Seller to the Fund on the Closing Date and on any Weekly Settlement Date during the Replenishment Period shall be equal to the Outstanding Balance (VAT included) of such Transferred Receivable as of the Initial Cut-Off Date (in respect of the Closing Date) or the immediately preceding Weekly Information Date (in respect of any Weekly Settlement Date) and shall be due and payable by the Fund to the Seller on the Closing Date or that Weekly Settlement Date, as applicable, and be paid by the Fund to the Seller in accordance with and subject to the provisions of paragraph Determination The Purchase Price in respect of each Transferred Receivable transferred on the Closing Date and on a given Weekly Settlement Date shall be determined by the Management Company on the basis of the IT Files delivered by the Seller to the Fund. 3.3 Payments Set-off on the Closing Date, each Weekly Settlement Date and Monthly Settlement Date during the Replenishment Period On the Closing Date, the Fund shall pay to Natixis Factor the Initial Net Cash Amount corresponding to the difference between (i) the Purchase Price due and payable by the Fund to Natixis Factor in respect of the Eligible Receivable transferred to the Fund on the Closing Date and (ii) any amount due and payable by Natixis Factor to the Fund on the Closing Date with respect to the subscription of the Subordinated Units, the Specific Units U-1, Specific Units U-2 and the Class A2 Notes, as the case may be, issued on the Closing Date. On each Weekly Settlement Date (other than a Monthly Settlement Date) during the Replenishment Period, on the basis of the Weekly Computations released by the Management Company on the preceding Weekly Information Date and especially, the Senior Notes Weekly Cover Value and the new resulting Subordinated Units Base, the amounts due by the Fund to Natixis Factor (as set out in (A) below) and the amount due by Natixis Factor to the Fund (as set out in (B) below)) shall be set-off and as a result, either the Fund shall pay to Natixis Factor, a net amount equal to the Fund Excess Cash Amount (FECA), or Natixis Factor shall pay to the Fund a net amount equal to the Fund Missing Cash Amount (FMCA), where: PAR

88 (A) corresponds to the sum of : (i) (ii) (iii) the Purchase Price due and payable by the Fund to Natixis Factor on that Weekly Settlement Date in respect of the Eligible Receivables transferred to the Fund on that Weekly Settlement Date; any Repayable Amount due by the Fund to Natixis Factor on that Weekly Settlement Date; and any amount due and payable by the Fund to Natixis Factor under the Subordinated Units redeemed on that Weekly Settlement Date, as applicable; and (B) corresponds to the sum of: (i) (ii) the Collections due and payable by Natixis Factor to the Fund on that Weekly Settlement Date, save to the extent already transferred from the Specially Dedicated Accounts to the General Account further to the occurrence of an Accelerated Collection Event; any Retransfer Amount due and payable by Natixis Factor to the Fund on that Weekly Settlement Date; and (iii) any amount due and payable by Natixis Factor to the Fund on that Weekly Settlement Date with respect to the subscription of the Subordinated Units issued on that Weekly Settlement Date, as applicable. (c) On each Monthly Settlement Date during the Replenishment Period, the amounts due by the Fund to Natixis Factor (as set out in (A) below) and the amount due by Natixis Factor to the Fund (as set out in (B) below)) shall be set-off and as a result either the Fund shall pay to Natixis Factor, a net amount equal to the Net Cash Amount due by the Fund to Natixis Factor (NCAF), or Natixis Factor shall pay to the Fund a net amount equal the Net Cash Amount due by Natixis Factor to the Fund (NCAS): where: (A) corresponds to the sum of : (i) (ii) (iii) the Purchase Price due and payable by the Fund to Natixis Factor on that Monthly Settlement Date in respect of the Eligible Receivables transferred to the Fund on that Monthly Settlement Date; any Repayable Amount due by the Fund to Natixis Factor on that Monthly Settlement Date; and any amount of principal and interest due and payable to Natixis Factor under the Subordinated Units on that Monthly Settlement Date, as applicable; and (B) corresponds to the sum of: (i) (ii) (iii) the Collections due and payable by Natixis Factor to the Fund on that Monthly Settlement Date, save to the extent already transferred from the Specially Dedicated Accounts to the General Account further to the occurrence of an Accelerated Collection Event; any Retransfer Amount due and payable by Natixis Factor to the Fund on that Monthly Settlement Date; and any amount due and payable by Natixis Factor to the Fund on that Monthly Settlement Date with respect to the subscription of the Subordinated Units issued on that Monthly Settlement Date, as applicable; provided that if a NCAF is due and payable by the Fund to the Seller on that Monthly Settlement Date following application of the above mentioned set-off and can not be fully paid by the Fund on such PAR

89 Monthly Settlement Date based on the funds standing to the General Account, the unpaid portion shall constitute a debt of the Fund towards Natixis Factor, the payment date of which shall be deferred to the immediately following Monthly Distribution Date (the Deferred Payment ). (d) In parallel, on each Monthly Settlement Date during the Replenishment Period, either the Fund shall pay to Natixis Factor from the Interest and Fees Reserve Account, the Specific Net Amount due by the Fund (SNAF) or Natixis Factor shall transfer to the Interest and Fees Reserve Account the Specific Net Amount due by Natixis Factor (SNANF) Payments during the Amortisation Period During the Amortisation Period: (c) (d) on each Weekly Settlement Date, Natixis Factor shall pay to the Fund, without any set-off, the Collections due and payable by Natixis Factor, as Servicer and Seller, to the Fund on that Weekly Settlement Date, save to the extent already transferred from the Specially Dedicated Accounts to the General Account further to the occurrence of an Accelerated Collection Event; on each Weekly Settlement Date, Natixis Factor shall pay to the Fund, without any set-off, any Retransfer Amount due and payable by the Seller on that Weekly Settlement Date; on each Weekly Settlement Date, the Fund shall pay to Natixis Factor, any Repayable Amount due and payable by the Fund to the Seller on that Weekly Settlement Date, within the limit of the funds then standing to the credit of the General Account; and on any Monthly Distribution Date, any amount of interest and principal due and payable to Natixis Factor under the Class A2 Notes, the Subordinated Units and the Specific Units on that Monthly Distribution Date, as applicable, provided that any amount of principal due and payable by the Fund to Natixis Factor under the Specific Units on the Fund Liquidation Date shall be set-off against the Final Cost Equalisation Amount due and payable by Natixis Factor to the Fund on that Fund Liquidation Date. 3.4 No enquiries Each of the Seller and the Servicer acknowledges that none of the Management Company or the Custodian will make any enquiries of, or in respect of, any person who owes payment or other obligations in respect of a Transferred Receivable and/or as to the creditworthiness of any such person and/or any Transferred Receivable and/or the sums receivable under or stated to be receivable under any contract or arrangement relating to a Transferred Receivable. 3.5 Subordination of payments Notwithstanding anything to the contrary in the Master Receivables Transfer and Servicing Agreement, all payments to be made by the Fund under the Master Receivables Transfer and Servicing Agreement and the other Transaction Documents shall be made by the Fund solely from funds credited to the General Account which the Fund is entitled to apply in accordance with the relevant Priority of Payments and the Fund shall have no obligation to make any such payment except to the extent of such funds which the Fund is so entitled to apply. 3.6 Discharge Payment in full of the Purchase Price in compliance with 3.3 shall result in the full and definitive discharge of the payment obligation of the Fund in respect of the Transferred Receivables. The Seller hereby undertakes that upon payment in full of the Purchase Price in accordance with paragraph 3.3, it will not assert any claim against the Fund, and hereby releases and waives any such claim, for payment by the Fund, of any other amounts in respect of the Purchase Price. 3.7 Accounts for payment Any amount payable by the Seller to the Fund in accordance with the Master Receivables Transfer and Servicing Agreement (after giving effect to any set-off expressly provided for thereunder) shall be paid to the General PAR

90 Account. Any amount payable by the Fund to the Seller in accordance with the Master Receivables Transfer and Servicing Agreement (after giving effect to any set-off expressly provided for thereunder) shall be paid to the Seller Account. 3.8 Stamp Duty The Fund shall also be entitled (to the extent applicable and if it so elects and in or towards satisfaction of the Seller s obligations) to deduct from the Purchase Price or any part of it payable by it any future stamp duty or any similar future tax or duty on documents or the transfer of title to property arising in the context of the Master Receivables Transfer and Servicing Agreement which has not been paid by the Seller. 4. PERFECTION OF SALE AGAINST DEBTORS AND CLIENTS 4.1 Notice of Transfer The Management Company acknowledges and agrees that it shall not serve any Notice of Transfer to any Debtor or Client unless as provided in this paragraph 4.1. At any time after the occurrence of a Notification Event, without prejudice to any other rights of the Fund pursuant to the terms and conditions of the Transaction Documents, the Management Company and/or the entity appointed by the Management Company to that purpose, may serve, in accordance with any means deemed appropriate by the Management Company and/or the entity appointed by the Management Company to that purpose: (i) (ii) to all Debtors under the Transferred Receivables, a written Notice of Transfer for the purpose of instructing the Debtors to direct all future payments related to the Transferred Receivables to the General Account; and to the relevant Clients, a written Notice of Transfer for the purpose of instructing the Clients to pay all Collections related to the Transferred Receivables to the General Account. (c) The Management Company may, at all times, take all such actions and comply with all such formalities (or require the Seller or any entity appointed by the Management Company to take all such actions and comply with all such formalities), as may, in the reasonable opinion of the Management Company, be required to perfect the transfer of any Transferred Receivables and, subject to paragraph 2.3, the related Ancillary Rights to the Fund or secure the Fund's title to, and rights in, the Transferred Receivables and, more generally, to enable the Fund to exercise or enforce any of their rights under the Transaction Documents in accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement (it being specified, for the avoidance of doubt, that no Notice of Transfer shall be served to any Debtor or Client other than in accordance with, and subject to, the provisions of sub-paragraph above). 5. REMEDIES 5.1 Non-Conforming Receivables If, at any time after the Closing Date, any party becomes aware that any Transferred Receivable was not satisfying any of the Eligibility Criteria on the Closing Date or on the corresponding Weekly Settlement Date (a Non-Conforming Receivable ), that party shall inform the other parties without delay by written notice and the Seller shall pay to the Fund an amount equal to the Outstanding Balance of such Non-Conforming Receivable (the Rescission Amount ) in accordance with paragraph 5.4 and, upon and subject to such payment, the purchase of such Non-Conforming Receivable under the Master Receivables Transfer and Servicing Agreement shall be rescinded (résolu). 5.2 Dilutions If, on any date: PAR

91 a Dilution occurs in relation to a transaction under which a Transferred Receivable arises or any other transaction between the relevant Client and the Debtor, then the Seller shall be deemed to have received a Collection in respect of such Transferred Receivable in the amount of the relevant dilution on such date; Cash Collections or other cash proceeds (including without limitation bank transfers, wire transfers, cheques, bills of exchange, direct debits) in respect of a Transferred Receivable have been paid by the Debtor to the relevant Client and are due by such Client to the Seller but remain unpaid, then the Seller shall be deemed to have received such Collection on such date, in each case, a Deemed Collection, which shall be paid in accordance with paragraph Remedy to breach For the avoidance of doubt and with respect to any Transferred Receivable, compliance with the provisions of paragraph 5.1 or 5.2 shall entail a discharge and full release of the Seller in connection with any existing claim that the Fund might have against the Seller on the basis of (i) the non-compliance of a such Transferred Receivables with any of the Eligibility Criteria or (ii) a Deemed Collection arising in relation to such Transferred Receivable, as the case may be, provided that this shall not in any way affect the Fund s rights resulting from the non-compliance with any of the Eligibility Criteria and any Deemed Collection arising in relation to any other Transferred Receivable. 5.4 Payments of Rescission Amounts and Deemed Collections Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, any Deemed Collections or Rescission Amounts arising on a given date pursuant to paragraphs 5.1 or 5.2 shall constitute Collections due and payable by the Seller to the Fund in accordance with the below: during the Replenishment Period, as long as no Accelerated Collection Event has occurred and is continuing, the Seller shall pay to the Fund, by way of set-off: (i) (ii) the Rescission Amounts, which arose pursuant to paragraph 5.1 between the penultimate Weekly Reporting Date (included) and the immediately preceding Weekly Reporting Date (excluded); and the Deemed Collections reconciled with Transferred Receivables between the penultimate Weekly Reporting Date (included) and the immediately preceding Weekly Reporting Date (excluded); in accordance with and subject to the provisions set out in paragraph 3.3.1; during the Amortisation Period, as long as no Accelerated Collection Event has occurred and is continuing and no Notification Event has occurred, on each Weekly Settlement Date, the Seller shall pay to the Fund, without any set-off: (i) (ii) the Rescission Amounts, which arose pursuant to paragraph 5.1 between the penultimate Weekly Reporting Date (included) and the immediately preceding Weekly Reporting Date (excluded); and the Deemed Collections reconciled with Transferred Receivables between the penultimate Weekly Reporting Date (included) and the immediately preceding Weekly Reporting Date (excluded); (c) on any date from the occurrence of an Accelerated Collection Event and as long as it is continuing and on any date from the occurrence of a Notification Event, the Seller shall pay such Collections to the Fund without any set-off: (i) in respect of Rescission Amounts, on the day on which they arise pursuant to paragraph 5.1; and PAR

92 (ii) in respect of Deemed Collections, on the day on which they are reconciled with Transferred Receivables. 6. REPURCHASE OF TRANSFERRED RECEIVABLES 6.1 Voluntary repurchase for management purposes During the Replenishment Period and the Amortisation Period, the Seller may repurchase from the Fund the Transferred Receivables which Natixis Factor wishes to retransfer to the relevant Client in order to apply its usual management and risk procedures, which can happen, amongst others, in the following cases: (i) (ii) (iii) (iv) (v) (vi) (vii) a Debtor pays a Transferred Receivable to the relevant Client instead of paying directly Natixis Factor and the Client does not retransfer such amount into the Specially Dedicated Account within 5 calendar days; in respect of an Identified Qualifying Combination, a dispute between a Debtor and a Client arises and remains unsolved after 30 calendar days; under a non-recourse full Factoring Contract, a Transferred Receivable whose Outstanding Balance is greater than EUR 1,000 and which exceeds the amount credit insured by Natixis Factor with respect to the relevant Identified Qualifying Combination, becomes past due for more than 30 calendar days; under an in-house Factoring Contract, a Transferred Receivable becomes past due for more than the lowest between (i) the number of days defined in the Factoring Contract Specific Conditions of the relevant Client and (ii) 60 calendar days; under a recourse Factoring Contract, a Transferred Receivable becomes past due for more than 60 calendar days; all the outstanding Transferred Receivables relating to one Client may be repurchased in whole due to the termination of the relevant Factoring Agreement; and all the outstanding Transferred Receivables relating to one Identified Qualifying Combination may be repurchased following the request of the relevant Client to repurchase from the Seller all Transferred Receivables owed by the relevant Debtor in order to exercise its rights thereunder. (c) (d) For this purpose, the Seller shall send, on the calendar day on which it wishes to repurchase the relevant Transferred Receivables, to the Management Company, an electronic file identifying and individualising the Transferred Receivables (i) to (vii) it intends to repurchase (such electronic file constituting a Retransfer Request ). The Management Company shall be free to accept or reject, in whole, but not in part, any Retransfer Request delivered to it in accordance with the provisions of this paragraph, provided that the aggregate amount of Transferred Receivables retransferred during the last thirteen Weekly Reporting Periods, as calculated on each Weekly Information Date, divided by 3, shall never exceed EUR 30,000,000. If a Retransfer Request is not accepted by the Management Company, such Retransfer Request shall automatically and with no formalities lapse. 6.2 Mandatory repurchase of Receivables by Natixis Factor On any Weekly Settlement Date during the Replenishment Period and the Amortisation Period, the Seller shall repurchase from the Fund: the Transferred Receivables which have become Defaulted Receivables on or prior to the Weekly Reporting Date (included) preceding such Weekly Settlement Date; and PAR

93 the Transferred Receivables whose Debtors have become the object of an Insolvency Proceedings on or prior to the Weekly Reporting Date (included) preceding such Weekly Settlement Date. The Seller will indicate in the IT Files set out on the Weekly Reporting Date falling immediately prior to the relevant Weekly Settlement Date, the list of the Transferred Receivables and to be repurchased on such Weekly Settlement Date (such Weekly Settlement Date being a Retransfer Date ). 6.3 Retransfer In order to effect a retransfer of any Transferred Receivables pursuant to paragraph 6.1 or 6.2, the Management Company shall send to the Seller by (to be followed up with original by regular mail) an executed retransfer document (a Retransfer Document (acte de cession de créances)), provided that in respect of a retransfer under paragraph 6.1, the Seller shall be deemed to benefit from the relevant Receivables with effect from (date de jouissance) the immediately preceding day. On each Weekly Settlement Date on which Transferred Receivables are repurchased, the Seller shall provide the Management Company and the Custodian with a solvency certificate. 6.4 Retransfer Amount In consideration for the retransfer of the Transferred Receivables on any Retransfer Date, the Seller shall pay to the Fund, on that Retransfer Date, or, if that Retransfer Date is not a Weekly Settlement Date, on the immediately following Weekly Settlement Date, an amount (the Retransfer Amount ) equal to: the Outstanding Balance of the Transferred Receivables to be retransferred as appearing in the IT Files set out by the Seller on the Weekly Reporting Date immediately preceding the Retransfer Date; plus an amount equal to the total of all additional, specific, direct, reasonable and justified costs and expenses incurred by the Fund in relation to such Transferred Receivables and for which the Fund has requested payment in writing, provided that such expenses shall not include the administrative costs borne by the Fund in connection with its holding of such Transferred Receivables. 6.5 Request to repurchase Transferred Receivables in whole The Seller shall have the right to request to purchase from the Fund all the outstanding Transferred Receivables in whole, but not in part, within a single transaction during the Amortisation Period, on any Weekly Settlement Date immediately preceding a Monthly Distribution Date, in which case the provisions of paragraph 7 shall apply. 7. LIQUIDATION OF THE FUND 7.1 Fund Liquidation Events Pursuant to the Master Receivables Transfer and Servicing Agreement and the Fund Regulations, the Management Company shall be entitled to declare the early liquidation of the Fund in the circumstances described below. Except in such circumstances, the Fund would be liquidated on the date falling six months after the extinction of the last Transferred Receivable allocated to the Fund. The Management Company may declare the early liquidation of the Fund and liquidate the Fund in one single transaction upon the occurrence of any of the following events (such event being referred to, if such dissolution is declared, as a "Fund Liquidation Event"): (c) the liquidation is in the interest of the Unitholders and Noteholders; or the Notes and the Units issued by the Fund are held by a single holder and such holder requests the liquidation of the Fund; or the Notes and the Units issued by the Fund are held solely by the Seller and the Seller requests the liquidation of the Fund; or PAR

94 (d) (e) at any time, the Outstanding Balances (capital restant dû) of the Transferred Receivables not yet due (non échues) held by the Fund falls below 10% of the maximum aggregate of the Outstanding Balances (capital restant dû) of the Transferred Receivables not yet due (non échues) recorded since the Closing Date and the Seller requests the liquidation of the Fund under a clean-up offer; or the Seller requests to repurchase all outstanding Transferred Receivables in accordance with paragraph Purchase of the Transferred Receivables If any of the above events occurs: (i) (ii) in respect of (e) above, the Seller shall be obliged to repurchase all the Transferred Receivables comprised within the Assets of the Fund in a single transaction; in respect of other events, the Management Company will propose to the Seller to purchase all the Transferred Receivables comprised within the Assets of the Fund in a single transaction, provided that in such case the Seller shall always be entitled to turn down any clean-up offer made by the Management Company, and provided further that: (1) the repurchase price of the Transferred Receivables shall be based on the fair market value of receivables having similar characteristics to the Transferred Receivables comprised within the Assets of the Fund, having regard to the aggregate Outstanding Balances of those Transferred Receivables and the other amounts accrued and payable in connection with the said Receivables; and (2) in addition, such repurchase price (taking into account for this purpose the Fund Available Cash) must be sufficient to enable the Fund to pay in full all amounts outstanding in respect of the Notes after payment of all other amounts due by the Fund and ranking senior to the Notes of each class in accordance with the applicable Priority of Payments. The repurchase of the Transferred Receivables comprised within the Assets of the Fund in the circumstances described above will take place on a Weekly Settlement Date immediately preceding a Monthly Distribution Date, and at the earliest on the first Weekly Settlement Date following the date on which the relevant Fund Liquidation Event will have been declared by the Management Company. The repurchase price will be credited to the General Account by the Seller by no later than on the relevant Weekly Settlement Date. If the repurchase of the Transferred Receivables by the Seller in accordance with the conditions set out above does not occur for whatever reason, the Management Company may offer to dispose of such Transferred Receivables remaining among the Assets of the Fund to any entity qualified to acquire the Transferred Receivables on the same terms and conditions. The Management Company shall not declare a Fund Liquidation Event to have occurred under events to (e) (included) above unless and until it has found an entity having agreed to purchase the Transferred Receivables in accordance with the above. 8. APPOINTMENT OF THE SERVICER 8.1 Appointment and responsibilities Pursuant to the provisions of article L of the French Monetary and Financial Code, the Seller, acting in its capacity as Servicer, will continue to perform the management, servicing and collection of the Transferred Receivables. Accordingly, the Fund has appointed the Servicer, with effect from the Closing Date, to act solely on behalf of the Fund in connection with the management, collection and servicing of the Transferred Receivables, which shall include: performing all functions, duties and obligations under the Transaction Documents to which the Servicer is a party; PAR

95 (c) (d) (e) establishing and maintaining each of the Specially Dedicated Accounts in the name of the Servicer and the Fund with the relevant Specially Dedicated Account Bank and operating the Specially Dedicated Accounts; collecting all sums due in relation to the Transferred Receivables into the Specially Dedicated Accounts, including taking any necessary enforcement action against the Clients and the Debtors and any recovery process against the Clients and the Debtors; providing certain data administration services in relation to the Transferred Receivables; and performing those other functions as specifically provided for in the Master Receivables Transfer and Servicing Agreement, in all such cases on behalf of the Fund as provided for in the Master Receivables Transfer and Servicing Agreement and the other Transaction Documents. 8.2 Acceptance of appointment The Servicer accepts the appointment under paragraph 8.1 under the terms and conditions of the Master Receivables Transfer and Servicing Agreement. 8.3 Authority of the Servicer (c) During the term of appointment under the Master Receivables Transfer and Servicing Agreement, the Servicer shall, subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, desirable or convenient for, or incidental to the performance of its duties, but always subject to compliance with the Servicing Procedures and provide that no action shall be taken which affects the Fund s rights under the Transaction Documents. Furthermore, the Servicer shall ensure that it is devoted to the performance of its obligations under the Master Receivables Transfer and Servicing Agreement (including but not limited to, doing what is necessary to collect all amounts owed by the Clients and the Debtors in connection with the Transferred Receivables, including those amounts paid by the Debtors to the Clients) at least the same amount of time, attention, level of skill, care and diligence, as would be devoted if it were acting solely for its own entire benefit. The Servicer shall only provide to the Fund the limited duties and services set out in the Master Receivables Transfer and Servicing Agreement. The Servicer shall have no authority whatsoever in determining operation and financial policies in respect of the Transaction and the Servicer acknowledges that all powers to determine such policies (including the determination of whether or not any particular policy is for the benefit of the Transaction) are, and shall at all times remain, vested in the Fund. The Servicer shall not be conferred any powers to enter into contracts in the name of the Fund. 9. SUB-CONTRACTS Subject to the provisions herein, the Servicer may sub-contract or delegate any part of the administrative services to be provided by it under the Master Receivables Transfer and Servicing Agreement to any third party provided that: notwithstanding any provision to the contrary, including without limitation, in the contractual arrangements between the Servicer and such appointed third party, the appointment of such third party shall not in any way release or discharge the Servicer from liability under the Master Receivables Transfer and Servicing Agreement and shall not exempt the Servicer from any liabilities or obligations under the Master Receivables Transfer and Servicing Agreement; unless its appointment is terminated in accordance with, and subject to, the provisions of paragraph 18, the Servicer shall remain responsible for the servicing of the Transferred Receivables vis-à-vis the Fund and shall be liable for any costs, damages, losses, expenses or liabilities suffered or incurred by the Fund (but always excluding lost profits and reputational damages) and caused by such third party unless that PAR

96 results from the gross negligence (faute grave) or wilful misconduct (faute intentionnelle) of the Management Company or the Custodian; (c) (d) (e) (f) (g) the Fund shall have no liability to the appointed third party in relation to any cost, claim, charge, loss, liability, damage or expense suffered or incurred by such third party; such third party accepts in substance the rights and obligations of the Servicer in respect of the management and of the servicing of the Transferred Receivables; such third party irrevocably waives all rights of contractual recourse (responsabilité contractuelle), of any form, nature, and on any ground, which it may have against the Fund until the Fund Liquidation Date; the appointment of such third party shall comply with the relevant provisions of the French Monetary and Financial Code; and the appointment of any such third party shall be subject to the prior written consent of the Management Company, which consent shall not be unreasonably withheld. 10. SPECIALLY DEDICATED ACCOUNTS 10.1 Opening and maintenance of the Specially Dedicated Accounts The Servicer confirms that, as from the Signing Date: (c) each Specially Dedicated Account has been established with the Specially Dedicated Account Bank; it has entered into a Collection Bank Account Agreement as necessary under French law with the Specially Dedicated Account Bank regulating the operation of the relevant Specially Dedicated Account; and it has entered into a Specially Dedicated Accounts Agreement and such Specially Dedicated Accounts Agreement supersedes and/or supplements the relevant Collection Bank Account Agreement Changes to and closure of the Specially Dedicated Accounts The Servicer has undertaken to the Fund that it will maintain each of the Specially Dedicated Accounts in its current form with the Specially Dedicated Account Bank, and the Servicer undertakes that it will not make any changes, other than changes necessary under applicable law, to any Specially Dedicated Account, nor close or permit any Specially Dedicated Account to be closed, save as authorised under the Specially Dedicated Accounts Agreement. The Servicer has undertaken not to create or permit to arise or subsist any security interest whatsoever over or in relation to any Specially Dedicated Account Operation of the Specially Dedicated Accounts The Servicer shall operate the Specially Dedicated Accounts in accordance with the Master Receivables Transfer and Servicing Agreement, subject to the provisions of the Specially Dedicated Accounts Agreement. Furthermore, the Servicer undertakes to the Fund that it will not give any instruction to transfer funds from any of the Specially Dedicated Accounts, unless such instruction is given in accordance with its duties under, and subject to the terms of, the Master Receivables Transfer and Servicing Agreement and the Specially Dedicated Accounts Agreement Collection records The Servicer shall establish and maintain records in respect of the Specially Dedicated Accounts and such records shall allow for the separate identification of all Collections received in respect of each PAR

97 Transferred Receivable, provided that such records shall at all times include all historical entries in the Specially Dedicated Accounts since the Closing Date. The Servicer shall make available as soon as possible upon request such records to the Management Company and the Custodian. 11. COLLECTIONS OF TRANSFERRED RECEIVABLES 11.1 General duties In accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement, the Servicer shall procure that all amounts due from the Debtors or the Clients, as applicable, in respect of the Transferred Receivables are collected in an efficient and timely manner Payments into the Specially Dedicated Accounts The Servicer shall take, or cause to be taken, all actions as may be reasonably necessary or advisable to collect the Transferred Receivables, in accordance with the Servicing Procedures and the applicable laws and regulations. In particular, the Servicer shall give the appropriate instructions to the Specially Dedicated Account Bank, the Debtors and the Clients, as applicable: to ensure that all amounts paid by Debtors (other than by checks) shall be directly credited to the Main Specially Dedicated Account without transiting via any other account of the Servicer; to ensure that all amounts paid by Debtors by way of checks shall be directly credited to the Checks Specially Dedicated Account without transiting via any other account of the Servicer Use of the Specially Dedicated Accounts The Servicer shall procure that all monies which derive from Transferred Receivables will be paid only into the Specially Dedicated Accounts and that the Specially Dedicated Accounts will not be used for any purpose other than the payments contemplated in the Transaction Documents, save that, as long as no Notification of Control has been issued, any monies retained in the Specially Dedicated Accounts may be freely used by the Servicer, in accordance with and subject to the provisions of the Master Receivables Transfer and Servicing Agreement and the Specially Dedicated Accounts Agreement Payment of Collections Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, all Collections collected by the Servicer shall be due and payable by the Servicer to the Fund, in accordance with the below: (i) (ii) (iii) during the Replenishment Period, the Servicer shall pay to the Fund, the Collections collected and reconciled with Transferred Receivables between the penultimate Weekly Reporting Date (excluded) and the immediately preceding Weekly Reporting Date (included) by way of set-off, in accordance with and subject to the provisions set out in paragraph 3.3.1, save to the extent already transferred from the Specially Dedicated Accounts to the General Account further to the occurrence of an Accelerated Collection Event, pursuant to paragraph (iii) below; during the Amortisation Period, on each Weekly Settlement Date, the Servicer shall pay to the Fund, without any set-off, the Collections collected and reconciled with Transferred Receivables between the penultimate Weekly Reporting Date (excluded) and the immediately preceding Weekly Reporting Date (included), save to the extent already transferred from the Specially Dedicated Accounts to the General Account further to the occurrence of an Accelerated Collection Event, pursuant to paragraph (iii) below; and on any date from the occurrence of an Accelerated Collection Event and as long as it is continuing and on any date from the occurrence of Notification Event, the Management Company shall instruct the Specially Dedicated Account Bank to transfer, on each Business Day, to the General Account the credit balance standing to the Main Specially Dedicated Account and PAR

98 the Checks Specially Dedicated Account as of close of business on the immediately preceding Business Day, in accordance with the provisions of the Specially Dedicated Accounts Agreement. (c) If a person owing a payment obligation in respect of a Transferred Receivable makes a general payment to the Servicer on account both of a Transferred Receivable which has been transferred to the Fund and of any other moneys due for any reason whatsoever to the Servicer and makes no apportionment between them, then such payment shall be treated as though the person had allocated it first to the Transferred Receivable which has been transferred to the Fund and the proceeds of, or comprised in, such payment up to the full amount due or to become due in respect of the Transferred Receivable shall accordingly be the property of the Fund and the Servicer shall immediately and without deduction procure the transfer of that amount in accordance with paragraph 11.4 and shall in the meantime hold such moneys in its capacity as Servicer for the Fund. If: (i) (ii) (iii) the Servicer transfers or causes to transfer any amount to the General Account in accordance with paragraphs 11.4 or and such amount is later determined by the Servicer to be an amount which is not a Collection; or the Servicer has made or has caused to be made a payment to the Fund in respect of a Deemed Collection in accordance with paragraph 5.2, and an actual Cash Collection is subsequently received by the Fund in respect of such Deemed Collection; or the Servicer has made or has caused to be made a payment to the Fund in respect of a Non- Conforming Receivable in accordance with paragraph 5.1, and any Collection is subsequently received by the Fund in respect of such Non-Conforming Receivable, and the Servicer sets out the details of such amounts in an IT File delivered in a form and content satisfactory to the Management Company in accordance with paragraph 14, the Management Company agrees that, after deducting any amount due by Natixis Factor under any Transaction Document to the Fund on such date, it will transfer the remaining amount (a Repayable Amount ) to the Seller Account on the Weekly Settlement Date immediately following the Weekly Reporting Date immediately following the receipt of such IT File, without prejudice to the specific provisions of the Specially Dedicated Accounts Agreement Calculations On or before each Weekly Information Date, the Management Company shall calculate, on the basis of the IT Files provided by the Servicer on the Weekly Reporting Date preceding such Weekly Information Date all calculations necessary or required under the Transaction Documents, and, in particular, the calculations necessary to effect the payments provided for in paragraph CONTRACTUAL DOCUMENTS AND FILES 12.1 The Custodian will be responsible for the custody of the assets of the Fund. Nevertheless, in accordance with the provisions of the French Monetary and Financial Code, the Servicer (in its capacity as Seller) shall act as depository of the Transferred Receivables, in compliance with the following cumulative conditions: the Custodian shall ensure, under its own liability, the custody of the Transfer Documents evidencing the assignment of such Transferred Receivables to the Fund; and the Servicer shall ensure, under its own liability, the custody of the Contractual Documents and other agreements and instruments relating to such Transferred Receivables, shall implement to that effect custody procedures and shall procure that a regular and independent internal supervision of such procedures is carried out annually The Servicer will ensure that all Contractual Documents are kept in safe custody in the form of custody procedure reports which shall contain (i) sufficient information in order for the Custodian to be able to verify that appropriate safe custody procedures are in place to guarantee the existence and the safekeeping of the PAR

99 Transferred Receivables (including the Ancillary Rights) and that the Transferred Receivables are managed and serviced for the exclusive benefit of the Fund, and (ii) the conclusions of the internal review referred to above, together with a certificate certifying the conformity between the Transferred Receivables and the corresponding Contractual Documents After the termination of the appointment of the Servicer in accordance with, and subject to, the provisions of paragraph 18 and the appointment of a substitute servicer by the Fund, the Servicer will, in respect of the Transferred Receivables then outstanding, immediately deliver, or procure the delivery, to the substitute servicer of the Contractual Documents which shall be kept in safe custody and under its control until the termination of the mission of the substitute servicer, provided that the Servicer shall have the right to make and retain such copies of any such records as it desires It is expressly agreed that the Servicer shall perform its undertakings under this paragraph at its own cost and expense. 13. MANAGEMENT OF THE CLIENT ACCOUNTS In accordance with the Servicing Procedures, the Servicer shall procure that an account in respect of each Client is established and maintained, which shall set out the following information in respect of such Client: (c) (d) (e) the Outstanding Balance of the Transferred Receivables; all Cash Collections in respect of the Transferred Receivables received on the Specially Dedicated Accounts, as applicable; as the case may be, the amounts of Deemed Collections in respect of the Transferred Receivables; the sum of the amounts still unpaid in respect of any Transferred Receivable which is a Defaulted Receivable; and more generally, all information data and calculation data which are to be included in each IT Files, provided that: (i) (ii) (iii) each account shall record at all times all historical entries in that account as from the date on which the corresponding Eligible Receivable is identified in the accounting system of the Seller; all data must be recorded on a Transferred Receivable by Transferred Receivable basis and, where relevant, on an aggregate basis; and all data must be recorded in the relevant account by the Servicer in an efficient and timely manner. 14. REPORTING 14.1 IT Files No later than 8:00 a.m. on the Business Day following each Weekly Reporting Date, the Servicer shall provide the Management Company with a directly usable and readable electronic file containing the IT Files, on the basis of all information available as at such Weekly Reporting Date, including inter alia: the Cash Collections collected and reconciled in respect of the Transferred Receivables from the preceding Weekly Reporting Date (excluded) or for the first time, the Initial Cut-Off Date (excluded) to the current Weekly Reporting Date (included); the Deemed Collections collected and reconciled in respect of the Transferred Receivables from the preceding Weekly Reporting Date (excluded) or for the first time, the Initial Cut-Off Date (excluded) to the current Weekly Reporting Date (included); PAR

100 (c) (d) (e) (f) the Rescission Amounts which arose in respect of the Transferred Receivables from the preceding Weekly Reporting Date (excluded) or for the first time, the Initial Cut-Off Date (excluded) to the current Weekly Reporting Date (included); the Repayable Amounts which arose from the preceding Weekly Reporting Date (excluded) or for the first time, the Initial Cut-Off Date (excluded) to the current Weekly Reporting Date (included); the Eligible Receivables which have been transferred by the relevant Clients to Natixis Factor from the preceding Weekly Reporting Date (excluded) or for the first time, the Initial Cut-Off Date (excluded) to the current Weekly Reporting Date (included) and which are offered for transfer to the Fund on the immediately following Weekly Settlement Date; and the identification and collection information regarding the Clients and Debtors with respect to Transferred Receivables Additional information The Servicer shall provide, within five (5) Business Days, if at all possible, in any event within fifteen (15) Business Days, of receiving such a request from the Management Company, additional information relevant to the Transferred Receivables (including information related to enforceability or collectability of the Transferred Receivables), the Contractual Documents, the Clients, the Debtors or the Specially Dedicated Accounts as the Management Company may from time to time reasonably require for the performance of its obligations under the Master Receivables Transfer and Servicing Agreement and the other Transaction Documents. 15. ENFORCEMENT 15.1 In the event that there is a default or a failure to perform by any Client or Debtor, then the Servicer (or any third party appointed from time to time by it) will take all reasonable steps to recover all sums due to the Fund in respect of the Transferred Receivables and shall comply with the Servicing Procedures, or to the extent the Servicing Procedures are not applicable (having regard to the nature of the default or failure to perform in question) take such action as would a prudent creditor operating a business similar to that of the Seller in respect of such default or failure to perform. It being understood that: any substantial amendment of, or deviation from, the Servicing Procedures by the Servicer shall require the prior written consent of the Management Company; in taking any action in relation to any particular Client or Debtor, the Servicer shall always apply the Servicing Procedures, unless: (i) (ii) it has obtained prior written instructions from the Management Company setting forth the actions to be taken in relation to such Debtor; or it reasonably believes that in not applying the Servicing Procedures, it will enhance recovery prospects or minimise loss relating to the Transferred Receivables. In such a situation, the Servicer shall notify the Management Company in advance and with sufficient details concerning the particular Client or Debtor and the corresponding Transferred Receivable so as to allow the Management Company to object to the action proposed to be taken by it In performing its obligations under the Master Receivables Transfer and Servicing Agreement, the Servicer shall comply with all requirements of applicable laws, regulations and directives, administrative requirements, licence, authorisation, or injunctions made by any applicable government, supra-national body, state, municipality, district, canton, authority, court or tribunal that are relevant to the Servicer in performing its obligations under the Master Receivables Transfer and Servicing Agreement. In addition, the Servicer shall have obtained from the Management Company, and the Management Company undertakes to provide it with any appropriate power of attorney, if necessary, in order to perform its obligations under the Master Receivables Transfer and Servicing Agreement. PAR

101 16. RECORDS AND INFORMATION 16.1 Maintenance of records The Servicer will maintain, implement and keep the Contractual Documents and accounting, management and administrative information systems, procedures and records in a form which is adequate (i) to generate accurate, complete and reliable information regarding the Transferred Receivables and the Ancillary Rights and in a manner such that the Transferred Receivables can be designated and identified (désignées et individualisées) upon their assignment to the Seller pursuant to the relevant Factoring Contract, (ii) to enforce the Transferred Receivables without any delay, (iii) to identify in an efficient and timely manner the aggregate of all Cash Collections and Deemed Collections in relation to the Transferred Receivables, and (iv) to identify the Contractual Documents from the records and other documents which relate to other Receivables or agreements maintained by or on behalf of the Servicer or any other person. These records and systems shall include an ability to recreate records in the event of their destruction. The Servicer shall keep books of account and records in relation to the operation of the transactions contemplated in the Transaction Documents Access to records Until the latest of the following dates: the date on which no Transferred Receivable shall be outstanding; or the date on which all other amounts owed by the Seller or the Servicer to the Fund are paid or caused to be paid in full, the Seller and the Servicer will, at least once a year, or upon the occurrence of Early Amortisation Event and as long as it is continuing, up to three (3) times per year, during regular business hours as reasonably requested by the Management Company or the Custodian, permit the Management Company, the Custodian or their agents or representatives: (i) (ii) (iii) to conduct periodic reviews of the Transferred Receivables, the Contractual Documents, the Ancillary Rights and the related books and records and collection systems of the Servicer; to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under their control relating to the Transferred Receivables and the Ancillary Rights, including, without limitation, the Contractual Documents, and to visit its offices and properties for the purpose of examining such materials described in subparagraphs (i) and (ii) above, and to discuss matters relating to the Transferred Receivables and the Ancillary Rights or the performance hereunder with any of their officers or employees having knowledge of such matters. (c) The enforcement of the provisions of this paragraph shall not give rise to additional costs to be borne by Natixis Factor, save as provided for in paragraph Reviews The Management Company and the Custodian shall be entitled to appoint auditors to prepare and deliver to the Management Company and the Custodian a written report with respect to the Transferred Receivables and the Servicing Procedures (including, in each case, the systems, procedures and records relating thereto) in a manner and form reasonably requested by the Management Company and the Custodian, at least once a year. The expense of such reviews shall be borne: (i) by the Seller, up to EUR 20,000 (excl. VAT) per year; and PAR

102 (ii) by the Management Company, for any other amount, provided however, that after the occurrence of an Early Amortisation Event or a material change in the Servicing Procedures or in the Servicer s reporting systems relating to the Transferred Receivables or used in the preparation of any IT Files, or data in any IT Files is incorrect or the Servicer has difficulty providing the data to the Management Company or following an audit report indicating an audit deficiency, the expense of any additional audit, examination, report and visit as the Management Company or the Custodian may deem necessary under the circumstances shall be borne by the Seller. 17. FEES 17.1 In consideration for the services performed by the Servicer under the Master Receivables Transfer and Servicing Agreement which relate to the management, servicing and collection of the Transferred Receivables, the Fund shall pay to the Servicer an annual servicing fee of: 80,000 (VAT excluded), to be paid in equal portions on each Monthly Distribution Date (the Servicing Fee ) always subject to the relevant Priority of Payments Without prejudice to the right to receive the Servicing Fee, the Servicer shall not be entitled to any additional compensation for the performance of its obligations under the Master Receivables Transfer and Servicing Agreement. 18. TERMINATION OF APPOINTMENT 18.1 Termination by the Fund At any time after the occurrence of a Notification Event: (i) (ii) (iii) within 30 (thirty) Business Days and at any time thereafter, the Management Company shall be entitled to terminate the appointment of the Servicer by notifying such termination in writing by the way of a registered letter with acknowledgement of receipt to the Servicer provided that this termination shall be automatically (de plein droit) effective as from the date of such notification, provided that it has appointed substitute servicer in accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement, with the assistance of the Custodian; the Management Company shall be entitled to substitute any other entity to the Servicer, in accordance with, and subject to, the provisions of paragraph 18.2; and the Management Company and/or the entity appointed by the Management Company to that purpose, may serve, in accordance with any means deemed appropriate by the Management Company and/or the entity appointed by the Management Company, Notices of Transfer in accordance with the provisions of paragraph 4.1. (c) With effect from the termination of the appointment of the Servicer pursuant to paragraph 18.1 all authority and power of the Servicer under the Master Receivables Transfer and Servicing Agreement shall be terminated and of no further effect, and the Servicer shall no longer hold itself in any way as the lawful agent of the Management Company. Notwithstanding the termination of the appointment of the Servicer: (i) (ii) the representations and warranties of the Servicer shall survive until the Fund Liquidation Date but only in-so far they are made or deemed to be made before the termination of the appointment; and the undertakings of the Servicer shall survive for so long as there continues to exist any obligation of the Servicer under the Master Receivables Transfer and Servicing Agreement; in particular, but without limitation, any undertaking of the Servicer to indemnify the Fund in accordance with, and subject to, the provisions the Master Receivables Transfer and Servicing Agreement shall survive for so long as there continues to exist any obligation of the Servicer under the Master Receivables Transfer and Servicing Agreement. PAR

103 18.2 Substitution At any time after the occurrence of a Notification Event, the Management Company shall be entitled (but not obliged), with the assistance of the Custodian, to substitute another entity in relation to the Servicer s rights and obligations under the Master Receivables Transfer and Servicing Agreement in accordance with, and subject to, the provisions of article L of the French Monetary and Financial Code. In connection with such substitution: the substitute servicer shall have agreed with the Management Company to perform the duties and obligations of the Servicer pursuant to and in accordance with terms satisfactory to the Management Company; and the Management Company (or the substitute servicer) shall inform the Clients and the Debtors of the Transferred Receivables of the transfer of the servicing of the Transferred Receivables to the substitute servicer Redelivery of records If there is any Outstanding Balance of Transferred Receivables at such time, upon termination of the appointment of the Servicer (to the extent that it holds records for the account of the Servicer) the Servicer shall: to the fullest extent permitted by applicable law, immediately deliver and make available to the Custodian (or any person appointed by them) originals of the Contractual Documents, records (including, without limitation, computer records and books of records, relating in particular to the Specially Dedicated Accounts), accounts, papers, registers, computer tapes and discs (or duplicates thereof), statements, correspondence and documents in its possession or under its control relating to the relevant Transferred Receivables and any funds or other assets (including the Collections) then held by the Servicer (to the extent it holds records for the account of the Servicer) on behalf of the Management Company or the Custodian; and immediately take such action related to the redelivery of records as the Management Company or the Custodian (or any person appointed by them) may reasonably require Fees upon termination Upon termination of appointment of the Servicer, the Servicer shall be entitled to receive the part of the Servicing Fee referred to in paragraph 17 accrued up to the date on which the relevant Notification Event occurred but shall not be entitled to any other or further compensation. Such Servicing Fee shall be paid by the Management Company on the date payable under the Master Receivables Transfer and Servicing Agreement if no termination had occurred, subject always to the provisions of the Master Receivables Transfer and Servicing Agreement and the other Transaction Documents. 19. RIGHT OF RECOURSE 19.1 Obligations several The obligations of each Party under the Master Receivables Transfer and Servicing Agreement are several (conjointes et non solidaires). Failure by any party to perform its obligations under the Master Receivables Transfer and Servicing Agreement does not affect the obligations of any other party under the Master Receivables Transfer and Servicing Agreement. The rights of each party under or in connection with the Master Receivables Transfer and Servicing Agreement are separate and independent rights from the rights of any other party to the Master Receivables Transfer and Servicing Agreement Obligations in respect of the Transferred Receivables Notwithstanding any provisions of the Master Receivables Transfer and Servicing Agreement or any other Transaction Document: (i) without prejudice to paragraph 5, the Seller shall not be liable as to the solvency of the Debtors; and PAR

104 (ii) the Fund shall have no obligation or liability in relation to the Transferred Receivables or arising from the Contractual Documents and may not be required to perform any of the obligations whatsoever of the Seller under the terms of said Contractual Documents. Pursuant to article L I of the French Monetary and Financial Code, the Management Company shall represent the Fund as against third parties, in particular in any legal action or proceedings. Therefore, the Unitholders shall not take, directly or indirectly, any action as against any Debtor on the basis of the representations and warranties made by the Seller in respect of the Transferred Receivables. 20. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SELLER The acceptance by the Management Company of any Transfer Offer shall be given by the Management Company on the assumption that each of the representations and warranties referred to in this paragraph is true, accurate and complete in all respects when rendered or deemed to be repeated and each of the undertakings given by the Seller shall be complied with at all relevant times Representations and warranties of the Seller On the Signing Date, the Seller represents and warrants to the Fund the matters set out below. Each representation and each warranty listed below shall be (i) expressly repeated on the Initial Cut-Off Date and each Weekly Reporting Date by the remittance of the relevant Transfer Offer and (ii) deemed to be repeated on the Closing Date and on each Weekly Settlement Date. (c) (d) (e) (f) (g) Status: it is a company duly incorporated and validly existing under the laws of France, in which the Parent Company owns the Absolute Majority; Capacity: it has the capacity to carry on its activities, to enter into the Transaction Documents to which it is a party and to perform its obligations thereunder; Activities: it carries on its activities in accordance with all applicable laws and regulations and any document which contains or establishes its constitution; Powers and authorisations: all corporate actions, approvals, consents, notice to or filing with any person have been taken, fulfilled and done in order to ensure the execution, delivery and performance by it of the Transaction Documents to which it is a party; Legal validity: subject to any insolvency laws and laws affecting the rights of creditors generally, its obligations arising under the Transaction Documents to which it is a party constitute, or when executed by it will constitute, legal, valid and binding obligations enforceable against it in accordance with their respective terms; Pari passu ranking: its payment obligations under the terms of the Transaction Documents to which it is a party are and will be direct and general obligations which rank pari passu with all its other unsecured obligations and liabilities, present or future, actual or contingent, save for unsecured obligations and liabilities accorded preferably over its other unsecured obligations and liabilities pursuant to any provision of the laws of its incorporation; Non-violation: the execution and delivery of the Transaction Documents to which it is a party, and the performance of its obligations thereunder and of any of the transactions contemplated in any of them do not and will not contravene, breach or constitute a default under or conflict or be inconsistent with or cause to be exceeded any limitation on it or the powers of its directors imposed by or contained in: (1) any law, statute, decree, rule, regulation or license to which it or any of its assets or revenues is subject or of any order, judgment, injunction, decree, resolution, determination or award of any court or any judicial, administrative, or governmental authority or organisation which applies to it or any of its assets or revenues; or PAR

105 (2) any provision of any agreement, indenture, mortgage, deed of trust, bond issue or any material document, instrument or obligation to which it is a party or by which any of its assets or revenues is bound or affected; or (3) any document which contains or establishes its constitution; (h) Consents: it has obtained and maintained in full force and effect all authorisations, approvals, consents, agreements, licenses, exemptions and registrations and has made all filings, notarisations, payments of any duty or tax and obtained all documents needed for the purposes of: (1) the execution and the delivery of the Transaction Documents to which it is a party, and the performance of its obligations thereunder and of any of the transactions contemplated in any of them; (2) carrying on its activities (to the extent that such authorisations, approvals, consents, agreements, licenses, exemptions, registrations, filings or documents are necessary for it to observe or to perform its obligations under the Transaction Documents to which it is a party); and (3) ensuring the effective sale of Eligible Receivables to the Fund, subject to and in accordance with the other provisions of the Master Receivables Transfer and Servicing Agreement; (i) (j) No default: no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any applicable law, statute, decree, rule, regulation, order, judgment, injunction, decree, resolution, determination or award or any agreement, document or instrument by which it or any of its assets is bound or affected, being a contravention or default which affects or impedes, or would affect or impede, its ability to perform its obligations under the terms of the Transaction Documents to which it is a party or affects, impedes or prohibits, or would affect, impede or prohibit, the ability to assign or to collect the Transferred Receivables; Tax liabilities: (1) all necessary returns have been delivered by it or on its behalf to the relevant taxation authorities and it is not in default as regards the payment of any Taxes, in any respect which would affect or impede its ability to perform its obligations under the terms of the Transaction Documents to which it is a party or would affect, impede or prohibit, the ability to assign or to collect the Transferred Receivables; and (2) no material claim is being asserted with respect to Taxes which is not disclosed in its most recent financial statements; (k) (l) (m) (n) Accounts: its audited annual financial statements (as provided for by all applicable laws and regulations) covering the last financial year closed or its latest audited annual financial statements (as provided for by all applicable laws and regulations) have been prepared in accordance with the applicable accounting principles, and they give a true, complete and fair view of its results, its activities and its financial situation on the date corresponding to the closing of the last financial year; Insolvency: no Insolvency Event has occurred in respect of itself; No Stop Purchase Event or Early Amortisation Event: no Stop Purchase Event or Early Amortisation Event has occurred; No litigation: there is no litigation, arbitration or proceedings or administrative request, claim or action before any jurisdiction, court, administration, public body or governmental authority (unless contested in good faith by the Seller) which are currently in progress or pending or, to its knowledge, imminent against it or against any of its assets, income or revenues that, if the outcome was unfavourable, would affect or impede its ability to perform its obligations under the terms of the Transaction Documents to which it is a party or would affect, impede or prohibit, the ability to assign or to collect the Transferred Receivables; PAR

106 (o) Information: (1) none of the written information and reports furnished by it in connection with the negotiation and entry into of the transactions envisaged by the Transaction Documents (including, without limitation, the information set out in any IT Files), when taken together, is inaccurate in any respect in a way which would affect the validity of the rights being acquired in relation to the Transferred Receivables or affect the collectability of the Transferred Receivables, or contains any misstatement of fact or, to the knowledge of the Seller, omits to state a fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading in a way which would affect the validity of the rights being acquired in relation to the Transferred Receivables or affect the collectability of the Transferred Receivables; and (2) it is not aware of any fact, information or circumstance the omission of which from such information or reports, when taken together, would affect the validity of the rights being acquired in relation to the Transferred Receivables or affect the collectability of the Transferred Receivables; (p) (q) (r) (s) (t) Transaction Documents: it knows the terms and conditions of the Transaction Documents, even though it is not a party to these agreements and understands the consequences of these agreements; Economic and financial interests: the transactions contemplated in the Transaction Documents to which it is a party are in its economic and financial interests, and completing those transactions will not affect its financial condition as at the end of its last financial year; No planned retransfer: on the date of the execution of the Factoring Contract, the Seller and the Client have not planned the transfer back to the Client of the entire pool of receivables acquired by the Seller from such Client; No Recourse: the Seller has undertaken irrevocably to waive all rights of contractual recourse, of any form, nature and on any ground whatsoever, which it may have against the Fund; and Prospectus: it has full knowledge and accepts responsibility for the information contained in Sections DESCRIPTION OF THE TRANSFERRED RECEIVABLES, STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES, HISTORICAL PERFORMANCE DATA, and DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES of this Prospectus (the "Natixis Factor Information"). To the knowledge of the Seller (having taken all reasonable care to ensure that such is the case), the Natixis Factor Information is in accordance with the facts and does not omit anything likely to affect the import of the Natixis Factor Information Representations and warranties relating to the Transferred Receivables The Seller represents and warrants to the Fund the matters set out below. Each representation and each warranty listed below shall be (i) expressly repeated on the Initial Cut-Off Date and each Weekly Reporting Date by the remittance of the relevant Transfer Offer and (ii) deemed to be repeated on the Closing Date and on each Weekly Settlement Date. (c) Compliance with the Eligibility Criteria: such Transferred Receivable complies in all respects with the Eligibility Criteria as of the date on which there are transferred to the Fund; Ownership of Transferred Receivable: the Seller was, immediately prior to the completion of the sale of such Transferred Receivable in accordance with the Master Receivables Transfer and Servicing Agreement, the sole and absolute owner of such Transferred Receivable and was entitled to sell and sold it to the Fund free from any encumbrance or adverse claim; Transfer and good title: (i) on completion of the sale of such Transferred Receivable in accordance with the Master Receivables Transfer and Servicing Agreement, the Fund will obtain title thereto and will have title in and to such Transferred Receivable; and (ii) there are no legal, regulatory or PAR

107 contractual restrictions or binding personal obligations which prevent the sale of title to such Transferred Receivable to the Fund; (d) Terms and conditions: (1) to the best of its knowledge, such Transferred Receivable has been originated in accordance with the Servicing Procedures and the Commercial Agreement, which constitute the entire agreement of the relevant Client and the relevant Debtor in relation to such Transferred Receivable; and (2) such Transferred Receivable has been assigned to it pursuant to the relevant Factoring Contract; (e) Status of contracts: (1) to the best of its knowledge, all products, and the related services, to be supplied under the Commercial Agreement under which such Transferred Receivable arises on or prior to the relevant Weekly Reporting Date have been delivered, dispatched or supplied to the Debtor and all the requirements of the Commercial Agreement have been complied with in full by or on behalf of the Client and all other terms and conditions upon which the payment of such Transferred Receivable may be dependent have been or will be fulfilled by or on behalf of the Client; and (2) all the requirements of the Factoring Contract pursuant to which such Transferred Receivable has been assigned to the Fund have been complied with in full by or on behalf of the Seller and all other terms and conditions upon which the payment of such Transferred Receivable may be dependent have been or will be fulfilled by or on behalf of the Seller; (f) Valid and binding: (1) to the best knowledge of the Seller, the Commercial Agreement under which such Transferred Receivable has arisen and such Transferred Receivable (including all Ancillary Rights) (x) are duly authorised by the Client and each other party thereto; (y) are legal, valid and binding obligations of the Debtor and each other relevant party thereto in accordance with its terms and (z) are enforceable against the Client and third parties in accordance with its terms; and (2) the Factoring Contract pursuant to which such Transferred Receivable has been or will be assigned to the Seller and such Transferred Receivable (including all Ancillary Rights) (x) where applicable, are duly authorised by the Seller and, to the best knowledge of the Seller, each other party thereto; (y) are legal, valid and binding obligations of the Client and, to the best knowledge of the Seller, each other relevant party thereto in accordance with its terms and (z) are enforceable against the Client and third parties in accordance with its terms; (g) No variation or amendment: (1) to the best knowledge of the Seller, there has been no variation, amendment, modification, waiver or extension of time of any kind in respect of the original terms of the Commercial Agreement under which such Transferred Receivable has arisen which may affect the terms of such Transferred Receivable (including the Ancillary Rights), or its enforceability or collectability; and (2) there has been no variation, amendment, modification, waiver or extension of time of any kind in respect of the original terms of the Factoring Contract under which such Transferred Receivable has been assigned to the Seller which may affect the terms of such Transferred Receivable (including the Ancillary Rights), or its enforceability or collectability; (h) Non violation: (1) to the best of its knowledge, neither such Transferred Receivable nor the Commercial Agreement under which such Transferred Receivable has arisen contravene in any material respect any relevant applicable laws, rules or regulations and no party to such Commercial Agreement has contravened any such law, rule, regulation or of any agreement, judgment, injunction, order, PAR

108 decree or other instrument binding upon any of them, in each case which may affect the enforceability or collectability of the Transferred Receivable (including the Ancillary Rights); and (2) neither such Transferred Receivable nor the Factoring Contract under which such Transferred Receivable has been assigned to the Seller contravene in any material respect any relevant applicable laws, rules or regulations and the Seller has not and, so far as the Seller is aware, no party to such Factoring Contract has contravened any such law, rule, regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon any of them, in each case which may affect the enforceability or collectability of the Transferred Receivable (including the Ancillary Rights); (i) (j) (k) Servicing Procedures: the Seller has complied with the Servicing Procedures in entering into the Factoring Contract pursuant to which such Transferred Receivable has been assigned to it and in relation to the administration of each such Transferred Receivable to the date on which it is purchased hereunder (which criteria have been consistently applied in the management of the business of the Seller); Data protection: the disclosure of information relating to the Debtor of such Transferred Receivable as contemplated by, and for the purposes envisaged by, the Master Receivables Transfer and Servicing Agreement on and after the Closing Date is not contrary to data protection laws in France and the Seller has taken all necessary steps to comply with applicable data protection legislation; No termination or defence: (1) to the best knowledge of the Seller, the Commercial Agreement under which such Transferred Receivable has arisen has not been terminated or frustrated and no event has occurred which would make such Commercial Agreement subject to force majeure or any right of rescission; and there is no fact or circumstance which would entitle the relevant Debtor or the relevant Client not to make payment of the amounts under such Transferred Receivable when due; and (2) the Factoring Contract under which such Transferred Receivable has been or will be assigned to the Seller has not been terminated or frustrated and no event has occurred which would make such Factoring Contract subject to force majeure or any right of rescission; and there is no fact or circumstance which would entitle any Debtor or the relevant Client not to make payment of the amounts under such Transferred Receivable when due; (l) Set off: there is not, and the Seller is not aware of, any circumstances which would give rise to: (1) any right of set off, netting, counterclaim, defence, or deduction by the Client or the Debtor in respect of such Transferred Receivable; (2) any credit note, discount, allowance or reverse invoice which has been made or granted to any Client or Debtor in relation to the same or any other transaction which remains outstanding; (m) (n) (o) Fraud or dispute: the Factoring Contract pursuant to which such Transferred Receivable has been or will be assigned to the Seller has not (i) to the Seller s best knowledge, been entered into fraudulently by the Client in respect thereof or (ii) been passed to the claims or litigation department or referred to external lawyers other than in respect of the issue by the Seller of letters demanding payment which are issued in the ordinary course of its business; Misrepresentation: the Factoring Contract pursuant to which such Transferred Receivable has been or will be assigned to the Seller has not been entered into as a consequence of any conduct constituting fraud, misrepresentation, duress or undue influence by the Seller, its directors, officers, employees or agents or by any other person acting on behalf of the Seller; Segregation: with effect from the time when such Transferred Receivable is purchased by the Fund, the records of the Seller will clearly identify, or will contain the means of identification and individualisation of, such Transferred Receivable in accordance with paragraph 16.1; PAR

109 (p) (q) The Seller s records: the Seller has (or caused to be) maintained records relating to such Transferred Receivable which are accurate and complete in all material respects and which are adequate so as to enable such Transferred Receivable to be enforced against the Client and the Debtor and such records are held by or to the order of the Seller; and No Taxes: such Transferred Receivable is not subject to any withholding taxes and is assignable free and clear of any VAT, sales taxes, withholding taxes, acquisition taxes, transfer taxes or any other Taxes, charges, levies, duties or imposts Undertakings of the Seller On the Signing Date, the Seller undertakes to the Fund the matters set out below. Each undertaking listed below shall be (i) complied with at all times from the Signing Date until the liabilities of the Seller under the Master Receivables Transfer and Servicing Agreement and any of the Transaction Documents to which it is a party have been fully discharged, (ii) expressly confirmed as fully complied with on the Initial Cut-off Date and on each Weekly Reporting Date by the remittance of a Transfer Offer and (iii) deemed to be confirmed as fully complied with on the Closing Date and on each Weekly Settlement Date. Breach: to promptly inform the Management Company and the Custodian in writing upon the occurrence of any Accelerated Collection Event or Early Amortisation Event; Consents: to obtain and maintain all authorisations, approvals, consents, agreements, licenses, exemptions and registrations and to make all filings, notarisations, payments of any duty or tax and obtain all documents, needed at any time for the purposes of: (1) the execution and delivery of the Transaction Documents, and the performance of its obligations thereunder and of any of the transactions contemplated in the Transaction Documents; (2) carrying on its activities (to the extent that such authorisations, approvals, consents, agreements, licences, exemptions, registrations, filings or documents are necessary for it to observe or to perform its obligations under the Transaction Documents); and (3) ensuring the effective sale of Eligible Receivables to the Fund, subject to and in accordance with the other provisions of the Master Receivables Transfer and Servicing Agreement; (c) Information: (1) to deliver, within five (5) Business Days after having received a prior notice to that effect from the Management Company or the Custodian, information relating to the Seller as the Management Company or the Custodian may from time to time reasonably require for the performance of its obligations under the Transaction Documents; (2) to procure that all written information and reports furnished by it in connection with the negotiation and entry into of the transactions envisaged by the Transaction Documents (including, without limitation, the information set out in any IT Files), when taken together, is accurate, complete in all material respects and contains all relevant statements of fact; (d) (e) Provision of financial statements: provide the Management Company and the Custodian with certified copies of (i) its annual financial statements (as provided for by all applicable laws and regulations), audited and certified without material qualifications by its auditors, and (ii) its semi-annual financial statements, as soon as they become available and, in any event, no later than 90 calendar days after the end of the financial year, or the six-month period, as applicable, to which they relate, prepared in accordance with the applicable accounting principles, and giving a true, complete and fair view of the results, activities and financial situation of the Seller at the end of the relevant period; Performance of obligations: to perform and comply with, in all respects, on the due date and in full, all stipulations, commitments and other obligations to which it may be subject by the Factoring Contracts relating to the Transferred Receivables; PAR

110 (f) (g) (h) (i) (j) (k) Full compliance: to fully comply in all respects, in good faith and in a timely manner, with the terms of the Transaction Documents to which it is a party; Delivery of documents: at its own cost and expense, to deliver, upon occurrence of a Notification Event, originals of the Contractual Documents to the Management Company, the Custodian or any person nominated by it as soon as practically possible upon written request of the Management Company or the Custodian, in order to enable the Management Company to enforce the rights of the Fund in respect of the Transferred Receivables; No creation of rights: not to create and not to allow for the creation or continuation of any right whatsoever (including any right resulting from a seizure or enforcement) encumbering all or part of the Transferred Receivables, except if and where expressly permitted by the Transaction Documents; No assignment: not to sell, assign, transfer, subrogate in any way, dispose of or encumber any of the Transferred Receivables or the Factoring Contracts or to attempt to carry out any such action in any way whatsoever, except if and where expressly permitted pursuant to the Transaction Documents; No action: not to take any initiative or action in respect of the Transferred Receivables or the Factoring Contracts, which would affect, impede or prohibit the ability to assign or to collect the Transferred Receivables in whole or in part, or which could harm, in any way, the rights of the Fund in the Transferred Receivables, except if and where expressly permitted pursuant to the Transaction Documents; No waiver: not to waive any right under the Factoring Contracts and the Transferred Receivables unless: (1) in the normal course of the business, provided that such waiver may not affect, impede or prohibit the ability to assign or to collect the Transferred Receivables in whole or in part and may not harm, in any way, the rights of the Fund in the Transferred Receivables; or (2) in compliance with the Servicing Procedures; or (3) with the prior written consent of the Management Company which shall not be unreasonably withheld; (l) Detailed information: to hold detailed information relating to any Cash Collection and any Deemed Collections until the later between (i) the date on which no Transferred Receivable shall be outstanding and (ii) the date on which all other amounts owed by the Seller or the Servicer to the Fund are paid or caused to be paid in full and to: (1) allocate any Cash Collection and any Deemed Collections to the account of any Debtor and/or Client, as applicable, within five (5) Business Days following the receipt of the said amounts; (2) allocate and segregate any Cash Collection and any Deemed Collections from the amounts pertaining to other receivables owned by the Seller and from the amounts pertaining to the other Transferred Receivables, at the latest five (5) Business Days following the receipt of the said amounts; (3) provide such information to the Management Company within two (2) Business Days upon written request of the Management Company; (m) (n) Designation and identification: to designate and identify (désigner et individualiser), without any ambiguity on and after its assignment and until it is fully repaid, in its accounting and data systems (including in the account of the relevant Client) each Transferred Receivable (including each Eligible Receivable and each Non Conforming Receivable), all Cash Collections and all Deemed Collections related to such Transferred Receivables; General duties: PAR

111 (1) to give assistance, whenever reasonably practicable, as required and within five (5) Business Days after the receipt of a written request from the Management Company or the Custodian, in providing or delivering any item, form or document and in carrying out any formalities or any acts that might reasonably be requested at any time by the Management Company or the Custodian, in order to enable the Management Company and the Custodian to perform their obligations under the Transaction Documents and to enable the Management Company to exercise, protect, keep in effect or establish proof of the rights of the Fund to the Transferred Receivables; (2) if need be, to apply or exercise rights held against any person in order to enable the Management Company to exercise the rights of the Fund arising out of the Transferred Receivables (including the Ancillary Rights), to the extent and in compliance with any applicable laws, regulations and normal business practice, promptly after the receipt of a written request from the Management Company; and (3) subject to paragraph 10, to hold any Collection received by it in connection with any Transferred Receivable after the relevant Weekly Settlement Date exclusively on behalf and for the account of the Fund; (o) (p) Other undertaking: to perform at its own cost and expense any reasonable action, for the account of the Fund, in relation to a negotiable instrument, a bill of exchange, a bank cheque, a promissory note or a similar instrument delivered by a Debtor in respect of any Transferred Receivable. Upon the notification of the sale of the Transferred Receivables to the Debtors in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement, the Seller shall endorse all such negotiable instruments, bills of exchange, bank checks, promissory notes or similar instruments to the Fund or, if such endorsement is technically impossible, deliver to the Management Company any and all such instruments in respect of the Transferred Receivables and generally take all measures deemed necessary by the Management Company to preserve the rights of the Fund under the Transaction Documents; Indemnification Non-performance: (1) to indemnify the Fund or ensure that the Fund is indemnified for any costs, damages, losses, expenses or liabilities (including, but not limited to, legal and out of pocket expenses) suffered by the Fund as a result of any non-performance by the Seller of any of its obligations or breach or non compliance of any of its representations or warranties made under the Transaction Documents (but always excluding lost profits and reputational damages); and (2) to pay or cause to be paid to the Fund, at the written request of the Management Company and the Custodian, without delay, set off, deduction or withholding of any nature, the entire amount of such costs, damages, losses, expenses or liabilities, provided however, that the Seller shall not be liable for any costs, damages, losses, expenses or liabilities that result from the gross negligence (faute grave) or wilful misconduct (faute intentionnelle) of the Management Company or the Custodian; (q) Indemnification Claims of third parties: (1) to indemnify the Fund or ensure that the Fund is indemnified, for any direct or indirect costs, damages, losses, expenses or liabilities (including, but not limited to, legal and out of pocket expenses) suffered by the Fund as a result of any action, third party notice, counter claim or claim of any nature whatsoever, filed by a Debtor, a Client or a third party on the basis of or in connection with the Contractual Documents (including, but not limited to, on the basis of any confidentiality clause included in any Contractual Document) (but always excluding lost profits and reputational damages); and (2) to pay or cause to be paid to the Fund, at the written request of the Management Company, without any set off, deduction or withholding, the entire amount of such costs, damages, losses, expenses and liabilities, PAR

112 provided however, that the Seller shall not be liable for any costs, damages, losses, expenses or liabilities that result from the gross negligence (faute grave) or wilful misconduct (faute intentionnelle) of the Management Company or the Custodian; (r) Set off: (1) not to engage any action which may give rise to a right of any Debtor, any Client or any third party to set off, counter claim, refund, retention or any similar right which could give rise to any deduction whatsoever or could result in any other reason for not paying any amount due under the Transferred Receivables, without the Management Company s prior written consent; and (2) to pay or cause to be paid to the Fund, at the written request of the Management Company, without any set off, deduction or withholding, the entire amount of any costs, damages, losses, expenses or liabilities or damage suffered by the Fund as a result of any action contemplated in the sub-paragraph (1) above; (s) (t) (u) Deposits to Specially Dedicated Accounts: to give or ensure that all appropriate instructions are to ensure that the Collections be deposited to a Specially Dedicated Account, in accordance with paragraph 11.2 and to ensure that, by the time where the first Receivables linked to a new Qualifying Factoring Contract are transferred to the Fund, any Collections deriving from any such Qualifying Factoring Contracts will be deposited to the credit of a Specially Dedicated Account; Underwriting and selection procedures: to maintain the same standard of quality in its underwriting procedures and not to select the Eligible Receivables to be transferred to the Fund under the Master Receivables Transfer and Servicing Agreement in a manner that would adversely affect the quality of the portfolio of the Transferred Receivables of the Fund; and Undertaking to subscribe: to comply with its undertaking to subscribe: (1) any and all Specific Units issued on the Closing and on any Monthly Settlement Date, pursuant to the Specific Units Subscription Agreement; and (2) any and all the Subordinated Units issued on the Closing and on any Weekly Settlement Date, pursuant to the Subordinated Units Subscription Agreement; (v) Undertaking to transfer: once it has transferred any Receivable arising in respect of a given Identified Qualifying Combinations to the Fund on the Closing Date or a given Weekly Settlement Date and as long as the Fund is holding a Receivable of such Identified Qualifying Combinations, it shall transfer, on each and every following Weekly Settlement Dates, all Receivables (including all Ancillary Rights) in respect of the same Identified Qualifying Combinations, in accordance with the Master Receivables Transfer and Servicing Agreement. 21. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE SERVICER The acceptance of the Fund to appoint Natixis Factor as Servicer shall be given on the assumption that each of the representations and warranties referred to in this paragraph is true, accurate and complete in all respects when rendered or deemed to be repeated and each of the undertakings given by the Seller shall be complied with at all relevant times Representations and warranties of the Servicer On the Signing Date, the Servicer represents and warrants to the Fund the matters set out below. Each representation and each warranty listed below shall be (i) expressly repeated on the Initial Cut-Off Date and each Weekly Reporting Date by the remittance of the relevant Transfer Offer and (ii) deemed to be repeated on the Closing Date and on each Weekly Settlement Date. Status: it is a company duly incorporated and validly existing under the laws of France, in which the Parent Company owns the Absolute Majority; PAR

113 (c) (d) (e) (f) (g) Capacity: it has the capacity to carry on its activities, to enter into the Transaction Documents to which it is a party and to perform its obligations thereunder; Activities: it carries on its activities in accordance with all applicable laws and regulations and any document which contains or establishes its constitution; Powers and authorisations: all corporate actions, approvals, consents, notice to or filing with any person have been taken, fulfilled and done in order to ensure the execution, delivery and performance by it of the Transaction Documents to which it is a party; Legal validity: subject to any insolvency laws and laws affecting the rights of creditors generally, its obligations arising under the Transaction Documents to which it is a party constitute, or when executed by it will constitute, legal, valid and binding obligations enforceable against it in accordance with their respective terms; Pari passu ranking: its payment obligations under the terms of the Transaction Documents to which it is a party are and will be direct and general obligations which rank pari passu with all its other unsecured obligations and liabilities, present or future, actual or contingent, save for unsecured obligations and liabilities accorded preferably over its other unsecured obligations and liabilities pursuant to any provision of the laws of its incorporation; Non-violation: the execution and delivery of the Transaction Documents to which it is a party, and the performance of its obligations thereunder and of any of the transactions contemplated in any of them do not and will not contravene, breach or constitute a default under or conflict or be inconsistent with or cause to be exceeded any limitation on it or the powers of its directors imposed by or contained in: (1) any law, statute, decree, rule, regulation or licence to which it or any of its assets or revenues is subject or of any order, judgement, injunction, decree, resolution, determination or award of any court or any judicial, administrative, or governmental authority or organisation which applies to it or any of its assets or revenues; or (2) any provision of any agreement, indenture, mortgage, deed of trust, bond issue or any material document, instrument or obligation to which it is a party or by which any of its assets or revenues is bound or affected; or (3) any document which contains or establishes its constitution; (h) Consents: it has obtained and maintained in full force and effect all authorisations, approvals, consents, agreements, licences, exemptions and registrations and has made all filings, notarisations, payments of any duty or tax and obtained all documents needed for the purposes of: (1) the execution and the delivery of the Transaction Documents to which it is a party, and the performance of its obligations thereunder and of any of the transactions contemplated in any of them; and (2) carrying on its activities (to the extent that such authorisations, approvals, consents, agreements, licences, exemptions, registrations, filings or documents are necessary for it to observe or to perform its obligations under the Transaction Documents); (i) (j) No default: no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any applicable law, statute, decree, rule, regulation, order, judgment, injunction, decree, resolution, determination or award or any agreement, document or instrument by which it or any of its assets is bound or affected, being a contravention or default which affects or impedes, or would affect or impede, its ability to perform its obligations under the terms of the Transaction Documents to which it is a party or affects, impedes or prohibits, or would affect, impede or prohibit, the ability to assign or to collect the Transferred Receivables; Tax liabilities: PAR

114 (1) all necessary returns have been delivered by it or on its behalf to the relevant taxation authorities and it is not in default as regards the payment of any Taxes, in any respect which would affect or impede its ability to perform its obligations under the terms of the Transaction Documents to which it is a party or would affect, impede or prohibit, the ability to assign or to collect the Transferred Receivables; and (2) no material claim is being asserted with respect to Taxes which is not disclosed in its most recent financial statements; (k) (l) (m) (n) (o) Accounts: its audited annual financial statements (as provided for by all applicable laws and regulations) covering the last financial year closed or its latest audited annual financial statements (as provided for by all applicable laws and regulations) have been prepared in accordance with the applicable accounting principles, and they give a true, complete and fair view of its results, its activities and its financial situation on the date corresponding to the closing of the last financial year; Insolvency: no Insolvency Event has occurred in respect of itself; No Stop Purchase Event or Early Amortisation Event: no Stop Purchase Event or Early Amortisation Event has occurred; No litigation: there is no litigation, arbitration or proceedings or administrative request, claim or action before any jurisdiction, court, administration, public body or governmental authority (unless contested in good faith by the Servicer) which are currently in progress or pending or, to its knowledge, imminent against it or against any of its assets, income or revenues that, if the outcome was unfavourable, would affect or impede its ability to perform its obligations under the terms of the Transaction Documents to which it is a party or would affect, impede or prohibit, the ability to assign or to collect the Transferred Receivables; Information: (1) none of the written information and reports furnished by it in connection with the negotiation and entry into of the transactions envisaged by the Transaction Documents (including, without limitation, the information set out in any IT Files), when taken together, is inaccurate in any respect in a way which would affect the validity of the rights being acquired in relation to the Transferred Receivables or affect the collectability of the Transferred Receivables, or contains any misstatement of fact or, to the knowledge of the Servicer, omits to state a fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading in a way which would affect the validity of the rights being acquired in relation to the Transferred Receivables or affect the collectability of the Transferred Receivables; and (2) it is not aware of any fact, information or circumstance the omission of which from such information or reports, when taken together, would affect the validity of the rights being acquired in relation to the Transferred Receivables or affect the collectability of the Transferred Receivables; (p) (q) (r) (s) Licenses: it has all necessary licences for carrying on the enforcement and collection of the Transferred Receivables and the performance of its obligations under the Transaction Documents; Servicing Procedures: it has complied with the Servicing Procedures (in force at such time) in relation to the management and servicing of the Transferred Receivable to the date on which it is transferred hereunder; Transaction Documents: it knows the terms and conditions of the Transaction Documents, even though it is not a party to these agreements and understands the consequences of these agreements; Economic and financial interests: the transactions contemplated in the Transaction Documents to which it is a party are in its economic and financial interests, and completing those transactions will not affect its financial condition as at the end of its last financial year; PAR

115 (t) (u) No Recourse: the Servicer has undertaken irrevocably to waive all rights of contractual recourse, of any form, nature and on any ground whatsoever, which it may have against the Fund; and Prospectus: it has full knowledge and accepts responsibility for the Natixis Factor Information. To the knowledge of the Servicer (having taken all reasonable care to ensure that such is the case), the Natixis Factor Information is in accordance with the facts and does not omit anything likely to affect the import of the Natixis Factor Information Undertakings of the Servicer On the Signing Date, the Servicer undertakes to the Fund the matters set out below. Each undertaking listed below shall be (i) complied with at all times from the Signing Date until the liabilities of the Servicer under the Master Receivables Transfer and Servicing Agreement and any of the Transaction Documents to which it is a party have been fully discharged, (ii) expressly confirmed as fully complied with on the Initial Cut-off Date and on each Weekly Reporting Date by the remittance of a Transfer Offer and (iii) deemed to be confirmed as fully complied with on the Closing Date and on each Weekly Settlement Date. Breach: to promptly inform the Management Company and the Custodian in writing upon the occurrence of any Accelerated Collection Event or Early Amortisation Event; Consents: to obtain and maintain all authorisations, approvals, consents, agreements, licences, exemptions and registrations and to make all filings, notarisations, payments of any duty or tax and obtain all documents, needed at any time for the purposes of: (1) the execution and delivery of the Transaction Documents, and the performance of its obligations thereunder and of any of the transactions contemplated in the Transaction Documents; and (2) carrying on its activities (to the extent that such authorisations, approvals, consents, agreements, licences, exemptions, registrations, filings or documents are necessary for it to observe or to perform its obligations under the Transaction Documents to which it is a party); and (c) (d) (e) (f) (g) Maintain procedures: to establish, maintain and implement all necessary accounting, management and administrative systems and procedures (including but not limited to the Servicing Procedures), electronic or otherwise, to establish and maintain accurate, complete, reliable and up to date information regarding the Transferred Receivables including, but not limited to, all information contained in the accounts of the Clients, the IT Files and the records relating to the relevant Specially Dedicated Accounts; Information: to procure that all written information and reports furnished by it in connection with the negotiation and entry into of the transactions envisaged by the Transaction Documents (including, without limitation, the information set out in any IT Files), when taken together, is accurate, complete in all material respects and contains all relevant statements of fact; Provision of financial statements: provide the Management Company and the Custodian with certified copies of (i) its annual financial statements (as provided for by all applicable laws and regulations) audited and certified without material qualifications by its auditors, and (ii) its semi-annual financial statements, as soon as they become available and, in any event, no later than 90 calendar days after the end of the financial year, or the six-month period, as applicable, to which they relate, prepared in accordance with the applicable accounting principles, and giving a true, complete and fair view of the results, activities and financial situation of the Servicer at the end of the relevant period; Performance of obligations: to perform and comply with, in all respects, on the due date and in full, all stipulations, commitments and other obligations to which it may be subject by the Contractual Documents relating to the Transferred Receivables; Full compliance: to fully comply in all respects, in good faith and in a timely manner, with the terms of the Transaction Documents to which it is a party; PAR

116 (h) (i) (j) No creation of rights: not to create and not to allow for the creation or continuation of any right whatsoever (including any right resulting from a seizure or enforcement) encumbering all or part of the Transferred Receivables, except if and where expressly permitted by the Transaction Documents; No action: not to take any initiative or action in respect of the Transferred Receivables, the Contractual Documents, which would affect, impede or prohibit the ability to assign or to collect the Transferred Receivables in whole or in part, or which could harm, in any way, the rights of the Fund in the Transferred Receivables, except if and where expressly permitted pursuant to the Transaction Documents; No waiver: not to waive any right under the Contractual Documents and the Transferred Receivables, unless: (1) in the normal course of the business, provided that such waiver may not affect, impede or prohibit the ability to assign or to collect the Transferred Receivables in whole or in part and may not harm, in any way, the rights of the Fund in the Transferred Receivables; or (2) in compliance with the Servicing Procedures; or (3) with the prior written consent of the Management Company which shall not be unreasonably withheld; (k) Detailed information: to hold detailed information relating to any Collection and any Dilutions until the later between (i) the date on which no Transferred Receivable shall be outstanding and (ii) the date on which all other amounts owed by the Seller or the Servicer to the Fund are paid or caused to be paid in full and to: (1) allocate any Collection and any Dilution to the account of any Debtor and/or Client, as applicable, within five (5) Business Days following the receipt of the said amounts; (2) allocate and segregate any Collection and any Dilution from the amounts pertaining to other Receivables owned by the Seller and from the amounts pertaining to the other Transferred Receivables, at the latest five (5) Business Days following the receipt of the said amounts; (3) allocate and segregate any Cash Collection and any Deemed Collection in respect of any Non Conforming Receivable from the amounts pertaining to any Ineligible Receivable and vice versa, at the latest five (5) Business Days following the receipt of the said amounts; and (4) provide such information to the Management Company within two (2) Business Days upon written request of the Management Company; (l) (m) (n) (o) Resources: to ensure that it has adequate personnel and other resources (including information technology facilities, software and software licenses) and it will allocate office space, facilities, equipment and staff sufficient to enable it to fulfil its obligations under the Transaction Documents to which it is a party; Filings: to make all filings, give all notices and make all registrations and other notifications required by, and will comply with any legal requirements in the performance of its obligations under, the Master Receivables Transfer and Servicing Agreement and the other Transaction Documents to which it is a party; Offices, records and books of accounts: not to relocate or permit the relocation of any office where records relating to the Transferred Receivables are kept without 30 calendar days prior written notice to the Management Company and the Custodian, provided that if the records are to be moved outside France then all action by the Servicer which the Management Company and the Custodian reasonably considers necessary or appropriate to maintain the rights of the Fund in the Transferred Receivables shall have been duly taken; Co-operation: to fully co-operate with the Management Company and the Custodian and provide them with such information and assistance as the Management Company of the Custodian may reasonably PAR

117 require in order to keep all registers and prepare interim statements, final accounts and all returns required by law or by relevant regulatory authorities and to fully co-operate with the Management Company and the Custodian and provide them with such information in relation to the Transferred Receivables and the operation of the transactions contemplated in the Transaction Documents as the Management Company or the Custodian may reasonably require in order to discharge its functions and legal obligations; (p) No amendment of the Servicing Procedures: other than in relation to those policies and procedures which are required by law or by any governmental body or regulatory authority: (1) not to make any significant change or amendment to the Servicing Procedures without the consent of the Management Company and the Custodian; and (2) not to adopt any additional and/or alternative policies and procedures in place of the Servicing Procedures, provided that in any case such additional and/or alternative policies and procedures will not in any way adversely affect the assignability, enforceability or collectability of any Receivable, unless it informs the Management Company and the Custodian in writing of any of the same, prior to their adoption; (q) (r) Holding of title: to the extent that the Servicer holds or there is held to its order or it receives or there is received to its order, any property, interest, right, title or benefit in respect of the Transferred Receivables and/or the proceeds of any of them (including, without limitation, all moneys received, whenever paid, in respect of, or referable to, such Transferred Receivables and the relating Ancillary Rights), to apply or account for the same only in accordance with the provisions in the Master Receivables Transfer and Servicing Agreement and the other Transaction Documents to which it is a party and, until so applied or accounted for, to hold such moneys and such other property, interest, right, title or benefit for the benefit of the Fund; General duties: (1) to give assistance, where reasonably practicable, as required and within five (5) Business Days after the receipt of a written request from the Management Company or the Custodian, in providing or delivering any item, form or document and in carrying out any formalities or any acts that might reasonably be requested at any time by the Management Company or the Custodian, in order to enable the Management Company and the Custodian to perform their obligations under the Transaction Documents and to enable the Management Company to exercise, protect, keep in effect or establish proof of the rights of the Fund to the Transferred Receivables; (2) if need be, to apply or exercise rights held against any person in order to enable the Management Company to exercise the rights of the Fund arising out of the Transferred Receivables (including the Ancillary Rights, to the extent and in compliance with any applicable laws and regulations, promptly after the receipt of a written request from the Management Company; and (3) subject to paragraph 10, to hold any Collection received by it in connection with any Transferred Receivable after the relevant Weekly Settlement Date exclusively on behalf and for the account of the Fund; (s) (t) Other undertaking: to perform at its own cost and expense any reasonable action, for the account of the Fund, in relation to a negotiable instrument, a bill of exchange, a bank check, a promissory note or a similar instrument delivered by a Debtor or a Client in respect of any Transferred Receivable. Upon the notification of the sale of the Transferred Receivables to the Debtors in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement, the Servicer shall endorse all such negotiable instruments, bills of exchange, bank check, promissory notes or similar instruments to the Fund or, if such endorsement is technically impossible, deliver to the Management Company any and all such instruments in respect of the Transferred Receivables and generally take all measures deemed necessary by the Management Company to preserve the rights of the Fund under the Transaction Documents; Indemnification Non-performance: PAR

118 (1) to indemnify the Fund or ensure that the Fund is indemnified for any costs, damages, losses, expenses or liabilities (including, but not limited to, legal and out of pocket expenses) suffered by the Fund as a result of any non-performance by the Servicer of any of its obligations or breach or non compliance of any of its representations or warranties made under the Transaction Documents (but always excluding lost profits and reputational damages); and (2) to pay or cause to be paid to the Fund, at the written request of the Management Company and the Custodian, without delay, set off, deduction or withholding of any nature, the entire amount of such costs, damages, losses, expenses or liabilities, provided however, that the Servicer shall not be liable for any costs, damages, losses, expenses or liabilities that result from the gross negligence (faute grave) or wilful misconduct (faute intentionnelle) of the Management Company or the Custodian; (u) Indemnification Claims of third parties: (1) to indemnify the Fund or ensure that the Fund is indemnified, for any costs, damages, losses, expenses or liabilities (including, but not limited to, legal and out of pocket expenses) suffered by the Fund as a result of any action, third party notice, counter claim or claim of any nature whatsoever, filed by a Debtor, a Client or a third party on the basis of or in connection with the Contractual Documents (including, but not limited to, on the basis of any confidentiality clause included in any Contractual Document or data protection issues) (but always excluding lost profits and reputational damages); and (2) to pay or cause to be paid to the Fund, at the written request of the Management Company, without any set off, deduction or withholding, the entire amount of such costs, damages, losses, expenses and liabilities, provided however, that the Servicer shall not be liable for any costs, damages, losses, expenses or liabilities that result from the gross negligence (faute grave) or wilful misconduct (faute intentionnelle) of the Management Company or the Custodian; (v) Set off: (1) not to engage any action which may give rise to a right of any Debtor, any Client or any third party to set off, counter claim, refund, retention or any similar right which could give rise to any deduction whatsoever or could result in any other reason for not paying any amount due under the Transferred Receivables, without the Management Company s prior written consent; and (2) to pay or cause to be paid to the Fund, at the written request of the Management Company, without any set off, deduction or withholding, the entire amount of any costs, damages, losses, expenses or liabilities or damage suffered by the Fund as a result of any action contemplated in the sub-paragraph (1) above; (w) (x) (y) Deposits to Specially Dedicated Accounts: to give or ensure that all appropriate instructions are to ensure that the Collections be deposited to a Specially Dedicated Account, in accordance with paragraph 11.2 and to ensure that, by the time where the first Receivables linked to a new Qualifying Factoring Contract are transferred to the Fund, any Collections deriving from any such Qualifying Factoring Contracts will be deposited to the credit of a Specially Dedicated Account; Change in payment instructions to Debtors: not to make any change in the instructions given pursuant to paragraph 11.2 regarding payments to be made in respect of the Transferred Receivables and/or payments to be made to any Specially Dedicated Account, save to notify details of any new specially dedicated account opened in compliance with paragraph 10.2; Notifications: to notify the Management Company and the Custodian upon being notified of or becoming aware of the occurrence of any Accelerated Collection Event or Early Amortisation Event; and PAR

119 (z) Additional reserve: if, at any time, Natixis ceases to be an Eligible Bank, to constitute, within 30 (thirty) Business Days, and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) a cash reserve in favour of the Fund, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means. 22. MISCELLANEOUS The Master Receivables Transfer and Servicing Agreement shall constitute an Transaction Document under the Transaction. 23. ENTRY INTO FORCE, TERMINATION, AMENDMENTS AND WAIVERS 23.1 Entry into force The Master Receivables Transfer and Servicing Agreement shall become effective on the Signing Date Termination Save where there is an express provision to the contrary, the parties expressly agree that the provisions of the Master Receivables Transfer and Servicing Agreement shall terminate on the Business Day following the Fund Liquidation Date or, where appropriate, on the termination date of the liquidation operations of the Fund, as notified in writing by the Management Company to the other parties Amendments and waivers The parties expressly agree that the provisions of the Master Receivables Transfer and Servicing Agreement may be amended or waived in accordance with, and subject to, the provisions of the Master Definitions and Framework Agreement. 24. GOVERNING LAW AND JURISDICTION The Master Receivables Transfer and Servicing Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cour d Appel of Paris. PAR

120 DESCRIPTION OF THE SPECIALLY DEDICATED ACCOUNTS AGREEMENT General In accordance with articles L and D of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Accounts Agreement, the Servicer has specially dedicated (compte spécialement affecté) to the benefit of the Fund two bank accounts held with the Specially Dedicated Account Bank. Credits Operation as long as no Notification of Control has been issued Pursuant to the Master Receivables Transfer and Servicing Agreement, the Servicer shall in an efficient and timely manner, collect, transfer and credit directly or indirectly to the Specially Dedicated Accounts, all Collections received in respect of the Transferred Receivables, provided that the Servicer has undertaken vis-àvis the Fund: that all amounts paid by Debtors (other than by checks) shall be directly credited to the Main Specially Dedicated Account without transiting via any other account of the Servicer; that all amounts paid by Debtors by way of checks shall be directly credited to the Checks Specially Dedicated Account without transiting via any other account of the Servicer. Debits All the debit instructions relating to the operation of any of the Specially Dedicated Accounts can be given by the Servicer for so long as the Specially Dedicated Account Bank has not received a Notification of Control. Immediately upon receipt of a Notification of Control from the Management Company: (c) the Servicer shall cease to be entitled to give any instructions to the Specially Dedicated Account Bank, the Management Company (or any person designated by it) only having such right; any instruction relating to the debit of the Specially Dedicated Accounts given by the Servicer shall be deemed null and void; the Specially Dedicated Account Bank has undertaken to refuse to conform with such instruction given by the Servicer including as the case may be, any instruction given by the Servicer prior to the receipt of the Notification of Control but not yet implemented except where such instruction consists in a transfer order to the General Account; pursuant to the provisions of article D of the French Monetary and Financial Code, the Specially Dedicated Account Bank shall comply with the sole instructions given by the Management Company (or of any persons designated by it) in respect of the operations of each of the Specially Dedicated Accounts (including debit instructions); and the Management Company shall instruct the Specially Dedicated Account Bank to transfer, on each Business Day, to the General Account, the credit balance standing to the Main Specially Dedicated Account and the Checks Specially Dedicated Account as of close of business on the immediately preceding Business Day, in accordance with the provisions of this Agreement..As from the receipt of a Notification of Release, the Specially Dedicated Account Bank shall conform to the instructions of the Servicer (or of any other person designated by the Servicer), without taking into account the previous Notification of Control. Changes and Closure Neither the Specially Dedicated Account Bank nor the Servicer shall be entitled to close any Specially Dedicated Account, save in the following circumstances: PAR

121 (c) on the termination date of the liquidation operations of the Fund as notified in writing by the Management Company to the Servicer and the Specially Dedicated Account Bank; when all the obligations of the Seller and the Servicer against the Fund have been fulfilled, in which case the Management Company will notify the Servicer of this fulfilment and the termination of the Specially Dedicated Accounts Agreement; if the Servicer requests the closing of such Specially Dedicated Account, provided that such closing shall only be effective after the following conditions have been fulfilled: (1) the Servicer has notified the Management Company and the Specially Dedicated Account Bank of its intention to close such Specially Dedicated Account by no later than 30 calendar days prior to the date contemplated for the closing of such Specially Dedicated Account; (2) (I) if such closure relates to the Main Specially Dedicated Account, either (i) the Servicer has given the appropriate instructions to the Debtors and the Clients, as applicable, to ensure that all Collections be credited to the Checks Specially Dedicated Account (and any reference in the Transaction Documents to the Main Specially Dedicated Account shall then be a reference to the Checks Specially Dedicated Account) or (ii) a new main specially dedicated account has been opened by the Servicer with the relevant Specially Dedicated Account Bank or any other Eligible Bank (in which case the Checks Specially Dedicated Account shall also be transferred to that Eligible Bank in accordance with (II) below) and an agreement substantially in the form of the Specially Dedicated Accounts Agreement relating to the opening and the operation of that new main specially dedicated account has been entered into with the Specially Dedicated Account Bank or such other Eligible Bank (which has in particular agreed to waive any right of contractual recourse whatsoever it may have against the Fund,) as applicable, and the Servicer shall give the appropriate instructions to the Debtors and the Clients, as applicable, to ensure that all Collections be credited to that new main specially dedicated account; or (II) if such closure relates to the Checks Specially Dedicated Account, either (i) the Servicer shall undertake that all amounts paid by Debtors by way of checks shall be directly credited to the Main Specially Dedicated Account without transiting via any other account of the Servicer (and any reference in the Transaction Documents to the Checks Specially Dedicated Account shall then be a reference to the Main Specially Dedicated Account Dedicated Account) or (ii) a new checks specially dedicated account has been opened by the Servicer with the Specially Dedicated Account Bank or any other Eligible Bank (in which case the Main Specially Dedicated Account shall also be transferred to that Eligible Bank in accordance with (I) above) and an agreement substantially in the form of the relevant Specially Dedicated Accounts Agreement relating to the opening and the operation of that new checks specially dedicated account has been entered into with the Specially Dedicated Account Bank or such other Eligible Bank (which has in particular agreed to waive any right of contractual recourse whatsoever it may have against the Fund), as applicable and the Servicer shall undertake that all amounts paid by Debtors by way of checks shall be directly credited to that new checks specially dedicated account without transiting via any other account of the Servicer; and (3) the credit balance of such Specially Dedicated Account has been credited to the new account or to another Specially Dedicated Account used in substitution in accordance with the above, as applicable, and no sum remains to the credit of such Specially Dedicated Account or is likely to be credited to such Specially Dedicated Account by the Servicer, the Clients or the Debtors in relation to Transferred Receivables; (d) if the Specially Dedicated Account Bank ceases to be an Eligible Bank, an Accelerated Collection Event shall occur and: (i) the Servicer shall, within 30 (thirty) Business Days, either : PAR

122 (A) (B) (i) open a new specially dedicated account with a new specially dedicated account bank that is an Eligible Bank, (ii) enter into an agreement substantially in the form of the relevant Specially Dedicated Accounts Agreement relating to the opening and the operation of that new specially dedicated account, (iii) give the appropriate instructions to the Debtors and the Clients, as applicable, to ensure that all Collections be credited to that new specially dedicated account, (iv) undertake that all amounts paid by Debtors by way of checks shall be directly credited to that new Specially Dedicated Account without transiting via any other account of the Servicer (and any reference to the Main Specially Dedicated Account and the Checks Specially Dedicated Account reference in the Transaction Documents shall then be a reference to that new specially dedicated account) and (v) constitute and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) in favour of the Fund a cash reserve, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means; or procure that the Specially Dedicated Account Bank becomes an Eligible Bank again (including, for instance, by procuring that an entity with the Account Bank Required Ratings provide an irrevocable and unconditional guarantee for the obligations of the Specially Dedicated Account Bank); (ii) as long as neither (i)(a) nor (i)(b) has been satisfied: (1) no further transfer of Eligible Receivables by the Seller to the Fund shall occur; and (2) the Servicer shall no longer be entitled to debit the Specially Dedicated Accounts and any debit instructions in this respect shall be given by the Management Company; (iii) (iv) the Management Company shall issue a Notification of Control and instruct the Specially Dedicated Account Bank to transfer, on each Business Day, to the General Account, the credit balance standing to the Main Specially Dedicated Account and the Checks Specially Dedicated Account as of close of business on the immediately preceding Business Day, in accordance with the provisions of each Specially Dedicated Accounts Agreement; if: (1) on any date, within that 30 (thirty) Business Days period, (A) or (B) is satisfied, the Accelerated Collection Event shall cease and the Seller shall be entitled to start again transferring Eligible Receivables to the Fund from the Weekly Settlement Date (included) following the first Weekly Reporting Date on which that Accelerated Collection Event has not been continuing; (2) on any date, (i)(a) is satisfied, the Management Company shall notify the Rating Agencies of the same and may authorise the closure of the Specially Dedicated Account(s) which are no longer in use, provided that the credit balance of such Specially Dedicated Accounts has been credited to the new specially dedicated account, as applicable, and no sum remains to the credit of such Specially Dedicated Account or is likely to be credited to such Specially Dedicated Account by the Servicer, the Clients or the Debtors in relation to Transferred Receivables; and (3) on any date, (i)(b) is satisfied, the Management Company shall notify the Rating Agencies of the same and shall issue a Notification of Release and notify the Specially Dedicated Account Bank that the credit balance of each Specially Dedicated Account can cease to be transferred to the General Account on each Business Day and authorise the Servicer to debit the Specially Dedicated Accounts again, in accordance with the provisions of the Specially Dedicated Accounts Agreement; and (v) at the close of that 30 (thirty) Business Days period, none of (i)(a) or (i)(b) has been satisfied, an Early Amortisation Event shall occur irrevocably; or PAR

123 (e) if the Specially Dedicated Account Bank requests the closing of the Specially Dedicated Accounts for duly justified reason(s) (motif(s) sérieux et légitime(s)), provided that such closing shall only be effective after the following conditions have been fulfilled: (i) (ii) (iii) (iv) (v) (vi) the Specially Dedicated Account Bank has notified the Servicer, the Management Company and the Custodian of its intention to close the Specially Dedicated Accounts by no later than one (1) month prior to the date contemplated for the closing of the Specially Dedicated Accounts; a new specially dedicated account has been opened in the name of the Servicer in the books of a newly appointed specially dedicated account bank substituting the Specially Dedicated Account Bank; the newly appointed specially dedicated account bank shall be an Eligible Bank; an agreement substantially in the form of the Specially Dedicated Accounts Agreement has been entered into with the newly appointed specially dedicated account bank under which the new specially dedicated account has been specially dedicated to the Fund and the newly appointed specially dedicated account bank has in particular agreed to waive any right of contractual recourse whatsoever it may have against the Fund; the balance of the Specially Dedicated Accounts has been credited to the new account specially dedicated for the exclusive benefit of the Fund and no sum remains to the credit of the Specially Dedicated Accounts or is likely to be credited to the Specially Dedicated Accounts by the Servicer; and the Servicer has ensured that all subsequent Collections will be paid by the Debtors (or the Clients, as the case may be) on the new specially dedicated account. Issue of a Notification of Control The Management Company shall issue a Notification of Control if (i) the Specially Dedicated Account Bank ceases to be an Eligible Bank, as set out above or (ii) a Notification Event occurs. Issue of a Notification of Release Further to the occurrence of an Accelerated Collection Event, the Management Company shall issue a Notification of Release if the Specially Dedicated Account Bank becomes an Eligible Bank again within 30 (thirty) Business Days from the occurrence of that Accelerated Collection Event, provided that if a Notification Event has occurred, no Notification of Release shall be issued by the Management Company until all the Servicer s obligations vis-à-vis the Fund have been complied with in full, in which case the Management Company will notify the Servicer and the Specially Dedicated Account Bank of this fulfilment and the termination of the dedication of the Specially Dedicated Accounts. Governing Law The Specially Dedicated Accounts Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cour d Appel of Paris. PAR

124 DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES General Overview Natixis Factor is the fourth largest French factor with a domestic market share of 14.3% (as of December 31, 2011) and 25bn of factored receivables in 2011 (vs. 21bn in 2010) owed by domestic debtors (89%) and foreign debtors (11%). Even though factoring is its core business, Natixis Factor also offers a range of related services like credit insurance, information services and receivables management. Natixis Factor is wholly owned by Natixis SA, the Corporate and Investment Banking (CIB) and investment management and financial services bank of BPCE Group, France s second largest banking group. The chart below shows the BPCE group s overall structure: Group Structure Banques Populaires 50% BPCE 72% Caisses d Epargne 50% Natixis SA 100% Free Float 28% Natixis Factor Natixis Factor is part of Specialized Financial Services, one of Natixis three core business lines: PAR

125 Natixis Core businesses lines Natixis and the BPCE group are rated as stated below: Ratings panorama Rating Agencies Natixis Factor Natixis SA BPCE Moody s NR A2 (stable) A2 (stable) Standard & Poor s NR A (stable) A (stable) Fitch Ratings NR A+ (negative outlook) A+ (negative outlook) History 1984 : Banque Populaire Group starts its factoring business line 1991 : Banque Populaire Group creates its Factoring subsidiary, Factorem SA, 1994 : IPO on the Second Marché PAR

126 1998 : Merger-takeover of Natexis Factor, which is delisted from the stock exchange. Natexis Factor becomes a wholly owned subsidiary of Natexis Banque Populaire. Start of the business in Guadeloupe 2001 : Factoring business started in Martinique 2002 : Factoring business started in Réunion 2003 : Takeover of Crédifrance factor. Factorem becomes Natexis Factorem VR Factorem, the German subsidiary, is created 2006 : Natexis Factorem becomes Natixis Factor with the birth of Natixis (resulting from the merger of IXIS and Natexis Banque Populaire) 2007 : Merger-takeover of GCE Affacturage Beginning of the factoring business with Caisse d Epargne (retail banking) 2008 : The 25% stake in VR Factorem s is sold 2009 : GCE Solutions Clients (Caisse d Epargne factoring business) becomes Caisse d Epargne FACTUREA following the creation of BPCE Group Natixis Factor becomes part of Specialized Financing Services, one of the Natixis three core businesses 2010 : Implementation of Magellan, the core IT system of Natixis Factor 2011 : Implementation of New Deal, the Natixis strategic plan based on its three business lines and focused on cross selling PAR

127 Organisation Natixis Factor Organisation The regional split of the two sales departments replicates potential growth that can be captured by Natixis Factor through the Group network. The regional split is therefore along different lines within the International and Large Companies Sales Department ( Direction Commerciale Grands Comptes et International ) and the SMEs Sales Department ( Direction Commerciale Professionnels et Entreprises ). The latter has been divided into six areas (Centre East, North East, West, Paris Normandy, West, South and South East) and is supported by network coordination ( Animation Réseau ). Both target Banque Populaire, Caisse d Epargne and broker s clients. The International and Large Companies Sales Department is split into five areas (North East, West, Paris-Rhône Alpes-Sud West, Centre-Midi Pyrénées and South West) and is dedicated to Natixis Clients and companies with turnover above 100m for the BPCE network. The International and Large Companies Sales Department focuses on companies with turnover above 100m. The Client Department manages contracts. It is also split into two Departments focusing on: (i) SMEs Direction Clientèle Professionnels et Entreprises ); and (ii.) International and Large Companies ( Direction Clientèle Grands Comptes et Internationale ). On one side, the SMEs Client Department deals with full factoring on SMEs (up to 100m turnover) and the other notified factoring business (with collection and recovery management delegated to the Client) for larger SMEs. On the other side, the International and Large Companies Client Department focuses on exports, confidential factoring, balance repurchase (multi-domestic and notified or not) for large SMEs and large corporates. It also deals with syndications and reverse factoring for larges SMEs and larges companies. PAR

128 Natixis Executive Committee: Philippe Petiot began his career in finance in He joined The BPCE Group in 2000, where he was a member of the management board of Caisse d Epargne Bourgogne Franche-Comté, then, in 2008, a member of the management board of Caisse d Epargne Provence-Alpes-Corse. Philippe Petiot, 46 years old and a lawyer, holds a DJCE (corporate consultancy) degree, a DESS degree in business law and taxes and is also a graduate of HEC Management. He has been Chief Executive Officer of Natixis Factor since January Isabelle Bannerot joined Natixis Factor in 2005 as head of Human Resources and member of the executive committee. During her career, she has held several positions within HR Departments in the leisure and telecom fields of activity as an HR manager and a deputy head of HR. Isabelle Bannerot holds a master s degree in human resources. Nelly Desbarrières has been the Natixis Factor General Secretary (Finance, Legal, Credit Management and Logistics Departments) since Before joining Natixis in 1993, she worked in audit. At Natixis, she headed internal control and then managed several teams in the Finance Department. She was then head of sales at Eurotitres. Nelly Desbarrières is a graduate of Essec and IEP Paris; Carole Gasnier joined Natixis (CIB) in 2004, where she was appointed head of back- and middle-office business analysts and then executive manager within the IT Department following a 10-year experience in management and organisation advisory. Carole Gasnier has been the head of organisation and business analysts within Natixis Factor since She holds a master s degree in engineering. After beginning his career in finance in 1988, Frédéric Kergroach joined the BPCE Group in Since 2000, he has been a member of the Management Board of Natixis Factor, where he has served in various positions, including Chief Operating Officer and Chief Sales Officer. He holds a master s degree in management and is also a graduate of CPM (Centre de Perfectionnement au Management). On 17 October 2011, Frédéric Kergroach, 47 years old, was appointed Deputy Chief Executive Officer in charge of assisting senior management in its missions, particularly the supervision of the sales and customer relations positions. Senior management also includes an Executive Committee and a Management Board. Philippe Lesaffre joined BPCE Group in He joined Natixis Factor in September 2012 as head of development and strategy. Previously he held several roles within the Caisse d Epargne network as head of a corporate center and head of corporate and real estate development for the Ile-de-France (Greater Paris) region. Within the BPCE central bodies he then served deputy head of corporates and then as head of commercial real estate. Market Overview The worldwide factoring market expanded from 624bn in 2000 to 2,015bn in 2011 with a global trend of 8/10% growth per annum. The market has expanded on all continents over the past ten years with Europe accounting for two thirds of the global factoring market. The leading factoring markets are the UK (21%), France (15%), Italy (14%), Germany (12%) and Spain (11%). The French market has outperformed the global trend with an average increase of 15% during the past 15 years. 36,600 clients had a factoring contract in 2011 vs in Factoring is the second most common form of short-term financing used in France. As mentioned above, Natixis Factor ranks fourth (with 14.3% market share), after Eurofactor (22.3%), GE Factofrance (18.6%) and BNP Factor (17.6%): PAR

129 Name of Factors 2011 Factored Receivables Amount ( m) % % chg. 2011/ 2010 % Export Factored Receivables Eurofactor 38, GE Factor* 32, BNP Paribas Factor** 30, Natixis Factor 24, CGA 17, Factocic 14, Finifac 5, HSBC Factoring 5, ABN Amro 1, ING Lease France SA 1, Others 1, Total % 100% 100% Business Model * GE Factofrance + Factobail + Cofacrédit + GE Factor (ex RBS Factor) ** BNP including Fortis Commercial Finance SAS Natixis Factor is a specialized financial institution licensed and supervised by the French Autorité de Contrôle Prudentiel. Taking advantage of synergies with Natixis business lines and some of the other subsidiaries (such as Coface or Fimipar, the Coface subsidiary dedicated to credit assessment and credit insurance), the Natixis Factor factoring offer is a global and integrated solution providing information services, credit insurance, debt collection and credit management services, in addition to factoring. Under factoring contracts, SMEs and Corporate entities (the Clients ) assign on regular basis to Natixis Factor the commercial receivables they originate in the normal course of their business with their own clients (the Debtors ). To be eligible for factoring, a receivable must be of a commercial or professional nature and correspond to the invoicing of services or goods already provided or delivered. Natixis Factor finances its Clients upon request after deducting: (i) (ii) (iii) all receivables considered as non-fundable; a general credit reserve ( Fonds de Garantie equal to approximately 10% of the assigned receivables) and; additional credit reserves based on the Client s business risk features. Natixis Factor makes revenues by charging Clients: PAR

130 (i) (ii) a factoring commission which provides remuneration for the management of the assigned receivables and Debtors insolvency guarantee (when applicable) and, a financing commission based on the daily net cash advance made to the Clients. Under full factoring contracts, Debtors are always notified of the assignment of the receivables, and they are requested to pay directly Natixis Factor. Within Natixis Factor, dedicated teams follow up and collect until payments are received from Debtors (except for some specific contracts and especially for in-house undisclosed factoring contracts only proposed to structured midcaps and to largest companies). The assignment by a Client of its receivables to Natixis Factor may be: (i) (ii) on a non-recourse basis (i.e., Natixis Factor acts as credit insurer and bears the Debtors insolvency risk within the limits granted to the Client in relation with various Debtors); or with recourse against the Client in the event of Debtor insolvency when Natixis Factor s agreement does not provide credit insurance. As of December 2011, 34% of receivables are factored by Natixis Factor on a non-recourse basis. While it operates on a non-recourse basis Natixis Factor relies on: a. a Debtor credit insurance master policy, which reinsures Natixis Factor against Debtor insolvency risk (the master policy has a 2m first loss with an annual indemnification limit of 7.5m); or b. the Client s credit insurance policy granted by another eligible insurance company, such as Coface, Euler Hermes or Atradius. In such cases the Client may assign to Natixis Factor the rights of its insurance policy. The main characteristics of Natixis Factor s factoring contracts are the following: (i) Classic Factoring (included in the Securitisation program): all Classic factoring contracts are disclosed contracts, with Debtors informed of the factoring contract between Natixis Factor and the Client. A notice of the assignment of the receivables to Natixis Factor is also stated on each invoice, along with the instruction to pay on a Natixis Factor-dedicated bank account. As a result, Natixis Factor benefits from all information on Debtors, invoice by invoice. For all non-recourse factoring contracts, Clients may benefit from both financing and coverage of the Debtor s non-payment risk. Classic Factoring includes two major types of contracts: a. Full factoring contracts, where Natixis Factor takes on all the administrative functions of the sales ledger, including dunning and debt collection, b. Disclosed in-house factoring contracts where such functions are delegated to the Client so that it can retain the relationship with its Debtors. (ii) Specific Factoring (not included in the Securitisation program): a. Undisclosed in-house factoring with Debtors not being informed of the factoring contract between Natixis Factor and the Client (offered only to structured midcaps and large corporate clients); b. Balance repurchase, disclosed or not, enables the Client to keep the Debtor relationship and handle recovery actions. Funds are directly collected in dedicated accounts opened by the factor; c. Reverse factoring starts with an ordering party, to support its suppliers, who benefit from a better financial terms; d. Syndicated factoring is usually disclosed or undisclosed in-house factoring that is syndicated among several factors. PAR

131 Origination Process Factored receivables are mainly originated by under BPCE Group through Banques Populaires, Natixis and Caisses d Epargne: (2011) Factoring turnover % P&L % Banques Populaires (retail) 52% 65% Natixis (CIB) 29% 14% Caisses d Epargne (retail) 8% 10% Brokers 8% 8% Natixis Factor (and Coface) 3% 3% Total 100% 100% Client map (2011) Factoring Contracts % Factoring Turnover % P&L % Small Business customers (< 1.5m) 47% 5% 23% SMEs (< 5m) 24% 9% 20% Midcaps (< 50m) 22% 31% 30% Large Corporate clients (> 50m) 7% 54% 28% Total 100% 100% 100% Strategy The business policy is focused on accelerating business performance by: (i) Supporting the retail network Natixis Factor has significant growth potential within the Caisses d Epargne network. A significant number of Caisses d Epargne s Clients are small companies whose sales promotion needs to be strengthened. Natixis Factor also aims at enhancing its approach with Banques Populaires. A team dedicated to network coordination has therefore been set up within the SME Sales Department and the regional split has been reinforced. Moreover, during the life of a factoring contract Natixis Factor teams up with the retail banking staff (with shared client meetings, exchange of information, etc.). (ii) Capturing growth abroad PAR

132 Natixis Factor s objective is to develop its European factoring offer with factoring contracts that can now include the subsidiaries of its Clients in Belgium, Germany, Luxembourg, Spain, Switzerland and the UK. Furthermore, the international offer has been reshaped in order to promote Natixis Factor s development in such countries (e.g., guarantees monitoring improved with the use of Magellan, automation of credit insurance flows with Coface). (iii) Strengthening large corporates A major potential business has been identified by Natixis Factor with the large corporates segment. Today this type of Clients is mainly interested in the balance repurchase and reverse factoring offer, considering their treasury needs and in order to strengthen their supplier relationships. European factoring contracts and the disclosed balance repurchase offer are the most recent activities designed by Natixis Factor in Considering these focused strategic topics, Natixis Factor should be able to continue growing on the European market. Financial Information The sole shareholder in Natixis Factor is Natixis SA. Natixis Factor is included in the consolidated financial statements of Natixis SA. Figures detailed hereinafter are only provided for information. Only French annual audited financial statements and the related report of the statutory auditors with reference to Natixis Factor s Rapport Annuel documents constitute official statements. PAR

133 Profit and Loss Profit and Loss account ( K) Interest income from loan and money transactions 4,169 7,703 13,694 Interest expenditure -17,892-8,585-12,356 Commissions 152, , ,390 a),factoring,commissions 83,632 78,804 70,956 b),financing,commissions 62,608 44,588 47,868 c),credit,insurance,and,other,commissions 5,849 4,956 4,566 Commission expenditure Other operating income 2,477 4,245 6,608 Other operating costs -8,628-8,200-7,840 General administrative costs -82,052-81,186-75,144 a),personnel,costs -40,467-37,096-38,645 b),other,administrative,costs -36,490-39,264-35,661 c),write-downs -5,095-4, Cost of risk -6,457-9,305-6,421 Result from normal business activities 43,050 32,299 41,228 Gains on intangible assets and fixed assets, 14,907, Losses on intangible assets and fixed assets, Exceptional gains, Exceptional losses, Taxes on income -15,159-11,594-14,456 Net profit 27,891 35,709 26,807 PAR

134 Assets and Liabilities Assets Cash and reserves Receivables from banks a) due daily 68,837 16,89 b) term due 8 Receivables from customers 20,09 3 7,996 18,40 15, a) factoring 3,993,247 3,488,004 2,903,715 b) others 59,797 17,119 8,566 Financial assets 2,827 3,434 10,437 Intangible assets 41,713 46,723 87,014 Fixed assets Other assets 796 2,221 1,651 Prepaid expenses 3,200 9,818 8,352 Total Assets 4,187,580 3,606,143 3,043,740, Liabilities , Liabilities to banks a) due daily 371, , ,680 b) with agreed term or period of notice 1,416,854 1,146, ,962 Liabilities to customers a) due daily 905, , ,572 b) with agreed term or period of notice 576, , ,030 Liabilities with payment terms (bills of exchange) 601, , ,343 Other liabilities 19,554 16,155 20,452 Deferred income ,136 30,045 Provisions Equity a) tax provisions 13,408 13,005 15,24 15,24 b) financial provisions , ,24 5 Subordinated liabilities 21,419 a) subscribed capital 19,916 19,916 19,916 b) profit reserves 116, , ,585 c) other profit reserves 66,942 68,575 68,604 d) net profit 27, , ,80 7 Total Liabilities ,606,143 3,043,740, Commitment vis-à-vis banks 1,765 Banks' guarantees received 147, , ,357 Financing commitment in favour of banks 300,000 PAR

135 Factoring Risks Two main types of risks derive from the factoring business: (i) (ii) Debtor risk, involving the entity to which the invoice has been sent, and which has to pay such invoice. In the event of Debtor default, this can be considered as a risk for Natixis Factor not to be paid in the event of a contract without recourse. Client risk, involving the entity selling the receivables it has originated in its usual course of business. In the event of Client default, this can be considered as: a. Recovery risk on all collections related to funded receivables which have not been credit-insured; b. Dilution risk in case of disputes, rebates, credit notes or frauds; c. Third-party actions: direct delivery and subcontracting; and d. Cumulative default risks of both Debtor and Client. Factoring Risks Chart Credit Risk Organisation The Natixis Factor s risk organisation includes: (i) (ii) (iii) (iv) The Client Department, which analyses and monitors credit limits in line with the Natixis Factor risk policy The Credit Management Department, in charge of analyzing and monitoring Debtors risk limit approvals and analyzing potential Clients business at origination. The Risk Department, with its own risk policy related to audit, client risk monitoring, debtor and French overseas department risk monitoring, and operational risks. It has a functional link with the Natixis Risk Department. The Internal Control and Compliance Department, which has a functional link with the Natixis Compliance Department. Under Natixis Factor s organisation, two levels of permanent risk monitoring draw up the risk management map: (i) Client Department teams are in charge of the first level of this permanent risk monitoring set-up, and each Client Team head has to check that this monitoring is relevant and properly applied in relation with PAR

136 all internal and compliance processes. Furthermore, the Credit Management Department backs each Client team in defining risk management. (ii) This second level is jointly managed by the Risk Department and the Internal Control and Compliance Department in charge of audits related to operational processes, regulatory and compliance issues. In addition to those two levels of risk monitoring, the Audit Department of Natixis is in charge of all periodic controls. Client Risk Management A. Acquisition and Decision phase For each potential new Client, the Client Department sets up a compliance file based on two significant topics, which are anti-money laundering and the typical Client s features: (i) (ii) Anti-money laundering uses a specific internal classification to test each Client s money laundering sensitivity. The three levels of classification enable the Sales Department to draw up a check-list of compulsory documents to prevent Natixis Factor from unwittingly engaging in any money laundering on behalf of potential new Clients. A typical Client s characteristics check-list is also drawn up, in order to determine whether the Client is able to fulfil its role and obligations as described in the factoring contract. This process mainly involves the review and analysis of the Client s procedures and the historical quantitative data of its portfolio. This procedure review is an important process as it determines contract characteristics and enables Natixis Factor to adjust the level of reserves, such as the Guarantee Fund, the contractual dilution reserves, any other specific reserves and any pledge or other guarantees, if necessary. In addition to the above-mentioned procedure, on-site audits are always performed by the Risk Department (for full factoring contracts higher than 15m on potential new Clients contracts and for in-house undisclosed factoring contracts with an estimated amount of factored receivables higher than 5m). When the Client s profile is well identified, and after calculation of the expected ROE (a main criterion within the origination process), Natixis Factor sets an internal financing limit for each Client. This limit is approved at a dedicated committee s meeting and is equivalent to the estimated outstanding amount of eligible invoices plus 30%. The limit is usually not communicated to Clients as it constitutes a risk indicator in the event of a breach in the limit (i.e. increase of payments delays, fraud, etc.). Additionally, for Clients belonging to the same group, an overall financing limit may be set. Delegation limits enable Natixis Factor to grant financing above a pre-set financing limit recorded in the IT system (Magellan). Focus on fraud risk During the acquisition and decision phases, Natixis Factor analyses potential financial connections between a Client and its Debtors. Natixis Factor aims to prevent from any intra-group financing that could generate forged invoicing. In addition, fraud monitoring focuses on some prospects: young companies and companies with complex legal structures or with a foreign parent company. Natixis Factor also monitors the Client s creditworthiness as the Client could face a financial deterioration that could lead it to pre-bill (i.e. to bill for services not yet performed). To protect Natixis Factor from fraud risk, the Client Department, the Risk Department and the Internal Audit and Compliance Department constantly: (i) Request invoice relevance through documentary evidence (order form, delivery document, etc.). PAR

137 (ii) (iii) (iv) Request client s explanations in the event of a breach in credit limit or invoicing without payment. Monitor all risk warnings (Risk Department level). Carry out random checks of Client s invoices during audits. B. Monitoring phase New Clients are specially monitored, in which Natixis Factor: (i) screens the level of direct payments; and (ii) verifies that the subrogation mention is well encrypted in all invoices. Client management is usually performed by the Client Department with close involvement by the Risk Department. Regular verifications and audits are performed. Moreover, verification procedures aim to check the validity of the account receivables and therefore identify all potential risks at an early stage. In order to check the accuracy of the information provided by a Client and the accuracy of the reserves in place, the Client Department analyses documents automatically retrieved by IT systems to drive reserves. Moreover, Client Department and Risk Department have access to several databases, including the risk monitoring one. Moreover, Natixis Factor can access: (i) (ii) the Natixis rating database to monitor any variation of the rating assigned to large corporate Clients; the Natixis weekly watch list which displays risky Clients identified by Group entities (Natixis CIB, Banques Populaires and Caisses d Epargne (retail), Natixis Lease and other Natixis specialized financing subsidiaries). In addition, some Clients (those with the worst risk profile) are short-listed for a quarterly review, such as Clients with an outstanding financing amount above 3m, which are reviewed during meetings of a dedicated committee organized by the Risk Department (and attended by senior management representatives, Sales, Legal, Audit, Compliance and Risk departments). These procedures aim at building up early warnings and proactive analysis. It enables the Risk Department to monitor the Client s risk exposure and take all necessary actions when a risk occurs. Consequently, the Risk Management closely follows the quality of the receivables and the Clients creditworthiness. When a potential risk is identified on a Client, Natixis Factor can take the following steps: (i) (ii) (iii) Cancel the factoring contract (with a termination period indicated in the factoring contract, usually three months). Cancel the delegation of the sales ledger management and the relationship with Debtors for in-house contracts by switching at any time to full factoring. Reduce at any time the financeable invoices portfolio to move away the risky Debtors. C. Recovery The Client Departments take the first steps in recovery as they monitor contracts. Then, legal counsels within the Litigation Department take all necessary actions to recover monies. Recovery actions are performed at several levels: Client, guarantor (if any), Debtor (in case of direct payment / disputes, etc.) or third parties (banks, liquidator, etc.). Natixis Factor has several options to recover its outstanding amounts: (i) (ii) Switch to full factoring in case of in-house factoring. In such a case, the management and servicing of the receivables will be performed by Natixis Factor directly, without the Client s involvement. Receivables management with the involvement of the Liquidator, as it usually has an interest in being involved in a recovery process as this generally enables the Client to continue to benefit from the factoring facility. PAR

138 (iii) For factoring contracts with external credit insurance, Natixis Factor can substitute its Client for the payment of the insurance premiums in order for the new receivables being factored (if any) to be insured. D. Provisioning and write-offs Provisions are evaluated at quarterly committee meetings. Analyses to allocate provisions on Client s risk are made in the following cases: (i) (ii) (iii) Insolvency of factoring Clients. Client s Current Account has a debit balance. Identification of an unusual level of disputes, direct payments or fraud. Client net risk for those Clients considered risky and that are transferred to the Litigation Department is usually 100% provisioned. A write-off on a Client is made on the basis of an internal decision and in the event of the following: (i) termination of the recovery process and no further payment is expected; or (ii) expected costs are not in balance with the amount due/outstanding. Debtor Management A. Acquisition and Decision Phases For each factoring contract, Natixis Factor agrees to buy all receivables owned by a Debtor after setting the typical features of the contract (i.e., list of agreed or excluded Debtors). Since October 2008, Debtor s risk analysis process has been transferred to Fimipar, a 100% subsidiary of Coface. Under the Arbitrage and Monitoring contract, Fimipar treats all requests on Debtors by giving: (i) a score; and (ii) a credit insurance limit. Fimipar and Coface scores are recorded in the AFFASS IT system, where the scoring risk scale designed by Fimipar and Natixis Factor determines: (i) (ii) the adequate level of monitoring needed for Debtors in each scoring category; and for each Debtor, an individual limit and an overall limit, given the solvency level of the Debtor: the individual limit is the maximum amount that can be automatically granted by the system for the Debtor, per Client and the overall limit is the maximum amount that can be automatically granted for the Debtor, for all the Clients. This credit insurance limit (approval) calculated by Fimipar is the Debtor s amount guaranteed by Natixis Factor under non-recourse factoring contract. For a potential new Client, all Debtors of such Client are analyzed to determine a credit insurance limit for each Debtor. Currently Natixis Factor is planning to bring back part of the arbitrage business for smaller risks. Natixis Factor used to manage all arbitrages. This limit is set either: (i) automatically, when the contract refers to small and low-risk Debtors via the Natixis Factor IT internal working tool, based on information delivered by Fimipar; or (ii) manually, by requesting a Fimipar s risk manager to set a credit limit for all others Debtors. In addition, a Large Debtor Committee dedicated to most significant Debtors meets on a quarterly basis. This Committee is designed to analyze Debtors limits surpassing the 9.5m Fimipar s insurance policy cap. The Natixis Factor Risk Department (with the Natixis Risk Department) is teaming up with the General Secretary and the Credit Management Department to manage this committee. Debtor s credit insurance limits are not set for a specific period of time and can be amended (including reduced or withdrawn) by Natixis Factor at any time and without notice. PAR

139 For non-recourse contracts, Natixis Factor keeps a full recourse against its Client in case of non-payment of any sum due. In case of external credit insurance contracts, Debtor s credit insurance limit is communicated by the client to Natixis Factor. B. Monitoring phase Natixis Factor benefits from information given by the Banque de France and Coface Services. This information is recorded in the IT systems of Natixis Factor. This information is mitigated taking into consideration the Debtor s scoring, the level of outstanding financing amount and the Banque de France rating. In addition, a Large Debtor Committee for the most significant Debtors meets on a quarterly basis. This Committee is designed to analyze Debtors limits above the 9.5m cap of Fimipar s insurance policy. In relation with the Risk Department of Natixis, this Committee is managed by the Risk Department, the General Secretary and the Credit Management Department. C. Provisioning and Write-offs Natixis Factor will consider a receivable to be doubtful when it is past due for more than 90 days. Without considering the insurance policy that potentially exists, the risk assessment is managed as follows: (i) (ii) If unpaid receivables are not due to Debtor insolvency and the reasons of the late payment are well known (disputes, credit notes, technical reasons, etc.), the Client Department is still in charge of dunning to obtain Debtor s payment and no provision is recorded. If unpaid receivables relate to a risky Debtor, all receivables on the relevant combination (Debtor with a specified Client) are transferred to the Litigation Department, which specifies a status for the Debtor. Depending on this status, the level of provisions will follow a reference table designed by Natixis Factor: a. Dispute backed by the Client: 0% b. Receivables over 90 days due: 25% c. Debtor s payment undertaking: 40% d. Legal decision in favour of Natixis Factor: 50% e. Legal procedure: 60% f. Debtor unreachable: 80% g. Debt payment rescheduled: 80% h. Legal proceedings against the Debtor: 100% The Legal Department can, however, decide a 100% provision without any justification. (iii) In case of bankruptcy proceedings, all receivables are immediately transferred to the Litigation Department, recorded as doubtful and provisioned at a 94% level (accounting and tax auditors consider that Natixis Factor is authorized to register a 94% level of provisions, based on a 6% minimum average recovery amount in the event of a Debtor s bankruptcy). D. Audit Organisation, Scope & Frequency Regular controls and audits are performed mainly with the purpose of managing Client risk. These audits are generally performed by three risk managers within the Risk Department or by three external audit firms mandated by Natixis Factor: (i) During the acquisition and decision phases (for new Clients), the Audit branch of the Risk Department is involved in the overall procedure of the Credit Management. They perform on-site audits for all PAR

140 confidential contracts (including balance repurchase) with an expected factored receivables outstanding above 5m and 15m for others. (ii) Under usual business conditions, on-site visits are performed by the Risk Department or by mandated audit firms for all Confidential contracts (including balance repurchase) and net risks higher than 4m for other contracts. Each audit report mainly focuses on the following topics: (i) (ii) (iii) (iv) Financial statements analysis Invoicing and payment workflows Compliance with contractual agreements Analysis of accounts receivable and accounts payable (increase in credit notes, rebates, etc.). Information Technology Systems All IT systems are managed by Natixis SA teams on shared IT platforms. Five sub-departments report directly to the Project Support & Organisation Department: Production, Process and Management, Factoring Program, Organisation and User Support. Magellan, Natixis Factor s core IT system, is a PeopleSoft ERP specifically designed for the factoring business. It includes all clients and debtors databases, workflows for all business events regarding receivables (i.e., purchase, financing, disbursements, collections, etc.) and all information relating to Client and Debtor Risk Management. The chart below describes all of Magellan s functions. This IT system is especially designed to fit with specific requests according to Clients criteria and Natixis Factor s new business developments. PAR

141 USE OF PROCEEDS The proceeds arising from the issue of the Notes and the Units on the Closing Date will be applied by the Management Company to fund (i) the first purchase of Eligible Receivables from the Seller or (ii) in respect of the Specific Units, the Interest and Fees Reserve, on the Closing Date. PAR

142 TERMS AND CONDITIONS OF THE NOTES The following are the terms and conditions of the Notes in the form (subject to completion and amendment) in which they will be set out in the Fund Regulations. These terms and conditions include summaries of, and are subject to, the detailed provisions of, the Fund Regulations and the other Transaction Documents. The [850,000,000] Class A1 Notes due 13 June 2016 shall be issued pursuant to the Fund Regulations to be dated on or before the Closing Date or such later date as may be agreed between the Management Company and the Custodian and are subject to these terms and conditions (the Terms and Conditions or each a Condition ). Pursuant to the terms of Paying Agency Agreement, the Management Company and the Custodian have appointed CACEIS Corporate Trust as the Paying Agent to make payments of principal, interest and other amounts (if any) in respect of the Class A1 Notes and liaise with Euronext Paris S.A. and the Clearing Systems, as the case may be. Any Series of Class A2-X Notes issued during the Replenishment Period, in accordance with and subject to the Fund Regulations shall also be subject to the Terms and Conditions. The Noteholders and all persons claiming through them or under the Notes are entitled to the benefit of, and are bound by, the Fund Regulations, copies of which are available for inspection at the specified office of the Management Company. 1. FORM, DENOMINATION AND TITLE On the Closing Date only, [8,500] Class A1 Notes of 100,000 each due 13 June 2016 will be issued by the Fund. No further Class A1 Notes shall be issued by the Fund, subject to any Extension (see Extension below). The Class A1 Notes are issued by the Fund at a price of 100 per cent. of their nominal value. on the Closing Date, and, as the case may be, on any Monthly Distribution Date during the Replenishment Period, Class A2 Notes of 100,000 each due 13 June 2016, the terms and conditions of which are set out in Section TERMS AND CONDITIONS OF THE NOTES. The Class A2 Notes are issued by the Fund at a price of 100 per cent. of their nominal value. The Class A2 Notes issued on a given Monthly Distribution Date and offered for subscription to a given Class A2 Subscriber will be noted Class A2-X, with X being the number ascribed by the Fund to the relevant Class A2 Subscriber. The Class A2-X Notes issued on a given date to a given Class A2 Subscriber shall constitute a separate Series of Class A2-X Notes. The Class A2 Initial Subscriber shall be ascribed number 1 and any Class A2 Note offered for subscription to it shall be a Class A2-1 Note. The Principal Amount Outstanding of Class A2-X Notes shall not exceed the Class A2-X Notes Maximum Issue Amount agreed between the relevant Class A2 Subscriber, the Fund, the Custodian and Natixis Factor under the relevant Class A2-X Notes Subscription Agreement. (c) (d) The Notes and the Units are transferable securities (valeurs mobilières) and financial instruments (instruments financiers) within the meaning of article L of the French Monetary and Financial Code. The Class A1 Notes are bonds (obligations) within the meaning of article L of the French Monetary and Financial Code. The Class A1 Notes will at all times be represented in book entry form (dématérialisée), in compliance with Article L of the French Monetary and Financial Code. No physical documents of title will be issued in respect of the Notes. The Class A1 Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France and (ii) be admitted in the Clearing Systems. In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Title to the Class A1 Notes passes upon the credit of those Class A1 Notes to an account of an intermediary affiliated with the PAR

143 Clearing Systems. The transfer of the Class A1 Notes in registered form shall become effective in respect of the Fund and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. (e) The Class A2 Notes will not be cleared. Title to the Class A2 Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of the Class A2 Notes may only be enforced through registration of the transfer in such register. 2. STATUS AND RELATIONSHIP 2.1 Status The Notes constitute direct, secured and unconditional obligations of the Fund and all payments of principal and interest on the Notes shall be made to the extent of the Fund Available Cash, in accordance with and subject to the relevant Priority of Payments. 2.2 Relationship between the Notes, the Series and the Units (c) The Class A1 Notes and the Class A2 Notes will rank pari passu with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date and in priority (with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date) to the Specific Units and the Subordinated Units. All Class A2 Notes of a given Series rank pari passu to all other Class A2 Notes of the same Series and other Series and all payments on the Class A2 Notes shall be allocated pro rata to those Class A2 Notes. The Specific Units U-1 and the Specific Units U-2 will rank pari passu, and in priority (with respect to the payment of all amounts of principal and/or interest due and payable thereunder on a given date) to the Subordinated Units. 3. PAYMENT DATES, PERIODS AND PRIORITIES OF PAYMENTS 3.1 Payment Dates Payments of principal or interest under any Class A1 Notes and Class A2 Notes shall only be made on a Monthly Distribution Date being the 13 th of each calendar month or the following Business Day if the 13 th is not a Business Day. The first Monthly Distribution Date will be 14 January Periods Payments dependent upon periods Payments under the Notes will be dependent upon whether the Fund is in its Replenishment Period or Amortisation Period. Replenishment Period The Replenishment Period is the period starting on the Closing Date and ending on the earlier of the Scheduled Replenishment Termination Date (included), i.e. the Monthly Settlement Date preceding the Monthly Distribution Date falling on 14 December 2015, subject to any Extension (see Extension below), the Early Amortisation Starting Date (excluded), i.e. the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event occurs and (c) the date on which a Fund Liquidation Event is declared by the Management Company (excluded). The Fund Regulations provides that during the Replenishment Period, the Seller will be entitled to assign new Receivables to the Fund, in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations, save where a Stop Purchase Event has occurred and is continuing, and the Fund will issue from time to time, and to the extent necessary, further Series of Class A2 Notes (but no further Class A1 Notes, without prejudice to the possibility to issue Class A1 PAR

144 New Notes in case of Extension, see Extension below) and new Units, in accordance with the provisions of the Fund Regulations. An Early Amortisation Event shall occur if: (i) (ii) (iii) (iv) (v) (vi) (vii) on any date, the Parent Company does no longer own the Absolute Majority of Natixis Factor and 30 (thirty) Business Days have elapsed since that date, except if, (1) within that 30 (thirty) Business Days period, the Fund agrees to waive such change of control, with the prior consent of the Noteholders obtained in accordance with Condition 9.4 of the Notes (which waiver shall be notified to the Rating Agencies if it is granted) or (2) following the occurrence of that change of control, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); an Accelerated Collection Event occurs and is continuing and not remedied in the manner described in Specially Dedicated Account Bank above within 30 (thirty) Business Days from the date of occurrence of such Accelerated Collection Event, except if, following the occurrence of that Accelerated Collection Event, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); an Insolvency Event occurs in respect of the Seller or the Parent Company; Natixis Factor (in any capacity whatsoever) fails to pay in due time any amount it owes to the Fund unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; Natixis Factor fails to deliver the IT Files on any Weekly Reporting Date unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days from such Weekly Reporting Date; any representation or statement made or deemed to be made by Natixis Factor in the Transaction Documents or any other document delivered under any Transaction Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, unless such situation is capable of remedy and is remedied within thirty (30) Business Days from the date on which the Fund gives notice of the same to Natixis Factor or Natixis Factor gives notice of the same to the Fund; if: the Delinquent Trigger Ratio calculated on a Monthly Reporting Date exceeds 4,5%; or (c) (d) (e) the Default Trigger Ratio calculated on a Monthly Reporting Date exceeds 2.25%; or the Dilution Trigger Ratio calculated on a Monthly Reporting Date exceeds 1%; or the Retransfer Trigger Ratio calculated on a Monthly Reporting Date exceeds 3%; or the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date exceeds 75 calendar days, and 30 Business Days have elapsed, except if (1) within that 30 Business Days period, the Fund agrees to waive such a breach, with the prior consent of the Noteholders obtained in accordance with Condition 9.4 of the Notes (which waiver shall be notified to the Rating Agencies if it is granted) or (2) following the occurrence of that breach, Natixis Factor has exercised the Senior Amortisation Option (as detailed in Senior Amortisation Option below); (viii) on any Weekly Settlement Date, Natixis Factor fails to subscribe or pay for the subscription price due and payable under the Units issued on that Weekly Settlement Date by the Fund, unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days (including, without limitation, any additional PAR

145 Subordinated Units issued further to the exercise of the Senior Amortisation Option to account for the resulting increase in the Subordinated Units Base, as detailed in Senior Amortisation Option below); (ix) (x) on any Monthly Distribution Date, Natixis Factor fails to subscribe or pay for the subscription price due and payable under any Class A2 Notes issued and not otherwise subscribed for by the relevant Class A2 Notes Subscriber, unless such failure is due to a an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; or Natixis Factor (in any capacity whatsoever) fails to comply with any provision of the Transaction Documents (other than those referred to in Clauses (ii), (iv), (v), (vi), (viii) or (ix)), unless such failure is capable of remedy and is remedied within thirty (30) Business Days from the date on which the Management Company gives notice of the same to Natixis Factor or Natixis Factor gives notice of the same to the Management Company. A Stop Purchase Event shall occur if if there is any Note outstanding: (i) an Accelerated Collection Event has occurred; (ii) (1) the Delinquent Trigger Ratio calculated on a Monthly Reporting Date exceeds 4,5%; or (2) the Default Trigger Ratio calculated on a Monthly Reporting Date exceeds 2.25%; or (3) the Dilution Trigger Ratio calculated on a Monthly Reporting Date exceeds 1%; or (4) the Retransfer Trigger Ratio calculated on a Monthly Reporting Date exceeds 3%; or (5) the Daily Sales Outstanding Trigger calculated on a Monthly Reporting Date exceeds 75 calendar days; or (iii) the Parent Company ceases to own the Absolute Majority of Natixis Factor. Following the occurrence of a Stop Purchase Event, the Seller shall not be entitled to make any Transfer Offers and the Management Company shall not be entitled to accept any existing or new Transfer Offers from the Seller. The Stop Purchase Event shall be continuing until, and cease on, the earlier between (i) the date on which all Notes have been redeemed in full and (ii) the date on which none of the event, or (c) above is continuing. Once a Stop Purchase Event has ceased, the Seller shall be entitled again to make Transfer Offers and the Management Company shall be entitled again to accept any existing or new Transfer Offers from the Seller, from the Weekly Settlement Date following the first Weekly Reporting Date on which that Stop Purchase Event is no longer continuing. (c) Senior Amortisation Option If a Stop Purchase Event occurs, Natixis Factor shall have the option (the Senior Amortisation Option ) to request in writing the Management Company (with a copy to the Custodian), by no later than on the Business Day falling immediately prior to the Weekly Information Date preceding the last Weekly Settlement Date falling in the 30 (thirty) Business Days period starting on the date of occurrence of that Stop Purchase Event, to increase the Subordinated Units Base by assuming a reduction to zero of the Principal Amount Outstanding of all Notes. Following the exercise of the Senior Amortisation Option: (i) (ii) from the Weekly Information Date following the date of exercise of the Senior Amortisation Option, the Senior Funding Base shall be reduced to zero; on the Monthly Distribution Date immediately following the date of exercise of the Senior Amortisation Option, all Notes then outstanding will be subject to a mandatory redemption in full; and PAR

146 (d) (iii) Extension on each of the Weekly Information Dates following that Monthly Distribution Date, the Senior Funding Base shall be equal to zero and the Subordinated Units Base shall be calculated taking into account the reduction to zero of the Principal Amount Outstanding of all Notes. The Seller may request to the Fund an extension of the Replenishment Period, in which case the Fund may (but shall not be obliged to) issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes (such procedure being referred to as an Extension ), in accordance with and subject to the Fund Regulations and subject to, in particular, the conditions set out below: (i) (ii) (iii) (iv) (v) the Seller shall send its request for Extension to the Fund at least 45 calendar days prior to the Scheduled Replenishment Termination Date; the proceeds received from the issue of the New Notes shall be sufficient for and applied in priority to the redemption of all Principal Amount Outstanding of all Notes; the parties to the Transaction Documents and all Unitholders have agreed to the extension of the Scheduled Replenishment Termination Date and the Final Legal Maturity Date; the Transaction Documents have been amended with the agreement of the respective parties thereto and the approval of the Unitholders, so as to account for the issue of the New Notes, the resulting new Scheduled Replenishment Termination Date, the resulting new Final Legal Maturity Date and any change as may be agreed or required by such parties in respect of such extension and new issue; any such amendment to the Transaction Documents does not affect the rights and obligations of the Class A1 Noteholders or the Class A2 Noteholders under the Notes and the Fund Regulations. Provided that the above conditions are complied with, the consent of the Class A1 Noteholders or the Class A2 Noteholders shall not be required in respect of any Extension, issue of the New Notes or the above mentioned amendments. (e) Amortisation Period The Amortisation Period is the period starting on the earlier of the Scheduled Replenishment Termination Date (excluded) and the Early Amortisation Starting Date (excluded), i.e. the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event occurs and (c) the date on which a Fund Liquidation Event is declared by the Management Company (included) and ending on the earlier between of (i) the date on which the Principal Amount Outstanding of each Note and Unit is reduced to zero, (ii) the Fund Liquidation Date (included) and (iii) the Final Legal Maturity Date (included). 3.3 Fund Regulations and Priorities of Payments Any payment under the Notes shall be made in accordance with and subject to Fund Regulations, including without limitations, the Priority of Payments set out therein and applicable on that date. 4. INTEREST 4.1 Period of Accrual Each Note bears interest on its Principal Amount Outstanding from (and including) the Closing Date to (but excluding) the earlier of: its Principal Amount Outstanding being reduced to zero; and PAR

147 the Final Legal Maturity Date. 4.2 Interest Periods An Interest Period in respect of the Notes means, for any Monthly Distribution Date, the period beginning on (and including) the previous Monthly Distribution Date and ending on (but excluding) the next Monthly Distribution Date, save for the first Interest Period, which shall begin on (and include) the Closing Date and shall end on (but exclude) the first Monthly Distribution Date. The last Interest Period shall end on (and exclude) the earlier of: (i) the date on which the Principal Amount Outstanding of each Class of Notes is zero; and (ii) the Final Legal Maturity Date. 4.3 Date of payment Interest accrued in respect of the Notes during an Interest Period in respect of a given Monthly Distribution Date shall be payable monthly in arrears on that Monthly Distribution Date. 4.4 Calculation of Interest Amounts The amount of the interest payable in respect of a Notes (the Interest Amount ) for an Interest Period shall be calculated by the Management Company by applying the relevant Rate of Interest for that Interest Period to the Principal Amount Outstanding of that Note as of the Closing Date (in respect of the first Monthly Distribution Date) or as of the immediately preceding Monthly Distribution Date, and multiplying the result by the actual days elapsed in the Interest Period divided by 360 (actual/360 day count), the result thereof being rounded in accordance with Condition 11. For the purpose of this Condition 4.4: Rate of Interest means, in respect an Interest Period and: for a Class A1 Note, the aggregate of the EURIBOR Reference Rate applicable for the relevant Interest Period plus a margin of [ ] per cent. per annum; for a Class A2-X Note, the Rate of Interest as agreed pursuant to the relevant Class A2-X Notes Subscription Agreement, provided that such Rate of Interest shall not exceed the EURIBOR Reference Rate applicable for the relevant Interest Period plus a margin of [ ] per cent. per annum. Any Issue Document in respect of a Class A2-X Note shall indicate the Rate of Interest applicable thereto and form part of the Terms and Conditions of such Class A2-X Notes. 5. REDEMPTION OF THE NOTES AND ISSUE OF NEW CLASS A2 NOTES 5.1 Replenishment Period During the Replenishment Period the Fund may issue further Series of Class A2 Notes (but no further Class A1 Notes) and the Notes may be subject to mandatory partial redemption, or a mandatory redemption in full, on the relevant Monthly Distribution Date, in accordance with and subject to the below: (i) (ii) on close of business on each Monthly Distribution Date, the Principal Amount Outstanding of the Notes must be equal to the Senior Funding Base and the Principal Amount Outstanding of Class A2 Notes shall be equal to the Senior Funding Base less the Principal Amount Outstanding of the Class A1 Notes. Consequently, on each Monthly Information Date, the Management Company shall determine the Monthly Senior Decrease Amount or the Monthly Senior Increase Amount, by comparing the new Senior Funding Base computed on that Monthly Information Date with the Principal Amount Outstanding of the Notes on such Monthly Information Date; if, on any Monthly Information Date, a Monthly Senior Increase Amount arises, the Fund shall issue, on the immediately following Monthly Distribution Date, further Series of Class A2 Notes for a principal amount equal to that Monthly Senior Increase Amount, to be PAR

148 subscribed by the Class A2 Subscribers, in accordance with the relevant Class A2-X Notes Subscription Agreements; (iii) (iv) (v) (vi) (vii) if, on any Monthly Information Date, a Monthly Senior Decrease Amount occurs, a Class A2 Notes Decrease Amount shall arise and the Class A2 Notes shall be subject to a mandatory partial redemption on the immediately following Monthly Distribution Date for a principal amount equal to the Class A2 Notes Decrease Amount, provided that all amounts of principal payable to the Class A2 Noteholders on a given Monthly Distribution Date shall be paid on a prorata basis and in accordance with and subject to the applicable Priority of Payments; if, on any Monthly Information Date, the Monthly Senior Decrease Amount exceeds the Principal Amount Outstanding of Class A2 Notes, a Class A1 Notes Decrease Amount shall arise and the Class A1 Notes shall be subject to a mandatory partial redemption on the immediately following Monthly Distribution Date for a principal amount equal to the Class A1 Notes Decrease Amount, provided that all amounts of principal payable to the Class A1 Noteholders on a given Monthly Distribution Date shall be paid on a prorata basis and in accordance with and subject to the applicable Priority of Payments; if, following the occurrence of a Stop Purchase Event, Natixis Factor exercises the Senior Amortisation Option, as detailed in Senior Amortisation Option above, the Senior Funding Base shall be reduced to zero with effect from the Weekly Information Date immediately following the exercise of the Senior Amortisation Option, and, accordingly, (A) the Monthly Senior Decrease Amount on the Monthly Information Date immediately following the exercise of the Senior Amortisation Option shall be equal to the Principal Outstanding of all Notes, (B) the Class A2 Notes Decrease Amount on that Monthly Information Date shall be equal to the Principal Outstanding of all Class A2 Notes, (C) the Class A1 Notes Decrease Amount on that Monthly Information Date shall be equal to the Principal Outstanding of all Class A1 Notes and (D) all Notes then outstanding will be subject to a mandatory redemption in full on the Monthly Distribution Date immediately following that Monthly Information Date; if, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, New Notes are issued in accordance with and subject to the Fund Regulations, as detailed in Extension above, all Notes then outstanding will be subject to a mandatory redemption in full on that Monthly Distribution Date; and for the avoidance of doubt, no further issue of Class A2 Notes shall occur after the occurrence of an Extension or the exercise of the Senior Amortisation Option (without prejudice to the possibility to issue New Notes). 5.2 Amortisation Period During the Amortisation Period, save if previously redeemed, the Notes shall be subject to partial mandatory redemption on each Monthly Distribution Date, and the Noteholders will receive payments of principal on each Monthly Distribution Date on a pro rata and pari passu basis, in accordance with the relevant Priority of Payments, until the earlier of the date upon which the Principal Amount Outstanding of each Note is reduced to zero and the Final Legal Maturity Date. 5.3 Determination of the amortisation of the Notes On each Monthly Information Date, the Management Company will determine: the principal payments due and payable in respect of the Notes on such Monthly Distribution Date in accordance with Condition 5.1 (the Principal Payments ); and the Principal Amount Outstanding of the Notes as of close of business on such Monthly Distribution Date. PAR

149 5.4 No purchase of Notes by the Fund In accordance with Article L of the French Monetary and Financial Code, no Noteholder shall be entitled to ask the Fund to repurchase its Notes. 5.5 Final Legal Maturity Date Unless previously redeemed, each of the Notes will be redeemed at its Principal Amount Outstanding on the Monthly Distribution Date falling on 13 June 2016 or, if such day is not a Business Day, on the next succeeding Business Day, subject to any Extension, and subject to the relevant Priority of Payments and Condition Determination binding All interest rates, interest amounts determined, and other calculations and determinations made by the Management Company in connection with the Notes shall, in the absence of manifest error, be final and binding on the Paying Agent, subject to the provisions of the Paying Agency Agreement, the Custodian and the Noteholders. 6. PAYMENTS 6.1 Currency Payments in respect of the Notes shall be made by the Paying Agent on behalf of the Fund or by the Management Company, in Euro. 6.2 Method of payment (c) Any amount of interest or principal due in respect of any Class A1 Note will be paid by the Paying Agent on each applicable Monthly Distribution Date up to the amount transferred by the Management Company (or the Fund Account Bank acting upon the instructions of the Management Company) to the Paying Agent, during the Replenishment Period and the Amortisation Period, in respect of payments of interest and principal, by debiting the Distribution Account and subject to the applicable Priority of Payments. In respect of the Class A1 Notes, such payments will be made to the Noteholders identified as such and as recorded with the relevant Clearing System and will be made in accordance with the rules of the relevant Clearing System. In respect of the Class A2 Notes, such payments will be made to the holder of such Notes as identified in the books of the Custodian. 6.3 Tax (c) All payments of principal and/or interest in respect of the Notes will be subject to applicable tax laws in any relevant jurisdiction. Payments of principal and interest in respect of the Notes will be made net of any withholding tax or deductions for or on account of any tax applicable to the Notes in any relevant state or jurisdiction, and Neither the Fund nor the Paying Agent nor any other party will be obliged to make any additional payments to the Noteholders in respect of such withholding or deduction. 7. PAYING AGENT 7.1 Appointment of Paying Agent Pursuant to the terms of Paying Agency Agreement, the Management Company and the Custodian have appointed CACEIS Corporate Trust as the Paying Agent to make payments of principal, interest and PAR

150 other amounts (if any) in respect of the Class A1 Notes and liaise with Euronext Paris S.A. and the Clearing Systems, as the case may be. The name of the Paying Agent and its initial specified office are: CACEIS Corporate Trust 1-3, place Valhubert Paris France 7.2 Replacement at the request of the Management Company The Management Company may on 30-calendar days written prior notice terminate the appointment of the Paying Agent and appoint a new paying agent, provided that the appointment of the Paying Agent may only be terminated if: (c) (d) (e) (f) (g) (h) effective not later than the date of termination of the appointment of the Paying Agent, a substitute paying agent has been appointed by the Management Company; the new paying agent assumes the rights and obligations of the Paying Agent under the Paying Agency Agreement and, in particular, irrevocably waives all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; such replacement is made in accordance with applicable laws and regulations at the time of such replacement; the Autorité des Marchés Financiers having received prior notice, if required by the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers); the Rating Agencies have received prior notice of such replacement; the Custodian having previously and expressly approved such replacement and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason; notice of any such appointment or change will be given to the Class A1 Noteholders by the Management Company; and the Management Company undertakes that it will ensure that it maintains a paying agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to the EU Savings Directive or any law implementing or complying with, or introduced in order to conform to such EU Savings Directive. 7.3 Replacement at the request of the Paying Agent The Paying Agent may resign and terminate this Agreement on giving 30-calendar days prior written notice to the Management Company and the Custodian, provided that the Paying Agent may only resign if: (c) it has proposed to the Management Company and the Custodian a new paying agent; effective not later than the date of termination of the appointment of the Paying Agent, a substitute paying agent has been appointed by the Management Company; the new paying agent assumes all the rights and obligations of the Paying Agent under the Paying Agency Agreement and, in particular, irrevocably waives all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; PAR

151 (d) (e) (f) (g) (h) (i) such replacement is made in accordance with applicable laws and regulations at the time of such replacement; the Rating Agencies have received prior notice of such replacement; the Custodian and the Management Company having previously and expressly approved such replacement and the identity of the new paying agent; notice of such resignation will be given to each Class A1 Noteholder promptly by the Management Company; such substitute paying agent is in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to the EU Savings Directive or any law implementing or complying with, or introduced in order to conform to, such EU Savings Directive; and the Autorité des Marchés Financiers having received prior notice, if required by the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). 8. LIMITED RECOURSE AND PRESCRIPTION 8.1 Limited Recourse (c) (d) In accordance with article L III of the French Monetary and Financial Code, and notwithstanding any other provision of the Transaction Documents to which the Fund is a party, the recourse of the Noteholders in respect of any claim against the Fund is limited to the Fund s assets and subject to the applicable Priority of Payments as set out in the Fund Regulations. In accordance with article L of the French Monetary and Financial Code, and notwithstanding any other provision of the Transaction Documents to which the Fund is a party, the Fund s assets may only be subject to civil proceedings (mesures civiles d'exécution) to the extent of the applicable Priority of Payments as set out in the Fund Regulations. In accordance with article L of the French Monetary and Financial Code, and notwithstanding any other provision of the Transaction Documents to which the Fund is a party, each Noteholder will be bound by the applicable Priority of Payments as set out in the Fund Regulations even if the Fund is liquidated in accordance with the relevant provisions of the Fund Regulations. The provisions of this paragraph 8.1 will survive the repayment of the Notes. 8.2 Prescription After the Final Legal Maturity Date, any Principal Amount Outstanding of the Notes and any interest due thereon remaining unpaid will be automatically cancelled, so that the Noteholders, after such date, will have no right to assert any claim against the Fund, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date (abandon de créance). 9. REPRESENTATION OF THE NOTEHOLDERS 9.1 The Masse The Class A1 Noteholders and the Class A2 Noteholders of each Series will each be automatically grouped for the defence of their respective common interests in a masse (the Masse ). If, and to the extent that, all Class A1 Notes or all Class A2 Notes of a given Series are held by a single Noteholder, the rights, powers and authority of the relevant Masse will be vested in such Noteholder. The Masse shall be governed by: articles L et seq. of the French Commercial Code and by the French decree no of 23 March 1967, as amended, to the extent such provisions are applicable, given that the Fund, being a debt PAR

152 securitisation Fund (fonds communs de titrisation), has no legal personality and is subject to the provisions of the Fund Regulations; (c) articles L et seq. of the French Monetary and Financial Code; and the laws and regulations governing debt securitisation Funds (fonds communs de titrisation). Notices for calling for a general meeting (assemblée générale) of the Noteholders (a Noteholders Meeting ) and resolutions passed at any Noteholders Meeting and any other decision to be published pursuant to French laws and regulations will be published as provided under Condition 10 (Notices) below. 9.2 Status of each Masse The Masse will be a separate legal entity (personnalité civile) pursuant to the provisions of article L and article L of the French Commercial Code represented by one representative (each a Noteholder Representative ). The relevant Masse alone, to the exclusion of any Noteholder, shall exercise the common rights, actions and benefits which may accrue now or in the future with respect to the relevant class or Series of Notes. 9.3 Noteholder Representative Appointment Any person of French nationality or any citizen of any EU Member State resident in France may be appointed as a Noteholder Representative, provided that the following persons may not be chosen as a Noteholder Representative in respect of the Notes: (i) (ii) (iii) (iv) (v) (vi) the Management Company or the Custodian; any person holding at least ten per cent. (10%) of the share capital of the Management Company and/or the Custodian or in respect of which the Management Company and/or the Custodian holds at least ten per cent. (10%) of the share capital; any person guaranteeing all or part of the obligations of the Fund; the Noteholder Representative in respect of any other class of Notes; the respective managers (gérants), general managers (directeurs généraux), members of the board of directors (conseil d administration) or executive board (directoire) or supervisory board (conseil de surveillance), statutory auditors (commissaires aux comptes) or employees of the above mentioned entities, and their ascendants, descendants and spouses; and the persons to whom the practice of banker is forbidden or who have been deprived of the rights of directing, administering or managing a business in whatever capacity. The initial Noteholder Representative in respect of the Class A1 Notes will be: CACEIS Corporate Trust 1-3, place Valhubert Paris France The Noteholder Representatives in respect of each Series of Class A2 Notes will be appointed by a Noteholders Meeting of the relevant Series if there happen to be more than one holder of the Class A2 Notes of the relevant Series. In the event of death, resignation, retirement or revocation of a Noteholder Representative, a substitute Noteholder Representative will be appointed by a Noteholders Meeting in respect of the relevant class of Notes. PAR

153 Any interested party shall have the right to obtain the name and address of a Noteholder Representative at the office of the Management Company. Powers of a Noteholder Representative Each Noteholder Representative shall, in the absence of any decision to the contrary of the relevant Noteholders Meeting, have the power to make all decisions of management in order to defend the common interests of the holders of the relevant Notes. All legal proceedings against the Class A1 Noteholders or the Class A2 Noteholders of a given Series or initiated by them must be brought against the relevant Noteholder Representative or by it. Any legal proceedings that are not brought in accordance with this provision shall not be legally valid. Neither the Noteholders nor a Noteholders Representative shall be entitled to interfere in the management of the affairs of the Fund. (c) Fees The Fund will pay an annual fee to the Noteholder Representative in respect of the Class A1 Notes in an amount to be equal to 400 (VAT excluded). Such annual fee shall paid accordingly on a annual basis. 9.4 Noteholders' Meetings Convocation of a Noteholders Meetings Noteholders Meetings shall be held in France and at any time, upon convocation by the relevant Noteholder Representative and, as the case may be, by the Management Company. One or more Noteholders holding at least one-thirtieth of the Class A1 Notes or the relevant Series of Class A2 Notes may address to the relevant Noteholder Representative with a copy to the Management Company, a demand for convocation of a Noteholders Meeting in respect of those Notes. If such Noteholders Meeting has not been convened within two (2) months from such demand the Noteholders of the relevant Notes may commission one of them to petition the competent court in Paris to appoint an agent (mandataire) who will call the Noteholders Meeting. There will always be separate Noteholders Meeting for each Masse, i.e. separate meetings for (i) the holders of Class A1 Notes and (ii) the holders of Class A2 Notes of each given Series. Notice of the date, hour, place, agenda and quorum requirements of any Noteholders Meeting will be notified as provided in Condition 10 (Notices) not less than fifteen (15) calendar days prior to the date of the relevant Noteholders Meeting for the first convocation and not less than ten (10) calendar days in the case of a second convocation prior to the date of the reconvened Noteholders Meeting. Each holder of a particular Class A1 Note or a Class A2 Notes of a particular Series shall have the right to participate in any relevant Noteholders Meeting, in person or by proxy. Each such Note carries the right to one vote in any such Noteholders Meeting. Any Noteholder Meeting not convened in accordance with the foregoing provisions shall nonetheless be validly convened if all the relevant Noteholders are present or represented at the Noteholders' Meeting. Powers of Noteholders Meetings Noteholders Meetings are entitled to deliberate on the dismissal and replacement of the relevant Noteholder Representative, all measures intended to ensure the defence of the relevant Noteholders, any other common matter relating to the relevant Notes and the Terms and Conditions relating thereto and on any proposal aimed at amending such Terms and Conditions in respect of the relevant Notes, it being specified that Noteholders Meetings may not increase the obligations of the Noteholders, establish unequal treatment between those Noteholders nor alter the obligations of the Noteholder of any other class or Series of Notes or the Unitholders. (c) Quorum and majority rules PAR

154 Noteholders Meetings may deliberate validly on first convocation only if the holders of the Class A1 Notes or, as applicable, of the Class A2 Notes of the relevant Series present or represented hold at least one fifth of the principal amount outstanding the Class A1 Notes or, as applicable, of the Class A2 Notes of that Series. On second convocation, no quorum shall be required. Decisions at Noteholders Meetings shall be taken at a two-third majority of votes cast by the relevant Noteholders attending, or represented at, such Noteholders Meeting, in accordance with articles L II French Commercial Code. The decisions taken by each Noteholders Meeting for each given Masse, shall apply to the Noteholders and the Notes of that Masse only. (d) Notices of decisions and information of Noteholders Decisions of any Noteholders Meeting must be published in accordance with Condition 10 (Notices) no later than five (5) calendar days from the date of such Noteholders Meeting. Each holder of a particular Class A1 Note or a Class A2 Note of a particular Series or the relevant Noteholder Representative shall have the right, during the fifteen (15) calendar day period preceding the holding of a Noteholders Meeting in respect of the Class A1 Notes or Class A2 Notes of that Series, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at such Noteholders Meeting which will be available for inspection at the head office of the Management Company and at the specified office of the Paying Agent and at any other place as specified in the notice for that Noteholders Meeting. (e) Expenses The Fund will pay all reasonable expenses relating to any notice and publication made in accordance with Condition 10.1 or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of Class A1 Notes or Class A2 Notes of a particular Series, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. 10. NOTICES 10.1 Form of Notice Notices may be given to Noteholders in any manner deemed acceptable by the Management Company provided that all notices to the Noteholders regarding the Class A1 Notes shall be delivered to the relevant Clearing Systems for communication to the relevant Noteholders and shall be, for so long as such Notes are listed on the Paris Stock Exchange (Euronext Paris) and its rules so require, published on the website of the Paris Stock Exchange (Euronext Paris). Notices regarding the Class A2 Notes may be published by the Management Company on its website or through any appropriate medium. All such notices shall be provided to the Rating Agencies and the Autorité des Marchés Financiers. In the event that the Management Company declares the dissolution of the Fund after the occurrence of a Fund Liquidation Event, the Management Company will notify such decision to the Noteholders within ten (10) Business Days. The Management Company may also notify such decision on its website or through any appropriate medium Time of Receipt Each notice shall be deemed to have been received by the Noteholders three (3) Business Days after the date of its publication. 11. ROUNDING All amounts applied to the Notes shall be rounded, if necessary, to the nearest 0.01, with being rounded upwards. PAR

155 12. GOVERNING LAW AND JURISDICTION The Notes shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cour d Appel of Paris. PAR

156 FRENCH TAXATION REGIME The following is a summary limited to certain tax considerations in France relating to the Class A1 Notes that may be issued by the Fund and specifically contains information on taxes on the income from the securities withheld at source. This summary is based on the laws in force as of the date of this Prospectus and are subject to any changes in law. It does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own or dispose of the Class A1 Notes. Each prospective holder or beneficial owner of Class A1 Notes should consult its tax adviser as to the tax consequences of any investment in or ownership and disposition of the Class A1 Notes. French tax treatment Payments of interest and other income made by the Fund with respect to the Class A1 Notes will not be subject to the withholding tax set out under article 125 A III of the Code général des impôts (the French Tax Code ), unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article A of the French Tax Code (a Non-Cooperative State ). If such payments under the Class A1 Notes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable provisions of any applicable double tax treaty) pursuant to article 125 A III of the French Tax Code. Notwithstanding the foregoing, the law provides that the 50% withholding tax set out under article 125 A III of the French Tax Code will not apply if the Fund can prove that the principal purpose and effect of a particular issue of Class A1 Notes was not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to the French tax authorities guidelines (BOI-ANNX #90), an issue of Class A1 Notes will benefit from the Exception without the Fund having to provide any proof of the purpose and effects of such issue of Class A1 Notes if such Class A1 Notes are: (i) (ii) (iii) offered by means of a public offer within the meaning of Article L of the French Monetary and Financial Code or pursuant to an equivalent offer in a State or territory other than a Non-Cooperative State (for this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority); or admitted to trading on a French or foreign regulated market or a multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, the operation of such market is carried out by a market operator or an investment services provider or a similar foreign entity, and (c) such market operator, investment services provider or entity is not located in a Non- Cooperative State; or admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L of the French Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A1 Notes, and, subject to their effective listing, the Exception will apply in respect of such Class A1 Notes. Consequently, under current law, all payments of principal or interest by the Fund in respect of the Class A1 Notes will be made free from any withholding or deduction for or on account of any tax imposed in France. However, these principles are not exhaustive and may be modified by any legislative or regulatory amendment or any change in their implementation introduced by tax authorities after the date of this Prospectus. It is the responsibility of each potential subscriber or purchaser of offered Class A1 Notes to enquire, through its usual advisor, into the tax consequences of such a subscription or purchase, holding, or transmission of offered Class A1 Notes under French law and any other applicable laws. Payments of principal and interest in respect of the Class A1 Notes shall be made net of any withholding tax (if any) applicable to the Class A1 Notes in the relevant State or jurisdiction and neither the Fund nor the Paying Agent shall be under any obligation to gross up such amounts or to pay any additional amounts as a consequence (see Condition 6.3 of the Notes). PAR

157 EU Directive on the Taxation of Savings Income The Savings Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual in another Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise. In relation to French taxation, the Savings Directive has been implemented in French law under article 242 ter of the French Tax Code and articles 49 I ter to 49 I sexies of the Schedule III to the French Tax Code. These provisions impose on paying agents based in France an obligation to report to the French tax authorities certain information with respect to interest payments made to beneficial owners domiciled in another Member State (or certain territories), including, among other things, the identity and address of the beneficial owner and a detailed list of the different categories of interest (within the meaning of the Savings Directive) paid to that beneficial owner. PAR

158 THE FUND ACCOUNTS The Fund Account Bank Appointment of the Fund Account Bank Pursuant to the terms of the Fund Account and Cash Management Agreement, Natixis has been appointed by the Custodian, with the prior consent of the Management Company, as the Fund Account Bank in order to open in its books, maintain and operate the Fund Accounts. In particular, the Fund Account Bank will act upon instructions of the Management Company, under the control of the Custodian, in relation to the operations of the Fund Accounts as are explicitly provided in the Fund Account and Cash Management Agreement. Termination of appointment Replacement at the request of the Custodian Pursuant to the Fund Account and Cash Management Agreement, the Custodian (i) may, on request of the Management Company and on giving a 30-calendar day prior written notice to the Fund Account Bank and (ii) if, on any date, the Fund Account Bank ceases to be an Eligible Bank, shall, within fifteen (15) Business Days of that date, terminate the appointment of the Fund Account Bank by giving a corresponding prior written notice of such termination to the Fund Account Bank, and appoint a substitute account bank within that period, provided that such termination shall not become effective unless the appointment of such new account bank has become effective and provided in addition that: (c) (d) (e) (f) (g) a new fund account bank has been appointed by the Custodian; the substitute fund account bank is an Eligible Bank; the new fund account bank assumes all of the rights and obligations of the Fund Account Bank with respect to the operation of the Fund Accounts and, in particular, irrevocably waives all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; the Fund Accounts shall have been transferred in the books of the substitute fund account bank; the Rating Agencies have received prior notice of such replacement; the Management Company has given its prior consent to such substitution, such consent not to be unreasonably withheld; and such replacement is made in accordance with applicable laws and regulations at the time of such replacement. Replacement at the request of the Fund Account Bank Pursuant to the Fund Account and Cash Management Agreement, the Fund Account Bank may resign on giving 30-calendar days prior written notice to the Management Company and the Custodian, provided that the Fund Account Bank may only resign if: (c) (d) a new fund account bank has been appointed by the Custodian; the substitute fund account bank is an Eligible Bank; the new fund account bank assumes all of the rights and obligations of the Fund Account Bank with respect to the operation of the Fund Accounts and, in particular, irrevocably irrevocably waives all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; the Rating Agencies have received prior notice of such replacement; PAR

159 (e) (f) (g) the Fund Accounts shall have been transferred in the books of the substitute fund account bank; the Management Company has given its prior consent to such substitution, such consent not to be unreasonably withheld; and such replacement is made in accordance with applicable laws and regulations at the time of such replacement. Termination on the Fund Liquidation Date The Fund Account and Cash Management Agreement shall terminate automatically on the Fund Liquidation Date. Opening of the Fund Accounts Pursuant to the Fund Account and Cash Management Agreement and no later than on the Closing Date, the Custodian will instruct the Fund Account Bank to open in its books, the General Account, the Distribution Account, the Interest and Fees Reserve Account. Bank. A securities account shall be associated with each Fund Account opened in the books of the Fund Account The Management Company shall execute, with the Custodian, any agreements necessary for the management of such bank accounts and any sub-accounts. Neither the Management Company nor the Custodian are entitled to pledge, assign, delegate or, more generally, grant any title in or right whatsoever over the Fund Accounts to third parties. Credit and debit of the Fund Accounts The Fund Accounts shall be operated as follows: the General Account which shall be: (i) (ii) (iii) (iv) (v) (vi) on the Closing Date, credited with the proceeds of the Notes; on the Closing Date, debited by the Initial Net Cash Amount to be paid by the Fund to the Seller on such date; on each Weekly Settlement Date during the Replenishment Period, debited by the amount of the Fund Excess Cash Amount (FECA) due and payable by the Fund to Natixis Factor on such Weekly Settlement Date, as the case may be or credited with the Fund Missing Cash Amount (FMCA) due and payable by Natixis Factor to the Fund on such Weekly Settlement Date; on each Monthly Settlement Date during the Replenishment Period, debited by the amount of the Net Cash Amount due by the Fund to Natixis Factor (NCAF) due and payable by the Fund to Natixis Factor on such Monthly Settlement Date, as the case may be or credited with the Net Cash Amount due by Natixis Factor to the Fund (NCAS) due and payable by Natixis Factor to the Fund on such Monthly Settlement Date; on each relevant Monthly Settlement Date during the Replenishment Period, debited by the Monthly Senior Decrease Amount, to be transferred to the Distribution Account on that Monthly Settlement Date (as the case may be); on each Monthly Distribution Date during the Replenishment Period, credited with the proceeds of the Class A2 Notes issued on that date, as the case may be; PAR

160 (vii) (viii) (ix) (x) (xi) in case of issue, further to an Extension, of New Notes on the Monthly Distribution Date immediately preceding the Scheduled Replenishment Period, credited with the proceeds of such New Notes on such Monthly Distribution Date; on each Monthly Settlement Date (except on the Monthly Settlement Date falling immediately prior to the Notes Final Amortisation Date) during the Amortisation Period, credited with the Interest Amounts and Fund Expenses to be paid on the next Monthly Distribution Date; on the Monthly Settlement Date falling immediately prior to the Notes Final Amortisation Date, credited with all the moneys standing to the credit of the Interest and Fees Reserve Account; on each Monthly Distribution Date, debited in accordance with the applicable Priority of Payments; and on each Business Day, after an Accelerated Collection Event has occurred and is continuing, credited with the credit balance standing on the Specially Dedicated Accounts as of the close of business on the immediately preceding Business Day. the Distribution Account which shall be: (i) (ii) (iii) on each relevant Monthly Settlement Date during the Replenishment Period, credited with the Monthly Senior Decrease Amount to be paid on the next Monthly Distribution Date (as the case may be); on each Monthly Settlement Date during the Replenishment Period, credited with the Interest Amounts and Fund Expenses to be paid on the next Monthly Distribution Date; and on each Monthly Distribution Date during the Replenishment Period, debited in accordance with the applicable Priority of Payments; and (c) the Interest and Fees Reserve Account which shall be: (i) (ii) (iii) (iv) (v) on the Closing Date, credited with the proceeds of the issue of the Specific Units; on each Monthly Settlement Date (except on the Monthly Settlement Date falling immediately prior to the Notes Final Amortisation Date), debited by the amount of the Interest Amounts and Fund Expenses to be paid on the next Monthly Distribution Date, which amount shall be credited to the Distribution Account (during the Replenishment Period) or to the General Account (during the Amortisation Period); on each Monthly Settlement Date during the Replenishment Period, debited by the Specific Net Amount due by the Fund (SNAF) to be paid on such Monthly Settlement Date, as the case may be; on each Monthly Settlement Date during the Replenishment Period, credited with the Specific Net Amount due by Natixis Factor (SNANF) to be paid on such Monthly Settlement Date, as the case may be; and on the Monthly Settlement Date falling immediately prior to the Notes Final Amortisation Date, debited by all the moneys standing to its balance, which moneys shall be credited to General Account. In accordance with the provisions of the Fund Regulations, the Management Company will give such instructions as are necessary to the Custodian and the Fund Account Bank to ensure that each of the Fund Accounts is credited or, as the case may be, debited in the manner described above. PAR

161 No debit balance Any payment or provision for payment will be made by the Management Company only out and to the extent of the credit balance of the Fund Accounts and subject to the application of the relevant Priority of Payments. The Fund Accounts will never have a debit balance at any time during the life of the Fund. In the event that a written instruction of the Management Company (for the avoidance of doubt, even if such instruction complies with the provisions of the Fund Regulations and the Priority of Payments) would result in a debit balance of any Fund Account, the Custodian shall be entitled to suspend the execution of such instruction, even in the case where such suspension would lead to an overdue payment to the relevant beneficiary including, without limitation, the Noteholders and the Unitholders. Governing Law The Fund Account and Cash Management Agreement is governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction of the Cour d Appel of Paris. PAR

162 LIMITED RECOURSE Limited recourse in respect of the Fund Under the Transaction Documents, each party thereto (other than the Fund) has: (c) irrevocably waived all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Fund; agreed that any amounts due by the Fund to any party shall only be paid up to the extent of the Fund Available Cash and always in accordance with and subject to the Fund Regulations, including, without limitation, the applicable Priority of Payments, by which each such party has expressly and irrevocably agrees to be bound; further acknowledged and agreed that: (i) (ii) (iii) pursuant to article L III of the French Monetary and Financial Code, the provisions of Book VI of the French Commercial Code (which govern insolvency proceedings in France) are not applicable to the Fund; in accordance with article L III of the French Monetary and Financial Code, the Fund is liable for its debts ( est tenu de ses dettes) to the extent of its assets (qu'à concurrence de son actif) and in accordance with the rank of its creditors as provided by law (selon le rang de ses créanciers défini par la loi) or, pursuant to article L of the French Monetary and Financial Code, in accordance with the provisions of the Fund Regulations; and in accordance with article L of the French Monetary and Financial Code, the Fund's assets may only be subject to civil proceedings (mesures civiles d'exécution) to the extent of the applicable Priority of Payments as set out in the Fund Regulations. Limited Recourse in respect of the subscriber of Class A2 Notes Under the Class A2-1 Notes Subscription Agreement, the Class A2 Initial Subscriber will be taking the form of a société de titrisation à compartiments acting through a compartment (the Compartment ) may, but shall in no circumstances be obliged to, subscribe the Class A2 Notes issued from time to time by the Fund. Notwithstanding any other provision in any Transaction Documents, each of the parties (other than the Compartment) has acknowledged and agreed that: (i) (ii) (iii) (iv) it irrevocably waives all rights of contractual recourse, of any form, nature, and on any ground whatsoever, which it may have against the Compartment; in accordance with article L of the French Monetary and Financial Code, the assets of the Compartment may be subject to civil enforcement proceedings (mesures civiles d exécution) but without prejudice to the orders of priority as referred to in the by-laws (statuts) of the Compartment; in accordance with article L of the French Monetary and Financial Code, the assets of the Compartment shall only be allocated to pay the debts, undertakings and obligations of the Compartment and shall only benefit from the rights and assets relating to the Compartment; in accordance with article L III of the French Monetary and Financial Code, the Compartment shall only be liable for its debts ( est tenu de ses dettes) to the extent and up to its assets (qu à concurrence de son actif) and subject to the order of priority of its creditors as provided by law (selon le rang de ses créanciers défini par la loi) or, pursuant to article L of the French Monetary and Financial Code, in accordance with the provisions of its by-laws (statuts) or of the agreements entered into by it; and PAR

163 (v) in accordance with article L III of the French Monetary and Financial Code, the provisions of Book VI of the French Commercial Code do not apply to the Compartment. PAR

164 CREDIT STRUCTURE Representations and warranties related to the Receivables In accordance with the provisions of the Master Receivables Transfer and Servicing Agreement, the Seller will give certain representations and warranties relating to the transfer of Transferred Receivables to the Fund, including as to the compliance of the Transferred Receivables with the Eligibility Criteria. For the purposes of guaranteeing the payment on due date of sums due to the Noteholders and the Unitholders, the Fund may also benefit from any Ancillary Rights, attached to any Transferred Receivable, as the case may be. Without prejudice to such representations and warranties and the provisions of the Master Receivables Transfer and Servicing Agreement, the Seller does not guarantee the solvency of the Debtors or the existence or effectiveness of the related Ancillary Rights. See Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES. Interest and Fees Reserve Funding of the Interest and Fees Reserve The proceeds of the Specific Units issued by the Fund on the Closing Date will be used to fund the credit balance of the Interest and Fees Reserve Account so that the balance of such account is equal to the Interest and Fees Reserve Required Amount applicable on the Closing Date. Use and adjustment of the Interest and Fees Reserve During the Replenishment Period, the Interest and Fees Reserve Account shall be: (c) on each Monthly Settlement Date, debited by the amount of Interest Amounts and Fund Expenses to be paid on the next Monthly Distribution Date, which amount shall be credited to the Distribution Account; on each Monthly Settlement Date, debited by the Specific Net Amount due by the Fund (SNAF) to be paid on such Monthly Settlement Date, as the case may be; on each Monthly Settlement Date, credited with the Specific Net Amount due by Natixis Factor (SNANF) to be paid on such Monthly Settlement Date, as the case may be. Use during the Amortisation Period On the Monthly Settlement Date preceding each Monthly Distribution Date occurring after the end of the Replenishment Period, the Management Company shall (i) if such Monthly Distribution Date is not the Notes Final Amortisation Date, transfer the Interest Amounts and Fund Expenses to be paid on the next Monthly Distribution Date from the Interest and Fees Reserve Account to the General Account or (ii) if such Monthly Distribution Date corresponds to the Notes Final Amortisation Date, transfer all the money standing into the Interest and Fees Reserve Account to the General Account. Credit Enhancement Mechanisms Credit enhancement for the Notes will be provided by: (i) the Overcollateralization Rate, being the dynamic rate which shall be indicated on the Initial Information Date and thereafter computed by the Management Company on each Weekly Information Date following a Monthly Reporting Date and applied to the relevant Net Fundable Receivables Amount in order to protect the Notes against credit and dilution risks embedded in the transferred portfolio. The Overcollateralization Rate shall be computed in compliance with selected Rating Agencies PAR

165 methodologies so that the Rated Notes bear a rating up to AAAsf by Fitch and Aaa (sf) by Moody s as described in Appendix II. During the Replenishment Period, this rate shall be reset on each Monthly Information Date according to the historical and monthly monitoring of the payment and dilution performances of the Transferred Receivables; (ii) (iii) (iv) the subordination of payments of interests due in respect of the Units to the payments of interests due in respect of the Notes; the subordination of payments of principal due in respect of the Units to the payments of principal due in respect of the Notes; and the Interest and Fees Reserve, credit of which is designed so that the Fund can pay the Interest Amounts due and payable under the Class A1 Notes and the Class A2 Notes and the Fund Expenses on several Monthly Distribution Dates even in the absence of Collections transferred to the Fund. The credit enhancement shall take into account the Transferred Receivables which are subject to a repurchase by the Seller pursuant to the Master Receivables Transfer and Servicing Agreement. In the event that the credit enhancement provided by the Interest and Fees Reserve is reduced to zero without any possibility of being further increased by debiting the General Account and the protection provided by Units is reduced to zero, the Noteholders will directly bear the risk of loss of principal and interest related to the Transferred Receivables. PAR

166 The Fund Cash Manager Appointment FUND CASH MANAGEMENT AND INVESTMENT RULES Pursuant to the Fund Account and Cash Management Agreement, the Fund Cash Manager shall provide certain investment or cash management services, upon the instructions of the Management Company, in relation to the Fund Available Cash standing from time to time to the credit of the Fund Accounts between two (2) Weekly Settlement Dates. The investment of any Fund Available Cash shall be made in accordance with the provisions described below. The Fund Available Cash shall not be the object of cash management services and invested in Authorised Investments if the amount of Fund Available Cash of a Fund Account is not at least equal to EUR10,000,000, it being agreed that in such case, the Fund Available Cash will bear interest at a rate equal to the greater between (i) 0 (zero) and (ii) Eonia % in accordance with the Fund Account and Cash Management Agreement. Termination of appointment Replacement at the request of the Management Company The Management Company may, by not less than 30-calendar day prior written notice to the Fund Cash Manager (with a copy to the Custodian), terminate this Agreement and any other arrangements with the Fund Cash Manager hereunder, but without prejudice to any then existing rights and liabilities of the Parties, in the event that the Fund Cash Manager is not an Eligible Bank anymore, is not licensed anymore, as the case may be, to provide the services contemplated in this Agreement or for any other reason whatsoever, provided, however, that the Management Company shall not terminate this Agreement unless the following conditions are satisfied: (c) (d) a substitute cash manager has been appointed by the Management Company, with the prior consent of the Custodian (such consent not being unreasonably withheld or delayed); the substitute cash manager shall be an Eligible Bank; the substitute cash manager shall be duly licensed, as the case may be, to provide the services contemplated in this Agreement; and the substitute cash manager has agreed with the Management Company and the Custodian to perform the duties and obligations of the Fund Cash Manager pursuant to a new cash management agreement to be entered into between the substitute cash manager, the Management Company and the Custodian, upon terms satisfactory to the Management Company and the Custodian. Replacement at the request of the Fund Cash Manager The Fund Cash Manager may resign its appointment at any time by giving a 30-calendar days prior written notice to the Management Company (with a copy to the Custodian), provided, however, that such resignation shall not take effect until the following conditions are satisfied: (c) (d) a substitute cash manager has been appointed by the Management Company, with the prior consent of the Custodian (such consent not being unreasonably withheld or delayed); the substitute cash manager shall be an Eligible Bank; the substitute cash manager shall be duly licensed, as the case may be, to provide the services contemplated in this Agreement; and the substitute cash manager has agreed with the Management Company and the Custodian to perform the duties and obligations of the Fund Cash Manager pursuant to a new cash management agreement to be entered into between the substitute cash manager, the Management Company and the Custodian, upon terms satisfactory to the Management Company and the Custodian. PAR

167 Authorised Investments The Management Company has instructed the Fund Cash Manager to only invest the Fund Available Cash standing from time to time to the credit of the Fund Account in the following investments: 1. deposits with a credit institution as referred to in paragraph 1 of article R of the French Monetary and Financial Code, the short-term unsecured and unsubordinated debt obligations of which are rated at least A (long term) by Fitch and F1 (short term) by Fitch and P-1 (short term) and/or A2 (long term) by Moody s, provided that such deposits shall be able to be withdrawn or repaid at any time, so that upon the Fund's request the corresponding funds shall be made available within 24 hours; 2. treasury bills (bons du trésor) denominated in Euros which are rated at least (x) AA- (long term) by Fitch and F1+ (short term) by Fitch, where residual maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch (and, if equal to A, Fitch has not publicly announced that such rating is on rating watch negative ) and F1 (short term), where residual maturities are up to 30 calendar days and (y) Aaa by Moody s; 3. debt instruments (titres de créances) referred to in paragraph 3 of article R of the French Monetary and Financial Code, denominated in Euros and rated by Fitch and Moody s as follows, subject to such securities being admitted for trading on a regulated market located in a European Economic Area member state and not conferring any direct or indirect right to the share capital of any company: (A) (B) the issuer of the securities shall be rated at least AA- (long term) by Fitch (and, if equal to AA-, Fitch has not publicly announced that such rating is on rating watch negative ) and F1+ (short term) by Fitch; and the relevant securities shall be rated (x) at least AA- (long term) by Fitch (and, if equal to AA-, Fitch has not publicly announced that such rating is on rating watch negative ) and F1+ (short term) by Fitch, where residual maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch and F1 (short term), where residual maturities are up to 30 calendar days and (y) P-1 (short term) by Moody s; and 4. negotiable debt instruments (titres de créances négociables) within the meaning of articles L et seq. of the French Monetary and Financial Code, denominated in Euros, which shall be rated at least AA- (long term) by Fitch and F1+ (short term) by Fitch and Aaa (for long-term securities) by Moody s and P-1 by Moody s (for the short-term debt securities), it being understood that the Management Company will ensure that the Fund Cash Manager complies with the investment rules described below. Investment rules The Fund Cash Manager shall be only authorised to invest the Fund Available Cash in the Authorised Investments, as defined in the Fund Regulations. The Management Company will authorise the Fund Cash Manager to arrange for the investment of the Fund Available Cash, upon the following terms: subject to the provisions of this Clause 6.2, the Fund Cash Manager shall have the discretionary right to propose to the Management Company the manner in which the Fund Available Cash shall be invested in Authorised Investments; and the Fund Cash Manager will manage (under its own responsibility vis-à-vis the Management Company) the Fund Available Cash as invested in accordance with, and subject to, the provisions of this Agreement and the Fund Regulations, provided that the Management Company shall remain liable vis-à-vis the Noteholders and the Unitholders for the control and verification of the implementation by the Fund Cash Manager of the investment rules set out herein. PAR

168 The securities shall have a stated maturity date and shall not be disposed of before their maturity date, except in exceptional circumstances under instructions of the Management Company, when justified by the need to protect the interests of the Noteholders and of the Unitholders, such as when the situation of the issuer of the securities gives cause for concern, where there is a risk of market disruption or of inter-bank payment disruption at the maturity date of the relevant securities. Each investment shall have a maturity date which fall (1) at the latest (i) during the Replenishment Period, on the Weekly Settlement Date immediately following the date on which such investment is made and (ii) during the Amortisation Period, on the Monthly Settlement Date immediately following the date on which such investment is made and (2) in any case, no later than on the Final Legal Maturity Date. These investment rules aim at removing any risk of loss in principal and to provide for a selection of securities whose credit quality does not risk a review of the ratings of the Rated Notes. The Management Company and the Fund Cash Manager have agreed that the Fund Cash Manager shall take into account on each relevant date of investment the yield offered by such Authorised Investment as the Fund Cash Manager may select and the liquidity of such Authorised Investment on the secondary market. Governing law The Fund Account and Cash Management Agreement shall be governed by French law and all claims and disputes arising in connection therewith will be subject to exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cour d Appel of Paris. PAR

169 LIQUIDATION OF THE FUND Introduction Pursuant to the Master Receivables Transfer and Servicing Agreement and the Fund Regulations, the Management Company shall be entitled to declare the early liquidation of the Fund in the circumstances described below. Except in such circumstances, the Fund would be liquidated on the date falling six months after the extinction of the last Transferred Receivable allocated to the Fund. Fund Liquidation Events The Management Company may declare the early liquidation of the Fund and liquidate the Fund in one single transaction upon the occurrence of any of the following events (such event being referred to, if such dissolution is declared, as a "Fund Liquidation Event"): (c) (d) (e) the liquidation is in the interest of the Unitholders and Noteholders; or the Notes and the Units issued by the Fund are held by a single holder and such holder requests the liquidation of the Fund; or the Notes and the Units issued by the Fund are held solely by the Seller and the Seller requests the liquidation of the Fund; or at any time, the Outstanding Balances (capital restant dû) of the Transferred Receivables not yet due (non échues) held by the Fund falls below 10% of the maximum aggregate of the Outstanding Balances (capital restant dû) of the Transferred Receivables not yet due (non échues) recorded since the Closing Date and the Seller requests the liquidation of the Fund under a clean-up offer; or the Seller requests to repurchase all outstanding Transferred Receivables, in accordance with the Master Receivables Transfer and Servicing Agreement. Purchase of the Transferred Receivables If any of the above events occurs: (i) (ii) in respect of (e) above, the Seller shall be obliged to repurchase all the Transferred Receivables comprised within the Assets of the Fund in a single transaction; in respect of other events, the Management Company will propose to the Seller to purchase all the Transferred Receivables comprised within the Assets of the Fund in a single transaction, provided that in such case the Seller shall always be entitled to turn down any clean-up offer made by the Management Company, and provided further that: (1) the repurchase price of the Transferred Receivables shall be based on the fair market value of receivables having similar characteristics to the Receivables comprised within the Assets of the Fund, having regard to the aggregate Outstanding Balances of those Transferred Receivables and the other amounts accrued and payable in connection with the said Receivables; and (2) in addition, such repurchase price (taking into account for this purpose the Fund Available Cash) must be sufficient to enable the Fund to pay in full all amounts outstanding in respect of the Notes after payment of all other amounts due by the Fund and ranking senior to the Notes of each class in accordance with the applicable Priority of Payments. The repurchase of the Transferred Receivables comprised within the Assets of the Fund in the circumstances described above will take place on a Weekly Settlement Date immediately preceding a Monthly Distribution Date, and at the earliest on the first Weekly Settlement Date following the date on which the relevant Fund Liquidation Event will have been declared by the Management Company. The repurchase price will be credited to the General Account by the Seller by no later than on the relevant Weekly Settlement Date. PAR

170 If the repurchase of the Transferred Receivables by the Seller in accordance with the conditions set out above does not occur for whatever reason, the Management Company may offer for purchase the Transferred Receivables remaining among the Assets of the Fund to any entity qualified to acquire the Transferred Receivables, on the same terms and conditions. The Management Company shall not declare a Fund Liquidation Event to have occurred under events to (e) (included) above unless and until it has found an entity having agreed to purchase the Transferred Receivables in accordance with the above. Liquidation Procedure of the Fund The Management Company, pursuant to the provisions of the Fund Regulations, shall be responsible for the liquidation procedure in the event of any liquidation of the Fund. In this respect, it has full authority to dispose of the Assets of the Fund, to pay the Noteholders and the Unitholders and the potential creditors in accordance with the relevant Priority of Payments and to distribute any Fund Liquidation Surplus. The statutory auditor and the Custodian shall continue to exercise their duties until the completion of the liquidation procedure of the Fund. The Fund Liquidation Surplus, if any, shall be paid to the Subordinated Unitholders. PAR

171 MODIFICATIONS The Management Company and the Custodian may agree to any modification of the elements contained in the Prospectus, except in the case of a transfer of the management further to a withdrawal of the licence of the Management Company, in respect of which the decision is taken solely by the Custodian. Other than for amendments of a minor or mere technical nature, amendments to the Transaction Documents shall be made provided that the Rating Agencies have received prior notice of any amendment. After the listing of the Class A1 Notes on the Paris Stock Exchange (Eurolist by Euronext Paris S.A.), any event which may have an impact on the Class A1 Notes and any modification of characteristic elements (éléments caractéristiques) contained in the Prospectus shall be made public in accordance with article of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). Any new facts or any error or inaccuracy relating to the information contained in the Prospectus which may have a material impact on the valuation of the Class A1 Notes is mentioned in a complementary information note (note complémentaire) which, prior to its diffusion, is submitted to the approval of the Autorité des Marchés Financiers, and subject to the prior notification of the Rating Agencies. PAR

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

173 GENERAL ACCOUNTING PRINCIPLES GOVERNING THE FUND The accounts of the Fund shall be prepared in accordance with the recommendations of the French Conseil National de la Comptabilité (the National Accounting Board) as set out in its avis no dated 24 June 2003 implemented by Regulation of the French Comité de la Règlementation Comptable no dated 2 October Transferred Receivables and income The Transferred Receivables shall be recorded on the Fund s balance sheet at their nominal value. The potential difference between the purchase price and the nominal value of the receivables, whether positive or negative, shall be carried in an adjustment account on the asset side of the balance sheet. This difference shall be carried forward on a pro rata and pari passu basis of the amortisation of the Transferred Receivables. The interest on the Transferred Receivables shall be recorded in the income statement, pro rata temporis. The accrued and overdue interest shall appear on the asset side of the balance sheet in an apportioned receivables account. Delinquencies or defaults on the Transferred Receivables existing as at the Weekly Settlement Date on which they are transferred are recorded in an adjustment account on the asset side of the balance sheet. This amount shall be carried forward on a temporary pro rata basis over a period of 12 months. The Transferred Receivables that are accelerated by the Servicer pursuant to the terms and conditions of the Master Receivables Transfer and Servicing Agreement and in accordance with the Servicing Procedures shall be accounted for as a loss in the account for defaulted assets. Issued Notes and Units and income The Notes and the Units shall be recorded at their nominal value and disclosed separately in the liability side of the balance sheet. Any potential differences, whether positive or negative, between the issuance price and the nominal value of the Notes and the Units be recorded in an adjustment account on the liability side of the balance sheet. These differences shall be carried forward on a pro rata and pari passu basis of the amortisation of the Transferred Receivables. The interest due with respect to the Notes and the Units shall be recorded in the income statement pro rata temporis. The accrued and overdue interest shall appear on the liability side of the balance sheet in an apportioned liabilities account. Expenses, fees and income related to the operation of the Fund The various fees and income paid to the Custodian, the Management Company, the Servicer, the Paying Agent, the Fund Cash Manager and the Fund Account Bank shall be recorded, as expenses, in the accounts pro rata temporis over the accounting period. All costs related to the establishment of the Fund shall be borne by the Seller. Fund Available Cash Investment The income generated from the Fund Available Cash investments shall be recorded in the income statement pro rata temporis. Income The net income shall be posted to a retained earnings account. Fund Liquidation Surplus The Fund Liquidation Surplus shall consist of the income arising from the liquidation of the Fund and the retained earnings. PAR

174 Duration of the accounting periods Each accounting period of the Fund shall be 12 months and begin on 1 January and end on 31 December, save for the first accounting period of the Fund which shall begin on the Closing Date and end on 31 December Accounting information of the Fund The accounting information with respect to the Fund shall be provided by the Management Company, under the supervision of the Custodian, in its annual report of activity and half-yearly report of activity in relation to the Fund, pursuant to the applicable accounting standards as set out in the relevant Fund Regulations. The accounts of the Fund will be subject to certification by the statutory auditor of the Fund. PAR

175 FUND EXPENSES In accordance with the Fund Regulations, the Fund Expenses are the following and are paid to their respective beneficiaries pursuant to the relevant Priority of Payments. Any tax or cost to be borne by the Fund, if any, would also constitute Fund Expenses. Designation Amount of the annual fee Management Company Fee - an annual fee of (VAT excluded) per annum Additional Fees: - in case of any substantial amendments in relation to any of the Transaction Documents, or the review of any new agreement, an upfront additional fee comprised between 5,000 to 15,000 (VAT excluded) - in the framework of the restitution daily process, each daily batch (which will consist in controlling and performing the restitution IT files provided by Natixis Factor to the Management Company with respect to a given daily cut-off date) carried out by the Management Company, a fee amounting to 35 (VAT excluded) - in case of any other amendments, waivers, substitution of actors initially party to the transaction (except initial appointed Servicer or new Noteholders) or any structural modifications, legal proceedings, litigation or default situation, search for/or appointment of any service providers or third parties occurring after the Closing Date (except a change of servicer), a fee calculated on the following basis (VAT excluded): (A) Senior management members: EUR 2,000 per day; (B) Senior officers: EUR 1,000 per day; (C) Junior officers: EUR 500 per day. - in case of substitution of the Frequency of payment Monthly Distribution Date in arrear Each amendment Each specific intervention Each specific intervention PAR

176 Statutory auditor s fees(*): Servicer s fees: Custodian s fees: Fund Account Bank fees Fund Cash Manager s fees Paying Agent s fees: Rating Agencies fees(*): Servicer to any of the Transaction Documents, additional fee of 15,000 ads exceptional upfront fee and 6,000 as additional running fee (VAT excluded) - upon occurrence of a Fund Liquidation Event occurring within the first year following the Closing Date, a liquidation fee of 20, 000 (VAT excluded) - upon occurrence of a Fund Liquidation Event occurring within the second year following the Closing Date, a liquidation fee of 15, 000 (VAT excluded) - upon occurrence of a Fund Liquidation Event occurring within the third year following the Closing Date, or when the normal liquidation date arises, a liquidation fee of 10, 000 (VAT excluded). 9,500 (VAT excluded) covering two (2) audits a year plus ancillary fees and expenses Servicing Fee: 80,000 (VAT excluded) 25,000 (VAT excluded) 15,000 (VAT excluded) per annum 10,000 (VAT excluded) per annum 500 (VAT excluded) per payment of interest under the Class A1Notes plus 500 (VAT excluded) per payment for each early redemption or buyback or assimilation under the Class A1 Note plus 1,180 (VAT excluded) for the administrative servicing of the registered accounts 45,000 (VAT excluded) per annum Each specific intervention Fund Liquidation Date Fund Liquidation Date Fund Liquidation Date Annually as at receipt on the relevant invoice Monthly Distribution Date in arrear Monthly Distribution Date in arrear Monthly Distribution Date in arrear Monthly Distribution Date in arrear on the relevant Monthly Distribution Date on the relevant Monthly Distribution Date annually in arrear, on Monthly Distribution Dates Annually in arrear upon receipt on the relevant invoice Noteholders Representative s 400 (VAT excluded) Annually in arrear upon PAR

177 fees: receipt on the relevant invoice (*) These fees may, subject to an agreement between the relevant provider and Natixis Factor, be directly supported by Natixis Factor. PAR

178 INFORMATION RELATING TO THE FUND The Management Company shall publish information relating to the Fund in accordance with the then current and applicable accounting rules and practices. Annual Information Within four (4) months after the end of each financial year, the Management Company shall prepare and publish, in accordance with the then current and applicable accounting rules and practices and under the supervision of the Custodian, an annual report of activity which shall include: 1. an annual accounting documents, with their certification notice by the statutory auditor. The accounting documents are the following: the inventory of the Assets of the Fund including: (i) (ii) (iii) the inventory of the portfolios of the Transferred Receivables allocated to the Fund; the inventory of any other assets purchased by, and financial contracts entered into by, the Fund; and the amount and the distribution of the Fund Available Cash; the annual accounts including: (i) (ii) (iii) the Fund s balance sheet; the Fund s income statement; and the appendix describing the accounting methods applied and, if appropriate, a detailed report on the debts of the Fund and the guarantees received. 2. an annual activity report including: (c) (d) the amount and proportion of all fees and expenses borne by the Fund during each Interest Period of the financial year; the amount of the Fund Available Cash by reference to the Assets of the Fund; a description of the transactions carried out by the Fund during the course of each Interest Period of the financial year; and information relating to the Transferred Receivables, to any other assets owned by, and any financial contracts entered into by, the Fund and the Notes. 3. any changes made to the rating reports on the Class A1 Notes and Class A2-1 Notes and to the main features of the Prospectus and any event which may have an impact on the Rated Notes. report. The statutory auditor shall attest to the accuracy of the information contained in the annual activity Half-yearly Information Within three (3) months after the end of the first half of the financial year, the Management Company shall prepare and publish, in accordance with the then current and applicable accounting rules and practices and under the supervision of the Custodian, a report of activity for the first half of the year which shall include: PAR

179 1. the financial statements prepared by the Management Company mentioning their review by the statutory auditor; these financial statements shall be prepared on a half-yearly basis including the inventory of the assets as specified in paragraph 1 of the above section entitled Annual Information and the statement as to the liabilities; 2. the information specified in paragraphs 2, 2(c) and 2(d) of the above section entitled Annual Information ; and 3. any changes made to the rating reports on the Class A1 Notes and the Class A2-1 Notes and to the main features of the Prospectus and any event which may have an impact on the Notes issued by the Fund. The statutory auditor certifies that the information contained in the report of activity for the first half of the fiscal year is true and accurate. Upon request, the Management Company or the Custodian will forward, free of charge, copies of such reports and accounts to the Noteholders. Such reports and accounts shall be provided to the Autorité des Marchés Financiers. Additional Information The Management Company shall publish on its internet website, or through any other means that it deems appropriate, any information regarding the Seller, the Servicer, the Receivables, the Notes and the management of the Fund which it considers significant in order to ensure adequate and accurate information for the Noteholders. In particular, the Management Company shall make available and shall publish on its internet website, on each Monthly Settlement Date, the Investor Report. An overview of the retention of the material net economic interest by Natixis Factor in compliance with the Capital Requirements Directive will be provided in the Investor Report The Management Company will publish under its responsibility any additional information as often as it deems appropriate according to the circumstances affecting the Fund. Availability of information The annual report, the interim report and all other documents prepared and published by the Fund shall be provided by the Management Company to the Noteholders who request such information and made available to the Noteholders at the premises of the Custodian. The above information shall be published on Such information will also be provided to the Rating Agencies and the Paris Stock Exchange. Furthermore, the Management Company will provide the Rating Agencies with copies of all reports and data in electronic form as may be agreed between the Management Company and the Rating Agencies from time to time. PAR

180 SUBSCRIPTION AND SALE Placement of the Class A1 Notes Subject to the terms and conditions set out in the Class A1 Notes Placement Agreement, the Lead Manager has, subject to certain conditions precedent, agreed for the benefit of the Fund and the Custodian, to place a the Class A1 Notes. The Seller has agreed to pay the placement fees to the Lead Manager. The proceeds of the issue of the Class A1 Notes shall be remitted by the Lead Manager to the credit of the General Account on the Closing Date. Warranties and Representations Each of the Management Company and the Custodian has severally but not jointly (sans solidarité) agreed to indemnify the Lead Manager in the event of any misrepresentation or breach of its contractual obligations by the Management Company or, as the case may be, the Custodian in respect of the Class A1 Notes Placement Agreement. Plan of Distribution and Transfer Restrictions European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ), the Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date ) it has not made and will not make an offer of Class A1 Notes which are the subject of the offering contemplated by this Prospectus to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Class A1 Notes to the public in that Relevant Member State at any time: to any legal entity which is a qualified investor as defined under the Prospectus Directive; to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the relevant Joint Lead Manager; (c) (d) if the denomination per Class A1 Note being offered amounts to at least 100,000; or in any other circumstances falling within article 3(2) of the Prospectus Directive, provided that no such offer of Class A1 Notes referred to in to (d) above shall require the Management Company and the Custodian or the Lead Manager to publish a prospectus pursuant to article 3 of the Prospectus Directive, or supplement a prospectus pursuant to article 16 of the Prospectus Directive. France For the purposes of this provision, the expressions: an offer of Class A1 Notes to the public in relation to any Class A1 Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A1 Notes to be offered so as to enable an investor to decide to purchase or subscribe the Class A1 Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State; Prospectus Directive means Directive 2003/71/EC (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State; and 2010 PD Amending Directive means Directive 2010/73/EC of 24 November PAR

181 The Lead Manager has represented and agreed that it has not offered, sold or otherwise transferred and will not offer, sell or otherwise transfer, directly, or indirectly, the Class A1 Notes to the public in the Republic of France and that any offers, sales or other transfers of the Class A1 Notes in the Republic of France will be made only to: (c) qualified investors (investisseurs qualifiés) acting for their own account; and/or a restricted circle of investors (cercle restreint d investisseurs) acting for their own account; and/or persons providing portfolio management financial services (personnes fournissant le service investissement de gestion de portefeuille pour compte de tiers), all as defined, and in accordance with, articles L.411-1, L.411-2, D and D of the French Monetary and Financial Code. The Prospectus and any other offering material relating to the Class A1 Notes are not to be further distributed or reproduced (in whole or in part) by the addressee and have been distributed on the basis the addressee invests for its own account, as necessary, and does not resell or otherwise retransfer, directly or indirectly, the Class A1 Notes to the public in the Republic of France other than in compliance with articles L , 411-2, and L to L of the French Monetary and Financial Code. United Kingdom The Lead Manager has represented and agreed that: it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Class A1 Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Lead Manager; and it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Class A1 Notes in, from or otherwise involving the United Kingdom. United States of America The Lead Manager understands that the Class A1 Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act ( Regulation S ) or pursuant to an exemption from the registration requirements of the Securities Act. The Lead Manager represents that it has offered and sold the Class A1 Notes, and agrees that it will offer and sell the Class A1 Notes (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S. Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Class A1 Notes, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. The Lead Manager agrees that, at or prior to confirmation of sale of Class A1 Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Class A1 Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect: The Securities covered hereby have not been registered under the United States Securities Act of 1933, as amended (the Securities Act ), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S. For the purposes of this paragraph, affiliate has the meaning given to it in Rule 501 of Regulation D under the Securities Act. PAR

182 General The Lead Manager has acknowledged and agreed that, save for the Fund having obtained the approval of the Prospectus by the Autorité des Marchés Financiers in its capacity as competent authority in France under the Prospectus Directive, no further action has been or will be taken in any jurisdiction by the Lead Manager that would permit an offer of the Class A1 Notes to the public, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where such further action for that purpose is required. PAR

183 GENERAL INFORMATION 1. Approvals of the Autorité des Marchés Financiers: For the purpose of the listing of the Class A1 Notes on the Paris Stock Exchange (Euronext Paris) in accordance with articles L , L , L and L of the French Monetary and Financial Code, the AMF General regulations (Règlement général de l Autorité des Marchés Financers), the Prospectus (prospectus) was granted a visa number FCT N [ ] by the Autorité des Marchés Financiers on [ ]. 2. Listing on Regulated Markets: Application has been made to list the Class A1 Notes on the Paris Stock Exchange (Euronext Paris). 3. Clearing Systems Clearing Codes ISIN Numbers: The Class A1 Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France account and (ii) be admitted in the Clearing Systems. The Common Code and ISIN for the Class A1 Notes are as follows: Common Code ISIN Class A1 Notes ] ] 4. Documents available: The Prospectus (prospectus) shall be made available free of charge, to the Class A1 Noteholders, at the respective head offices of the Management Company, the Custodian and the Lead Manager (the addresses of which are specified on the last page of this Prospectus). Copies of the Fund Regulations and/or the Master Definitions and Framework Agreement and shall be made available for inspection by the Class A1 Noteholders at the respective head offices of the Management Company and the Custodian (the addresses of which are specified on the last page of this Prospectus). 5. Statutory auditor to the Fund: Pursuant to article L of the French Monetary and Financial Code, the statutory auditor of the Fund (Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France) has been appointed for six (6) years by the board of directors of the Management Company with the prior approval of the Autorité des Marchés Financiers. Under the applicable laws and regulations, the statutory auditor will establish the accounting documents relating to the Fund. PAR

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

185 APPENDIX I GLOSSARY OF DEFINED TERMS Absolute Majority means, for any company or entity registered in any jurisdiction, directly or indirectly, more than 50% of: its share capital; and the voting rights attached to its share capital; For the purpose of calculating the percentages of indirect shareholding, it is agreed that when a company or an entity owns more than 50% of the ordinary share capital or, as the case may be, of the voting rights attached to the ordinary share capital of another company or entity, the said percentages shall be equal to 100%; An Accelerated Collection Event shall occur if the Specially Dedicated Account Bank ceases to be an Eligible Bank; Acceptance has the meaning ascribed to it the Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT - Acceptance ; Account Bank Required Ratings means in respect of a given entity, the following ratings of its unsecured, unsubordinated and unguaranteed debt obligations: A (long term) by Fitch and F1 (short term) by Fitch ; and P-1 (short term) by Moody s; AMF means the French Autorité des marchés financiers; Amortisation Period means the period starting on the earliest of: (c) the Scheduled Replenishment Termination Date (excluded); and the Early Amortisation Starting Date (included); and the date on which a Fund Liquidation Event is declared by the Management Company (included) and ending on the earlier between of: (i) (ii) (iii) the date on which the Principal Amount Outstanding of each Note and Unit is reduced to zero, the Fund Liquidation Date (included); and the Final Legal Maturity Date (included); Amortisation Period Priority of Payments has the meaning ascribed to it the Section PERIODS AND OPERATIONS OF THE FUND Operations of the Fund - Distributions on each Monthly Distribution Date and Priorities of Payments ; Ancillary Rights means, with respect to any Receivable: the right to demand payment of principal, interest and any other sum howsoever due in respect of such Receivable; the right to serve notice to pay or repay, to recover and/or to grant a discharge in respect of the whole or part of the amounts due or to become due in connection with such Receivable from the relevant Debtor (or from any other person having granted any Collateral Security); PAR

186 (c) (d) (e) the benefit of any and all undertakings assumed by the relevant Debtor (or by any other person having granted any Collateral Security) in connection with such Receivable pursuant to the Contractual Documents; the benefit of any and all actions against the relevant Debtor (or against any other person having granted any Collateral Security) in connection with such Receivable pursuant to the Contractual Documents; and the benefit of any Collateral Security attached, whether by operation of law or on the basis of the Contractual Documents or otherwise, to the said Receivable; Arranger means Natixis acting in its capacity as arranger of the Transaction; Assets of the Fund has the meaning ascribed to it in Section DESCRIPTION OF THE ASSETS OF THE FUND ; Authorised Investment means the financial instruments which are invested by the Fund Cash Manager pursuant to the provisions of the Fund Account and Cash Management Agreement and the Fund Regulations; Business Day means a day, other than a Saturday or Sunday, on which banks are open to the public for general business to the public in Paris and on which Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System (or any successor thereto) is open for business; Cash Collections means payments received by Natixis Factor with respect to one or several Transferred Receivables; Checks Specially Dedicated Account means the Specially Dedicated Account on which all amounts paid by Debtors by way of checks shall be directly credited; Class A1 Interest Amount means, in respect of any Class A1 Note, and on any Monthly Distribution Date, the amount of interest due and payable on that Monthly Distribution Date as calculated by the Management Company; Class A1 Note means each class A1 asset-backed fixed rate note with an initial nominal amount equal to 100,000, due 13 June 2016, issued by the Fund on the Closing Date; Class A1 Noteholder means the holder of Class A1 Notes from time to time; Class A1 Notes Decrease Amount means, on any Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Distribution Date, the amount by which the Monthly Senior Decrease Amount exceeds the Principal Amount Outstanding of the Class A2 Notes on such Monthly Information Date; Class A1 Notes Placement Agreement means the agreement executed on or before the Closing Date between the Management Company, the Custodian, the Seller and the Lead Manager in respect of the placement of the Class A1 Notes; Class A2 Additional Subscriber means any investor allowed to subscribe Class A2-X Notes which has acceded the Transaction as described in the Section DESCRIPTION OF THE NOTES AND THE UNITS Subscription and Placement ; Class A2 Initial Subscriber means the subscriber of the Class A2-1 Notes issued on the Closing Date; Class A2 Note means each class A2 asset-backed fixed rate note with an initial nominal amount equal to 100,000, due 13 June 2016, issued by the Fund on the Closing Date (in respect of the first Series) or, as applicable, on any Monthly Distribution Date during the Replenishment Period (in respect of any subsequent Series); PAR

187 Class A2 Notes Decrease Amount means, on any Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Distribution Date, the lower of (i) the Principal Amount Outstanding of the Class A2 Notes on such Monthly Information Date and (ii) the Monthly Senior Decrease Amount computed on such Monthly Information Date; Class A2 Noteholder means the holder of Class A2 Notes from time to time; Class A2 Notes Increase Amount means, on any Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Distribution Date, the Monthly Senior Increase Amount (if any); Class A2-X Notes Maximum Issue Amount has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES ; Class A2 Notes Maximum Issue Amount means the aggregate amount of the Class A2-X Notes Maximum Issue Amount Class A2 Subscribers means the Class A2 Initial Subscriber and any Class A2 Additional Subscriber; Class A2-X Notes Subscription Agreement means, in respect of any Class A2 Subscriber, the agreement executed on or before the Closing Date (in respect of the Class A2 Initial Subscriber) or on or before its accession (in respect of any Class A2 Additional Subscriber) between inter alia the Management Company, the Custodian, the Seller and the relevant Class A2 Subscriber, in respect of the subscription of the relevant Class A2-X Notes; Clearing Systems means Euroclear, Euroclear France and Clearstream Banking or, where the context requires, any of them; Clearstream Banking means Clearstream Banking, société anonyme or its successor in business for the time being; Clients means any person which is a customer of the Seller and has entered into a Factoring Contract pursuant to which it has assigned to the Seller the Receivables it originated in the ordinary course of its business; Clients Group means all Clients which belong to the same group or any single Client which does not make part of a group; Closing Date means 13 December 2012; Collateral Security means, with respect to any Receivable, any guarantee or security (including, without limitation, pledge agreement, indemnity, pledge, mortgage, privilege, security, cash deposit or other agreement or arrangement of any nature whatsoever) granted by a Debtor or a Client or a third party in order to guarantee the payment of any amount owed by, and/or the fulfilment of the obligations of, such Debtor or such Client in connection with such Receivable; Collections means with respect to each Transferred Receivable: (c) all Cash Collections and other cash proceeds (including without limitation bank transfers, wire transfers, checks, bills of exchange, direct debits) received by the Servicer; all Deemed Collections; and all Rescission Amounts, relating to such Transferred Receivable; Collection Bank Account Agreement means any bank account agreement entered into at any time between the Servicer and the Specially Dedicated Account Bank in connection with the operation of the Specially Dedicated Accounts; PAR

188 Commercial Agreement means any agreement executed between a Client and a Debtor pursuant to which the Client has agreed to deliver products and/or provide services to the Debtor and the Debtor has agreed to pay the Client for such delivery of products and/or provision of services; Condition means any of the Terms and Conditions; Contractual Documents means, with respect to any Receivable, any document or contractual agreement relating to such Receivable, including, as applicable: any document or contractual agreement between a Client and a Debtor, pursuant to which such Receivable arises or has arisen, including, without limitation, the relevant Commercial Agreement, general or particular terms and conditions, invoice, order and negotiable instruments issued in respect of such Receivable, as the case may be; and any document or contractual agreement between a Client and the Seller, pursuant to which such Receivable is assigned, has been assigned or will be assigned to the Seller, including, without limitation, the relevant Factoring Contract, the relevant General Conditions, the relevant Specific Conditions or particular terms and conditions, order and negotiable instruments issued in respect of such Receivable, as the case may be; Cost Equalisation Amount means, on each Monthly Settlement Date during the Replenishment Period, the sum of the Interest Amounts and the Fund Expenses due and payable on the next Monthly Distribution Date; Credit Notes means an accounting entry into the Clients ledger open with Natixis Factor evidencing that one or several Transferred Receivables issued by such Clients shall not partially or fully be paid by the relevant Debtors, such Debtors being entitled to raise valid and enforceable exception to payment for such invoices; Custodian means Natixis acting in its capacity as custodian of the Fund pursuant to the Funds Regulations, or any successor appointed from time to time; Daily Sales Outstanding has the meaning ascribed to it in Appendix II; Daily Sales Outstanding Trigger means the Daily Sales Outstanding as calculated on each Monthly Information Date by the Management Company; Debtor means, with respect to each Receivable, any person which is obliged to pay all or part of the corresponding invoice; Debtors Group means all Debtors which belong to the same group or any single Debtor which does not make part of a group, to the best knowledge of Natixis Factor, as indicated by it in the IT Files; Deemed Collections has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT - Remedies ; Defaulted Receivable means any Transferred Receivable which, further to its transfer to the Fund: remains outstanding or unpaid for more than 90 calendar days after its contractual maturity date; or is written-off or accounted as a loss by the Seller (before becoming past due for more than calendar 90 days); Default Trigger Ratio means the Monthly Average Default Ratio as calculated on each Monthly Information Date by the Management Company in accordance to the provisions of Appendix II Calculations. Deferred Payment has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT- Purchase Price and Other Payments ; PAR

189 Delinquent Receivables means any Transferred Receivable which, further to its transfer to the Fund, remains outstanding or unpaid for more than 60 calendar days and less than 91 calendar days after its contractual maturity date; Delinquent Trigger Ratio means the Monthly Average Delinquent Ratio as calculated on each Monthly Information Date by the Management Company in accordance to the provisions of Appendix II; Dilution Trigger Ratio means the Monthly Average Dilution Ratio as calculated on each Monthly Information Date by the Management Company in accordance to the provisions of Appendix II; Dilution means, with respect to a Transferred Receivable, (i) any discount, premium, bonus issued by a Client to a Debtor or (ii) any set-off right held contractually or as a result of a court decision by the Debtor of such Transferred Receivable; Distribution Account means the bank account opened in the name of the Fund with the Fund Account Bank, whose details are, as of the Closing Date, as set out in the Fund Regulations; Due Date means, with respect to any Receivable, the date on which such Receivable is expressed to be payable in the relevant invoice; Early Amortisation Event has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES ; Early Amortisation Starting Date means the Weekly Reporting Date immediately following, or falling on, the date on which an Early Amortisation Event occurs; Eligibility Criteria means the criteria described in Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES; Eligible Bank means any credit institution duly licensed under the laws and regulations of France or of any other Member State of the European Economic Area (Espace économique européen) and (i) having the Account Bank Required Ratings or (ii) an entity with the Account Bank Required Ratings providing an irrevocable and unconditional guarantee for the obligations of that credit institution; Eligible Client has the meaning ascribed to it the Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES ; Eligible Receivables means any Receivable of commercial nature complying with the Eligibility Criteria; Eonia means, with reference to any given day, the reference rate known as the Euro Overnight Index Average in the form of the rate listed under the aegis of the European Central Bank and published at approximately 7:00 pm (Brussels time) by TELERATE (page 247) or REUTERS (page EONIA or whatever page that may be substituted therefor), one Business Day after that day; Euros, EUR or means the lawful currency unit of the Republic of France; EURIBOR means, in respect of a given period: the European Interbank Offered Rate, ie the Euro-zone interbank rate applicable in the Euro-zone calculated by reference to the interbank rates provided by the credit institutions appointed for this purpose by the Banking Federation of the European Union. The EURIBOR rate for deposits over a given period is published on Reuters Screen EURIBOR01 Page (or such other page as may replace Reuters Screen EURIBOR01 Page on that service for the purpose of displaying such information or if that service ceases to display such information, such page as displays such information on such equivalent service) as of 11:00 a.m. (Paris time). The EURIBOR rate applicable to a period starting on a given date is determined two (2) Target Business Days prior to that date (a Determination Date); or PAR

190 if, on any Determination Date, the rate referred to in paragraph above is unavailable at such time on such date, the Management Company will request the principal Paris office of each of the Reference Banks, to provide it with their quoted rates to premium banks in the Euro-zone interbank market for euro deposits over the relevant period in the Euro-zone at or about a.m. (Paris time) in each case on the relevant Determination Date. The relevant EURIBOR shall be determined on the basis of the offered quotations of those Reference Banks. If, on any such Determination Date, at least two of the Reference Banks provide such offered quotations to the Management Company, the relevant EURIBOR for the relevant period shall be the arithmetic means of such quotations. If, on any such Determination Date, one only or none of the Reference Banks provides the Management Company with such an offered quotation, the Management Company shall ask two banks (or, where one only of the Reference Banks provides such a quotation, one additional bank) to provide such a quotation or quotations to the Management Company and the relevant EURIBOR for the relevant period shall be the arithmetic means of such offered quotations of such banks (or, as the case may be, the offered quotations of such bank and the relevant Reference Bank). If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the relevant EURIBOR for the relevant period shall be the relevant EURIBOR in effect for the last preceding period to which paragraph or the foregoing provisions of this paragraph 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 [ ] month EURIBOR and [ ] month EURIBOR) in respect of each Interest Period; Euroclear means Euroclear Bank S.A./N.V., in its capacity as operator of the Euroclear System or the successor for the time being to such business; Euroclear France means Euroclear France, société anonyme or the successor for the time being to such business; Extension has the meaning ascribed to it in Section PERIODS AND OPERATIONS OF THE FUND Periods of the Fund - Extension ; Factoring Contract means any disclosed full Factoring Contract and in-house Factoring Contract executed between a Client and the Seller in the ordinary course of its business, pursuant to which the Client has agreed to assign to the Seller all of its title to and rights in Receivables over the relevant Debtors in accordance with, and subject to, its terms; Fitch means Fitch France S.A.S.; Final Cost Equalisation Amount means, on the Monthly Settlement Date immediately preceding the Fund Liquidation Date, the difference between the Principal Outstanding Amount of the Specific Units and the moneys standing to the Interest and Fees Reserve Account after payment in full of all amounts of interest and principal due and payable by the Fund under the Notes; Final Legal Maturity Date means the Monthly Distribution Date falling on 13 June 2016 or, if such day is not a Business Day, on the next succeeding Business Day, subject to any Extension; French Civil Code means the French Code civil; French Monetary and Financial Code means the French Code monétaire et financier; Fund means the debt securitisation funds (fonds commun de titrisation) named F.C.T F.A.S.T : established by the Management Company and the Custodian, acting jointly (conjointement) as founders of the Fund; and governed by the Fund Regulations, by Articles L to L and Articles R to R of the French Monetary and Financial Code and by any law whatsoever applicable to debt securitisation funds (fonds communs de titrisation); PAR

191 Fund Accounts means the following bank accounts opened by the Custodian in the books of the Fund Account Bank: (c) the General Account; the Interest and Fees Reserve Account; and the Distribution Account; Fund Account and Cash Management Agreement means the fund account and cash management agreement executed on or before the Closing Date between the Management Company, the Custodian, the Fund Cash Manager and the Fund Account Bank; Fund Account Bank means Natixis acting in its capacity as account bank of the Fund, pursuant to the terms and conditions of the Fund Account and Cash Management Agreement; Fund Available Cash means all available moneys pending allocation and standing from time to time to the credit of the Fund Accounts; Fund Account Bank means Natixis acting in its capacity as cash manager of the Fund, pursuant to the terms and conditions of the Fund Account and Cash Management Agreement; Fund Excess Cash Amount or FECA has the meaning ascribed to in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT ; Fund Expenses means the expenses payable by the Fund as set out in Section FUND EXPENSES ; Fund Liquidation Event means any of the liquidation events set out in Section LIQUIDATION OF THE FUND ; Fund Liquidation Date means the date being earliest of the following dates to occur: the date falling six months after the extinction of the last Transferred Receivable (included); the date on which the Management Company liquidates the Fund upon the assignment and transfer in whole (but not in part) of the Transferred Receivables in a single transaction, following the occurrence of any of the Fund Liquidation Events in accordance with the provisions of the Fund Regulations (included); Fund Liquidation Surplus means any residual amounts (boni de liquidation) which shall be paid to the Subordinated Unitholders; Fund Missing Cash Amount or FMCA has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Fundable Receivable means an Eligible Receivable which meets the following criteria: (c) (d) it has a contractual maturity which is no longer than 130 days after its invoicing date and which falls no later than 90 days before the Final Legal Maturity; it has been transferred by the relevant Client to Natixis Factor no later than 30 days after its invoicing date; all the Required Information regarding the receivable are contained in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company; and it is not a Defaulted Receivable. PAR

192 Fund Regulations means the regulations entered into on or before the Closing Date between the Management Company and the Custodian, under which the Management Company and the Custodian have agreed to create the Fund and which relates to the establishment and the operation of the Fund; General Account means the account held in the name of the Fund with the Fund Account Bank, whose details are, as of the Closing Date, as set out in the Fund Regulations; General Conditions means the general terms of business of Natixis Factor; Identified Qualifying Combinations means, as of the Initial Cut-Off Date or a Weekly Reporting Date, a Qualifying Combination in respect of which all Required Information have been provided by Natixis Factor to the Fund in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on or prior to the relevant date, as long as the Transferred Receivables relating to the relevant Qualifying Combination have not been the subject of a repurchase in whole pursuant to the Master Receivables Transfer and Servicing Agreement; Individual Features has the meaning ascribed to it in Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES ; Initial Cut-Off Date means 6 December 2012; Initial Information Date means 11 December 2012; Initial Net Cash Amount means the difference between (i) the Initial Purchase Price due by the Fund to the Seller and (ii) the amount due by Natixis Factor to the Fund with respect to the subscription of the Subordinated Units and the Specific Units U-1 and the Specific Units U-2 and Class 2 Notes if any; Initial Purchase Price means the Purchase Price due and payable by the Fund to the Seller in respect of the Transferred Receivables on the Closing Date, as calculated in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement; Insolvency Event means, in relation to any entity, any of the following events: (c) (d) the relevant entity is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; the relevant entity is in a state of cessation des paiements within the meaning of article L of the French Code de commerce, or becomes insolvent for the purpose of any insolvency law; a moratorium is declared in respect of any indebtedness of the relevant entity; any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the entity; (ii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of the entity or all or part of its respective assets; (e) (f) a judgement for sauvegarde, sauvegarde financière accelérée, redressement judiciaire, liquidation judiciaire or cession totale de l entreprise is rendered or, a mandataire ad hoc is appointed or a conciliation opened, in relation to the relevant entity under Book VI of the French Code de Commerce; and any analogous procedure or step is taken in any jurisdiction. PAR

193 Insolvency Proceedings means, in relation to any person: incorporated under the laws of France, any insolvency proceeding opened pursuant to any provisions of articles L to L of the French Commercial Code and any other applicable law relating to safeguard (sauvegarde), financial protection proceedings (procédure de sauvegarde financière accélérée), insolvency, bankruptcy, administration, reorganisation, moratorium or liquidation; or any proceedings or circumstances analogous to those mentioned in paragraphs above (including European Regulation N 1346/2000 relating to insolvency proceedings), it being specified that no Insolvency Proceeding shall occur if it has been opened pursuant to a vexatious claim from a third party which is being contested in good faith; Interest Amount has the meaning ascribed to it in Condition 4.4 of the Notes; Interest Period means, in respect of the Notes, for any Monthly Distribution Date, the period beginning on (and including) the previous Monthly Distribution Date and ending on (but excluding) the next Monthly Distribution Date, save for the first Interest Period, which shall begin on (and include) the Closing Date and shall end on (but exclude) the first Monthly Distribution Date. The last Interest Period shall end on (and exclude) the earlier of: (i) the date on which the Principal Amount Outstanding of each Class of Notes is zero; and (ii) the Final Legal Maturity Date; Interest and Fees Reserve Account means the bank account opened in the name of the Fund with the Fund Account Bank, whose details are, as of the Closing Date, as set out in the Fund Regulations; Interest and Fees Reserve means all amounts standing from time to time to the credit of the Interest and Fees Reserve Account; Interest and Fees Reserve Required Amount or IFRRA means on the Initial Information Date and on each Monthly Information Date the amount calculated by the Management Company on such date in accordance with the provisions of Appendix II; Investor Report means the monthly report to be published by the Management Company on its internet website on each Monthly Settlement Date; Issue Date means during the Replenishment Period: (c) (d) in respect of the Class A1 Notes, the Closing Date and any subsequent Monthly Distribution Date; in respect of the Class A2-X Notes, the Closing Date and any subsequent Monthly Distribution Date; in respect of the Specific Units, the Closing Date and any subsequent Monthly Settlement Date; and in respect of the Subordinated Units, the Closing Date and any subsequent Weekly Settlement Date; Issue Document means the document to be issued by the Fund in respect of any issue of Notes and Units by the Fund which shall form part of the Fund Regulations; IT File(s) means the IT files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on each Weekly Reporting Date; Lead Manager means Natixis acting in its capacity as lead manager under the Class A1 Notes Placement Agreement; Main Specially Dedicated Account means the Specially Dedicated Account on which all amounts paid by Debtors (other than by checks) shall be directly credited; PAR

194 Management Company means Eurotitrisation, acting in its capacity as management company of the Fund and representing the Fund, or any successor appointed from time to time; Master Receivables Transfer and Servicing Agreement means the master receivables transfer and servicing agreement executed on or before the Closing Date between the Management Company, the Custodian, the Seller and the Servicer pursuant to which the Seller may offer to sell to the Fund all of its title to and rights in Eligible Receivables and under which the Management Company has appointed the Servicer to administer and service the Transferred Receivables; Metropolitan France means France excluding overseas departrments (départements d outre-mer) and overseas territories (territoires d outre mer) ; Monthly Computations means, on any Monthly Information Date: the Collections due and payable by Natixis Factor in respect of the Weekly Reporting Period immediately preceding such Monthly Information Date; the Purchase Price of the Eligible Receivables due and payable by the Fund to Natixis Factor on the immediately following Monthly Settlement Date in respect of the Eligible Receivables transferred to the Fund on that Monthly Settlement Date; (c) any Repayable Amount due and payable by the Fund to the Seller on the next Monthly Settlement Date; (d) any Retransfer Amount due and payable by the Seller to the Fund on the next Monthly Settlement Date; (e) the updated Overcollateralization Rate applicable on the next Monthly Distribution Date computation of which is described in Appendix II ; (f) the new Senior Funding Base applicable on the next Monthly Distribution Date, computation of which is described in Appendix II; (g) the new Specific Units U-1 Base, Specific Units U-2 Base and Subordinated Units Base applicable on the next Monthly Settlement Date; (h) the Class A2 Notes Decrease Amount or the Class A2 Notes Increase Amount and, as the case may be, the Class A1 Notes Decrease Amount applicable on the next Monthly Distribution Date; (i) the new Interest and Fees Reserve Required Amount applicable on from the next Monthly Settlement Date, computation of which is described in Appendix II; (j) the Specific Units U-1 Increase Amount or Specific Units U-1 Decrease Amount and Specific Units U-2 Increase Amount or Specific Units U-2 Decrease Amount applicable on the next Monthly Settlement Date; (k) the Subordinated Units Decrease Amount or the Subordinated Units Increase Amount applicable on the next Monthly Settlement Date; (l) the fees to be paid by the Fund on the next Monthly Distribution Date; (m) the interest to be paid to holders of the Class A1 Notes and the Class A2 Notes on the next Monthly Distribution Date; (n) the Cost Equalisation Amount due and payable by Natixis Factor to the Fund on the next Monthly Settlement Date, and, as applicable, the Final Cost Equalisation Amount due and payable by Natixis Factor to the Fund on the Fund Liquidation Date; and (o) the Net Cash Amount due by the Fund to Natixis Factor (NCAF) or the Net Cash Amount due by Natixis Factor to the Fund (NCAS) on the next Monthly Settlement Date; PAR

195 (p) the Specific Net Amount due by the Fund (SNAF) or the Specific Net Amount due by Natixis Factor (SNANF) on the next Monthly Settlement Date; Monthly Computations Report means the report and the files through which, on each Monthly Information Date, the Management Company shall report the Monthly Computations to the Custodian and Natixis Factor as Seller and Servicer; Monthly Distribution Date means the 13 th of each calendar month or the following Business day if the 13 th is not a Business Day, the first Monthly Distribution Date being the 14 January 2013; Monthly Information Date means the Weekly Information Date following a Monthly Reporting Date; Monthly Reporting Date means the last Weekly Reporting Date of each calendar month; Monthly Senior Increase Amount means on a Monthly Information Date, during the Replenishment Period, with application to the immediately following Monthly Distribution Date, the amount by which (i) the Senior Funding Base computed on such Monthly Information Date exceeds (ii) the Principal Amount Outstanding of the Notes on such Monthly Information Date, such amount being limited at any time to the Class A2 Notes Maximum Issue Amount; Monthly Senior Decrease Amount means on a Monthly Information Date, during the Replenishment Period, with application to the immediately following Monthly Distribution Date, the following: (c) if such Monthly Information Date does not fall in an Stop Purchase Event Interim Period, the amount by which (i) the Principal Amount Outstanding of the Notes on such Monthly Information Date exceeds (ii) the Senior Funding Base computed on such Monthly Information Date; or if such Monthly Information Date falls during an Stop Purchase Event Interim Period, the amount by which (i) the Principal Amount Outstanding of the Notes on such Monthly Information Date exceeds (ii) the sum of the Senior Funding Base (computed on such Monthly Information Date) and the credit balance of the General Account (Authorised Investments included); or if, following the occurrence of a Stop Purchase Event, Natixis Factor has exercised the Senior Amortisation Option, on the Monthly Information Date immediately following the date of exercise of the Senior Amortisation Option, the Principal Amount Outstanding of all Notes on that Monthly Information Date. Monthly Settlement Date means the Weekly Settlement Date immediately following a Monthly Information Date; Moody's means Moody s Investors Service Limited; Natixis means Natixis, a société anonyme with a share capital of 4,937,943,670.40, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel); Natixis Factor means Natixis Factor, a société anonyme with a share capital of 19,915,600, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of a financial institution (société financière) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel); Net Cash Amount due by the Fund to Natixis Factor or NCAF has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT- Purchase Price and Other Payments ; PAR

196 Net Cash Amount due by Natixis Factor to the Fund or NCAS has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT- Purchase Price and Other Payments ; Net Fundable Receivables Amount or NFRA means on the Initial Information Date and on each Weekly and Monthly Information Date, the amount calculated by the Management Company on such date in accordance with the provisions of Appendix II; Non-Conforming Receivables means, with respect to any Transferred Receivable transferred on the Closing Date or a given Weekly Settlement Date, a Transferred Receivable which is not satisfying any of the Eligibility Criteria on the Closing Date or the corresponding Weekly Settlement Date; Notes means any of: the Class A1 Notes; and the Class A2 Notes; Notes Final Amortisation Date means the Monthly Distribution Date on which the Principal Amount Outstanding of each Note can be reduced to zero, as determined by the Management Company on the Monthly Information Date preceding such Monthly Distribution Date, provided that such Monthly Distribution Date shall only qualify as a Notes Final Amortisation Date if it falls during the Amortisation Period; Notice of Transfer means, with respect to any Transferred Receivable, the written notice to be delivered in the same language as the language of the relevant Contractual Agreement by the Management Company upon the occurrence of a Notification Event, in accordance with the Master Receivables Transfer and Servicing Agreement; Notification Event means any of the following Early Amortisation Event: (c) an Insolvency Event occurs in respect of the Seller or the Parent Company; Natixis Factor (in any capacity whatsoever) fails to pay in due time any amount it owes to the Fund unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; and Natixis Factor fails to deliver the IT Files on any Weekly Reporting Date unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days from such Weekly Reporting Date; Notification of Control means the written notice to be delivered by the Management Company to the Specially Dedicated Account Bank upon the occurrence of an Accelerated Collection Event or Notification Event, in accordance with the Specially Dedicated Accounts Agreement; Notification of Release means the written notice to be delivered by the Management Company if, further to the occurrence of an Accelerated Collection Event, the Specially Dedicated Account Bank becomes an Eligible Bank again within 30 (thirty) Business Days from the occurrence of that Accelerated Collection Event; Overcollateralization Rate or OR means the dynamic rate which shall be indicated on the Initial Information Date and thereafter computed by the Management Company on each Monthly Information Date during the Replenishment Period such as described in Appendix II; Outstanding Balance means at any time with respect to a Receivable, the amount recorded in the Seller and Servicer accounting book as remaining due and payable by the Debtor of such Receivable; Parent Company means Natixis; Paying Agent means CACEIS Corporate Trust acting in its capacity as paying agent, pursuant to the terms and conditions of the Paying Agency Agreement; PAR

197 Paying Agency Agreement means the paying agency agreement entered into on or before the Closing Date between the Management Company, the Custodian and the Paying Agent; Principal Payments has the meaning ascribed to it in Condition 5.3 of the Notes; Priorities of Payments means the Replenishment Period Priority of Payments and the Amortisation Period Priority of Payments and Priority of Payments means any of them; Principal Amount Outstanding means, in respect of a Note and a Unit, the initial principal amount of that Note or that Unit less the sum of all amounts of principal repaid in respect of that Note or that Unit prior to such date and on such Monthly Distribution Date; Prospectus means the prospectus (Prospectus) prepared by the Management Company and the Custodian in accordance with article L of the French Monetary and Financial code and the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers), which has been granted a visa by the Autorité des Marchés Financiers on [ ] under number FCT N [ ]; Purchase Price means the Purchase Price of any Transferred Receivable transferred by the Seller to the Fund on any Weekly Settlement Date shall be equal to the Outstanding Balance (VAT included) of such Transferred Receivable; Qualifying Combinations means the combination formed by an Eligible Client and a Qualifying Debtor owing a Receivable to that Eligible Client; Qualifying Debtor has the meaning ascribed to it in Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES ; Qualifying Factoring Contract has the meaning ascribed to it in Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES ; Rated Note means any Class A1 Note or Class A2-1 Notes; Rate of Interest has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES ; Rating Agencies means Moody s and Fitch; Receivable means all amounts including any VAT applicable (if any) payable by, a Debtor for the products delivered or services provided by a Client pursuant to a Commercial Agreement, as specified or to be specified in the corresponding invoice issued in accordance with such Commercial Agreement, together with all rights to payment and all proceeds relating thereto (including all Ancillary Rights) and as originated by any Client in the ordinary course of its business; Reference Bank means BNP Paribas, Société Générale and HSCB France; Repayable Amount has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Collection of Transferred Receivables Payment of Collections ; Replenishment Period means the period starting on the Closing Date and ending on the earlier of: (c) the Scheduled Replenishment Termination Date (included) subject to any Extension; in case of the occurrence of an Early Amortisation Event, on the Weekly Reporting Date (included) immediately following, or falling, on the date on which such Early Amortisation Event shall occur (excluded); and the date on which a Fund Liquidation Event is declared by the Management Company (excluded). PAR

198 Replenishment Period Priority of Payments has the meaning ascribed to it the Section PERIODS AND OPERATIONS OF THE FUND Operations of the Fund - Distributions on each Monthly Distribution Date and Priorities of Payments ; Required Information means the identification and collection information regarding Clients and Debtors with respect to Transferred Receivables detailed in the IT Files which are transferred to the Management Company by Natixis Factor, as Seller and Servicer, on each Weekly Reporting Date. Rescission Amounts has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Remedies Non-Conforming Receivables ; Retransfer Amount the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Repurchase of Transferred Receivables ; Retransfer Date means has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Repurchase of Transferred Receivables ; Retransfer Document has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Repurchase of Transferred Receivables ; Retransfer Request has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT - Repurchase of Transferred Receivables ; Retransfer Trigger Ratio means the Monthly Average Retransfer Ratio as calculated on each Monthly Information Date by the Management Company in accordance to the provisions of Appendix II ; Scheduled Replenishment Termination Date means the Monthly Settlement Date preceding the Monthly Distribution Date falling on 14 December 2015, subject to any Extension; Seller means Natixis Factor, acting as seller pursuant to the provisions of the Master Receivables Transfer and Servicing Agreement; Seller Account means such bank account as the Seller will indicate from time to time to the Fund; Senior Amortisation Option has the meaning ascribed to it in Section PERIODS AND OPERATIONS OF THE FUND Periods of the Fund Senior Amortisation Option ; Senior Funding Base (SFB) means, the amount computed by the Management Company, on the Initial Information Date and on any Weekly Information Date of the Replenishment Period, as described in Appendix II; Senior Notes Weekly Cover Value or SNWCV means, on any Weekly Information Date (other than a Monthly Information Date), the amount by which: the Principal Amount Outstanding of the Notes exceeds the Senior Funding Base computed on such Weekly Information Date; Series means any series of Class A2 Notes; Servicer means Natixis Factor, acting as servicer pursuant to the provisions of the Master Receivables Transfer and Servicing Agreement; Servicing Fee has the meaning ascribed to it in Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Servicing of the Transferred Receivables Fees ; PAR

199 Servicing Procedures means, with respect to the Seller and the Servicer, the procedures, guidance, whether written or oral, used by the Seller and the Servicer as of the Initial Cut-Off Date for the purposes of managing and servicing the Transferred Receivables; Signing Date means the date of signing of the Master Receivables Transfer and Servicing Agreement; Specially Dedicated Account means any of: the Main Specially Dedicated Account; and the Checks Specially Dedicated Account; Specially Dedicated Account Bank means Natixis acting in its capacity as specially dedicated account bank, pursuant to the terms and conditions of the Specially Dedicated Accounts Agreement; Specially Dedicated Accounts Agreement means the Specially Dedicated Accounts Agreement executed on or before the Closing Date between the Management Company, the Custodian and the Specially Dedicated Account Bank and the Servicer; Specific Conditions means the specific terms of business of Natixis Factor; Specific Net Amount due by the Fund or SNAF means, on each Monthly Settlement Date during the Replenishment Period, the positive difference between (i) the sum of the Specific Units U-1 Decrease Amount, the Specific Units U-2 Decrease Amount and the interest due in respect of the Specific Units on such Monthly Settlement Date (calculated in the manner set out in Section DESCRIPTION OF THE NOTES AND THE UNITS - Interest under the Notes and the Units ) and (ii) the Cost Equalisation Amount due by Natixis Factor on such Monthly Settlement Date; Specific Net Amount due by Natixis Factor or SNANF means, on each Monthly Settlement Date during the Replenishment Period, the positive difference between (i) the Specific Units U-1 Increase Amount, the Specific Units U-2 Increase Amount and the Cost Equalisation Amount due by Natixis Factor on such Monthly Settlement Date and (ii) the interest due in respect of the Specific Units on such Monthly Settlement Date Date (calculated in the manner set out in Section DESCRIPTION OF THE NOTES AND THE UNITS - Interest under the Notes and the Units ); Specific Units means any of: the Specific Units U-1; and the Specific Units U-2; Specific Unitholder means the holder of Specific Units from time to time; Specific Units U-1 means the units issued by the Fund on the Closing Date or, as applicable, on any Monthly Settlement Date during the Replenishment Period and backed by the Assets of the Fund and to be subscribed by Natixis Factor; Specific Units U-2 means the units issued by the Fund on the Closing Date or, as applicable, on any Monthly Settlement Date during the Replenishment Period and backed by the Assets of the Fund and to be subscribed by Natixis Factor; Specific Units U-1 Base means on the Initial Information Date and on each Monthly Information Date during the Replenishment Period: Where: SFB x EURIBOR Reference Rate x DSO / 360 PAR

200 SFB DSO means the Senior Funding Base as of the Initial Information Date or any Monthly Information Date, computed in accordance of the provisions of Appendix II means the Daily Sales Outstanding computed by the Management Company on the Initial Information Date and any Monthly Information Date in accordance with the provisions of Appendix II The Specific Units U-1 Base shall always be rounded up to the next integer number of Specific Units U-1; Specific Units U-1 Decrease Amount means on each Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Settlement Date, the difference if positive between (i) the Principal Amount Outstanding of the Specific Units U-1 on such Monthly Information Date and (ii) the new Specific Units U-1 Base on such Monthly Information Date; Specific Units U-1 Increase Amount means on each Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Settlement Date, the difference if positive between (i) the new Specific Units U-1 Base on such Monthly Information Date and (ii) the Principal Amount Outstanding of the Specific Units U-1 on such Monthly Information Date; Specific Units U-2 Base means on the Initial Information Date and on each Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Settlement Date, the difference between (i) the Interest and Fees Reserve Required Amount computed by the Management Company on the Initial Information Date or the relevant Monthly Information Date in accordance with the provisions of Appendix II and (ii) the Specific Units U-1 Base. The Specific Units U-2 Base shall always be rounded up to the next integer number of Specific Units U-2; Specific Units U-2 Decrease Amount means on each Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Settlement Date,, the difference if positive between (i) the Principal Amount Outstanding of the Specific Units U-2 on such Monthly Information Date and (ii) the new Specific Units U-2 Base on such Monthly Information Date; Specific Units U-2 Increase Amount means on each Monthly Information Date during the Replenishment Period, with application to the immediately following Monthly Settlement Date,, the difference if positive between (i) the new Specific Units U-2 Base on such Monthly Information Date and (ii) the Principal Amount Outstanding of the Specific Units U-2 on such Monthly Information Date; Specific Units Subscription Agreement means the subscription agreement executed on or before the Closing Date between the Management Company, the Custodian and Natixis Factor pursuant to which Natixis Factor has agreed to subscribe the Specific Units; Stop Purchase Event has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES ; Stop Purchase Event Interim Period means the period of time starting on the day on which an Accelerated Collection Event occurs and ending on the earlier of the following dates: thirty (30) Business Days after the day on which the Stop Purchase Event occurred; or the day on which Natixis Factor confirms to the Management Company that the Stop Purchase Event will not be remedied or waived; Subordinated Units means the Units issued by the Fund on the Closing Date or, as applicable, on any Weekly Settlement Date and are backed by the Assets of the Fund and subscribed by the Seller; Subordinated Unitholder means the holder of Subordinated Units from time to time; Subordinated Units Base means, on the Initial Information Date and on any Weekly Information Date during the Replenishment Period with application to the immediately following Weekly Settlement Date: PAR

201 in the absence of exercise of the Senior Amortisation Option by Natixis Factor, the difference between: (i) (ii) the sum of (1) the Gross Outstanding Amount of Eligible Receivables such as computed by the Management Company on the Initial Information Date, any relevant Weekly Information Date and Monthly Information Date in accordance with the provisions of Appendix II, and (2) the credit balance of the General Account (Authorised Investments included); and the Principal Amount Outstanding of the Notes; and on any Weekly Information Date following the date of exercise of the Senior Amortisation Option by Natixis Factor, as the case may be, the sum of (i) the Gross Outstanding Amount of Eligible Receivables such as computed by the Management Company on the Initial Information Date, any relevant Weekly Information Date and Monthly Information Date in accordance with the provisions of Appendix II, and (ii) the credit balance of the General Account (Authorised Investments included). The Subordinated Units Base shall always be rounded up to the next integer number of Subordinated Units; Subordinated Units Decrease Amount or SUDA means on any Weekly Information Date during the Replenishment Period, with application to the immediately following Weekly Settlement Date, the difference if positive between (i) the Principal Amount Outstanding of the Subordinated Units on such Weekly Information Date and (ii) the new Subordinated Base such as computed by the Management Company on such Weekly Information Date; Subordinated Units Increase Amount or SUIA means on any Weekly Information Date during the Replenishment Period, with application to the immediately following Weekly Settlement Date, the difference if positive between (i) the new Subordinated Base such as computed by the Management Company on such Weekly Information Date and (ii) the Principal Amount Outstanding of the Subordinated Units on such Weekly Information Date; Subordinated Units Subscription Agreement means the subscription agreement executed on or before the Closing Date between the Management Company, the Custodian and Natixis Factor pursuant to which Natixis Factor has agreed to subscribe the Subordinated Units; Taxes or taxes means all present and future taxes, levies, imposts, duties or charges of any nature whatsoever, and wheresoever imposed, including (without limitation) value added tax or any similar tax and any franchise, transfer, sales, use, business, occupation, excise, personal property, real property, stamp, gross income, fuel, leasing, occupational, turnover, excess profits, excise, gross receipts, franchise, registration, licence, corporation, capital gains, export/import, income, levies, imposts, withholdings or other taxes or duties of any nature whatsoever (or any other amount corresponding to any of the foregoing) now or hereafter imposed, levied, collected, withheld or assessed by any national, regional, municipal or federal taxing or fiscal authority or agency, together with any penalties, additions to tax, fines or interest thereon, and tax and taxation shall be construed accordingly; Terms and Conditions means the terms and conditions of the Notes as set out in Section TERMS AND CONDITIONS OF THE NOTES, as completed, in respect of Class A2-X Notes, by the relevant Issue Document, or, as the context may require, the terms and conditions of the Subordinated Units or Specific Units, as set out in the Fund Regulations; Transaction means the transaction described in this Prospectus; Transaction Document means: (c) (d) the Master Definitions and Framework Agreement; the Fund Regulations; the Master Receivables Transfer and Servicing Agreement; the Fund Account and Cash Management Agreement; PAR

202 (e) (f) (g) (h) (i) (j) the Class A1 Notes Placement Agreement; any Class A2-X Notes Subscription Agreement; the Specific Units Subscription Agreement; the Subordinated Units Subscription Agreement; the Paying Agency Agreement; and the Specially Dedicated Accounts Agreement, and any other document delivered in accordance with or pursuant to a Transaction Document or which has been designated by the parties thereto as a Transaction Document; Transfer Document means the acte de cession de créances pursuant to which the Seller will transfer to the Fund the Eligible Receivables on the Closing Date and on any Weekly Settlement Date; Transferred Receivable means any Eligible Receivable transferred to the Fund on the Closing Date and on any Weekly Settlement Date; Unit means any of: the Specific Units; the Subordinated Units; VAT means the value added tax or any similar tax; Weekly Computations means on each Weekly Information Date (other than a Monthly Information Date): (c) (d) (e) (f) (g) (h) (i) the Collections due and payable by Natixis Factor in respect of the Weekly Reporting Period immediately preceding such Weekly Information Date; the Purchase Price due and payable by the Fund to Natixis Factor on the immediately following Weekly Settlement Date in respect of the Eligible Receivables to be transferred to the Fund on that Weekly Settlement Date; any Repayable Amount due and payable by the Fund to the Seller on the next Weekly Settlement Date; the Retransfer Amount due and payable by the Seller to the Fund on the next Weekly Settlement Date in respect of the Transferred Receivables to be transferred back to the Seller on that Weekly Settlement Date; the Net Fundable Receivables Amount or NFRA, computation of which is described in Appendix II; the Senior Funding Base; the Senior Notes Weekly Cover Value (SNWCV); the Fund Excess Cash Amount (FECA) or Fund Missing Cash Amount (FMCA); the Subordinated Units Base, the Subordinated Units Increase Amount or Subordinated Units Decrease Amount; Weekly Computations Report means the report and the files through which, on each Weekly Information Date, the Management Company shall report the Weekly Computations to the Custodian and Natixis Factor as Seller and Servicer; PAR

203 Weekly Information Date means the 3 rd Business Day following a Weekly Reporting Date; Weekly Reporting Date means each Thursday of each calendar week, the first Weekly Reporting Date being the 13 December 2012; Weekly Reporting Period means any period starting on a Weekly Reporting Date (excluded) and ending on the immediately following Weekly Reporting Date (included), provided that the first Weekly Reporting Period shall start on the Initial Cut-Off Date (excluded) and end on the first Weekly Reporting Date (included); Weekly Settlement Date means the first Business Day following each Weekly Information Date. PAR

204 APPENDIX II CALCULATIONS Contents PAR

205 APPENDIX II CALCULATIONS Contents I - DEFINITIONS II - MONTHLY PORTFOLIO MEASURES III - IV - MONTHLY CALCULATION OF THE OVERCOLLATERALIZATION RATE WEEKLY CALCULATION OF THE SENIOR FUNDING BASE V - MONTHLY CALCULATION OF THE INTEREST AND FEES RESERVE REQUIRED AMOUNT I - DEFINITIONS Gross Outstanding Amount of Eligible Receivables or GOAER means, on any Weekly Information Date, the aggregate Outstanding Balance of Transferred Receivables plus the aggregate Purchase Price of Eligible Receivables to be purchased on the Weekly Settlement Date following such Weekly Information Date, identified by an invoice in the relevant IT Files established in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement sent to the Management Company on the Weekly Reporting Date preceding such Weekly Information Date. Gross Outstanding Amount of Non Defaulted Receivables or GOANDR means, on any Weekly Information Date, the aggregate Outstanding Balance of Transferred Receivables (GOAER) less the aggregate Outstanding Balance of Defaulted Receivables held by the Fund (if any). Monthly Maturing Receivable Nominal Amount or MMRNA means, on any date, the aggregate Purchase Price of Eligible Receivables (whether still outstanding in the Fund or not on such date) which have been purchased by the Fund whose contractual maturity date or due date falls within a same Reference Month. Monthly Reporting Period or MRP means the period of time running from a Monthly Reporting Date (or for the first Monthly Reporting Period, the Initial Cut-Off Date) (excluded) to the following Monthly Reporting Date (included). On a Monthly Information Date, the Monthly Reporting Period shall correspond to the Monthly Reporting Period which ended on the Monthly Reporting Date immediately preceding such Monthly Information Date. Monthly Transferred Receivables Amount or MTRA, means the aggregate Purchase Price of the Eligible Receivables which have been transferred to the Fund during the same Reference Month (important notice: the Outstanding Balance of the Eligible Receivables transferred to the Fund on the Closing Date shall not be taken into consideration by the Management Company in determining the MTRA of the Reference Month including the Closing Date and such MTRA shall correspond to the aggregate Eligible Receivables remitted to Natixis Factor by its Clients during such Reference Month and it shall be transmitted by Natixis Factor to the Management Company by no later than the 10 th of the Reference Month following the one including the Closing Date). Net Fundable Receivables Amount or NFRA means on any given Information Date: Where: NFRA = NOAER Non Fundable Receivables Non Fundable Receivables means the Outstanding Balance of Transferred Receivables (including the aggregate Purchase Price of Eligible Receivables to be purchased on the Weekly Settlement Date following such Weekly Information Date ) which are not Fundable Receivables and which are identified by an invoice in the relevant IT Files established in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement sent to the Management Company on the Weekly Reporting Date preceding such Weekly Information Date. PAR

206 Net Outstanding Amount of Eligible Receivables or NOAER means on any Weekly Information Date: Where: NOAER = GOAER - OANRC OANRCN GOAER OANRC OANRCN means the Gross Outstanding Amount of Eligible Receivables; means the Outstanding Amount of Non Reconciled Cash; means the Outstanding Amount of Non Reconciled Credit Notes. Outstanding Amount of Non Reconciled Cash or OANRC means, on any Weekly Information Date, the aggregate outstanding amount of Collections, relating to Identified Qualifying Combinations, which have not yet been reconciled with or applied to a specific Transferred Receivable by the Servicer, as reported in the relevant IT Files established in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement sent to the Management Company on the Weekly Reporting Date preceding such Weekly Information Date. Outstanding Amount of Non Reconciled Credit Notes or OANRCN means, on any Weekly Information Date, the aggregate outstanding amount of Credit Notes, relating to Identified Qualifying Combinations, which have not yet been reconciled with or applied to specific Transferred Receivables by the Servicer, as reported in the relevant IT Files established in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement sent to the Management Company on the Weekly Reporting Date preceding such Weekly Information Date. Reference Month M or RM M means on a Monthly Information Date, the period of time which (i) ended on the Monthly Reporting Date preceding such Monthly Information Date (included) and (ii) started on the penultimate Monthly Information Date (excluded), taking into consideration that with respect to the calendar months which ended before the Closing Date, such months shall correspond to a Reference Month M i. As a consequence on a Monthly Information Date, any reference to MMRNA M +/- i, or MTRA M +/ -i shall correspond to the MMRNA, the MTRA regarding the +/- i th Reference Month following or preceding the Reference Month M. The MTRA and the MMRNA of the five Reference Months preceding the Closing Date are set out in Table 1 figuring at the end of this Appendix II. II - MONTHLY PORTFOLIO MEASURES On each Monthly Information Date, on the basis of the IT Files received on the Monthly Reporting Date preceding such Monthly Information Date, the Management Company shall make the calculations which follow, taking into account (as long as necessary) the values set out in Table 2 at the end of this Appendix II regarding the Reference Months preceding the Closing Date, such Table 2 shall be completed after the Closing Date with the figures of the Reference Month in which the Closing Date fell. 2.1 Calculation of Monthly Applicable Default Ratio Monthly Defaulted Receivables Flow or MDefRF M means, on any Monthly Information Date M, the sum of the Outstanding Balance of Transferred Receivables, which have become Defaulted Receivables during the Monthly Reporting Period M. Monthly Default Ratio or MDefR M means, on a Monthly Information Date M, the following ratio: MDefR M = MDefRF M / MMRNA M-3 Where: MMRNA M-3 means the Monthly Maturing Receivable Nominal Amount of the Reference Month M-3. MDefRF M means the Monthly Defaulted Receivables Flow as of the relevant Monthly Information Date M. PAR

207 Monthly Average Default Ratio or MADefR M means, on a Monthly Information Date, the average of the last three Monthly Default Ratio. Monthly Loss Ratio Peak or MLRP M means, on a Monthly Information Date, the maximum of the last twelve Monthly Average Default Ratio. Monthly Loss Ratio Standard Deviation or MLRSD M means, on a Monthly Information Date, the standard deviation of the last twelve Monthly Default Ratio. Monthly Default Volatility Factor or MDVF M means, on a Monthly Information Date: MDVF M = Monthly Loss Ratio Standard Deviation (MLRSD M ) x Calculation of the Monthly Applicable Retransfer Ratio Monthly Retransferred Receivables Flow or MRetRF M means, on a Monthly Information Date M, the aggregate Outstanding Balance of Transferred Receivables which have been retransferred to the Seller during the Reference Month M and which were not Defaulted Receivables at the time of such repurchase. Monthly Retransfer Timeframe or MRetT M means, on a Monthly Information Date M, the weighted average timeframe (expressed in number of days) between (i) the date on which each Transferred Receivable included in the MRetRF M has been retransferred to the Seller and (ii) the date on which such Transferred Receivable was purchased by the Fund: Where: MRetT M = SumPoduct (RR 1 :RR n ;Nbd RR1 :Nbd RRn )/ Sum(RR 1 :RR n ) RR 1 to n Nbd RR1 to RRn means the Outstanding Balance of each non defaulted Receivable repurchased by the Seller; means for each retransferred Receivable, the number of days elapsed between its purchase by the Fund and its retransfer to the Seller; Sum(RR 1 :RR n ) means the aggregate Outstanding Balance of the non defaulted Receivables retransfer to the Seller during the relevant Reference Month M Monthly Retransfer Ratio or MRetR M means, on a Monthly Information Date, the following ratio: Where: MRetR M = MRetRF M / MTRA M - n MTRA M - n MRetRF M means the Monthly Transferred Receivables Amount of the Reference Month corresponding to the Monthly Retransfer Timeframe rounded to the nearest integer number of months e.g. if after rounding the Monthly Retransfer Timeframe is 2, the Monthly Transferred Receivables Amount shall be the one corresponding to the Reference Month M-2. means the Retransferred Receivables Flow on the relevant Monthly Information Date M. Monthly Average Retransfer Ratio or MARetR M means, on a Monthly Information Date, the average of the 3 last Monthly Retransfer Ratio. Monthly Retransfer Ratio Peak or MRetRP M means, on a Monthly Information Date, the maximum of the Monthly Average Retransfer Ratio over the last 12 months. Monthly Retransfer Ratio Standard Deviation or MRetRSD M means, on a Monthly Information Date, the standard deviation of the last twelve Monthly Retransfer Ratio. PAR

208 Monthly Retransfer Volatility Factor or MRetVF M means, on a Monthly Information Date: MRetVF M = Monthly Retransfer Ratio Standard Deviation (MRetRSD M ) x 1.96 Monthly Applicable Retransfer Ratio or MARetR M means, on a Monthly Information Date: Where: MARetR M = (SF x MRetRP M ) + MRetVF M SF means 2.5 MRetRP M MRetVF M corresponds to the Monthly Retransfer Ratio Peak computed on the relevant Monthly Information Date M corresponds to the Monthly Retransfer Volatility Factor computed on the relevant Monthly Information Date M 2.3 Calculation of the Monthly Average Delinquency Ratio Monthly Delinquent Receivables Flow or MDelRF M means, on a Monthly Information Date M, the aggregate Outstanding Balance of Transferred Receivables that have become Delinquent Receivables during the Monthly Reporting Period M. Monthly Delinquency Ratio or MDelR M means the following ratio: MDelR M = MDelRF M / MMRNA, M-2 Where: MMRNA M, M-2 MDelRF M means the Monthly Maturing Receivables Nominal Amount of the Reference Month M-2. means the Monthly Delinquent Receivables Flow on the relevant Monthly Information Date M. Monthly Average Delinquency Ratio or MADelR M means, on a Monthly Information Date, the average of the last 3 Monthly Delinquent Ratio. 2.4 Calculation of the Monthly Dilution Ratio Monthly Dilution Amount or MDilA M means, on a Monthly Information Date M, the sum of the Credit Notes (with respect to any discount, premium, bonuses, set-off right held contractually or as a result of a court decision by the Debtor of a Transferred Receivables) reconciled with or applied to Transferred Receivables during the Monthly Reporting Period M. Monthly Dilution Matching Timeframe or MDilMT M means, on a Monthly Information Date, the weighted average timeframe (expressed in number of days) between (i) the date on which each Credit Notes included in the MDilA M has been reconciled with or applied to a Transferred Receivable by the Seller and (ii) the date on which such Transferred Receivable was transferred to the Fund. The result obtained is then rounded to the nearest integer number of months. Monthly Dilution Ratio or MDilR M means the following ratio: MDilR M = MDilA M / MTRA M-n Where: MTRA M-n means the Monthly Transferred Receivables Amount of the Reference Month corresponding to the Monthly Dilution Matching Timeframe M e.g if after PAR

209 rounding, the Monthly Dilution Matching Timeframe is 2, the Monthly Transferred Receivables Amount shall be the one of the Reference Month M-2. Monthly Average Dilution Ratio or MADilR M means, on a Monthly Information Date, the average of the last 3 Monthly Dilution Ratios. Monthly Expected Dilution Ratio or MEDR M means the 12 month rolling average of the MDilR M.. Monthly Dilution Ratio Standard Deviation or MDRSD M means, on a Monthly Information Date, the standard deviation of the last twelve MEDR M () as computed on the relevant Monthly Information Date M. Monthly Dilution Volatility Factor or MDilVF M means, on a Monthly Information Date: MDilVF M = Monthly Dilution Ratio Standard Deviation (MDRSD M ) x 1.96 Monthly Applicable Dilution Ratio or MADR M means, on a Monthly Information Date Where MADR M = (SF x MEDR M ) + MDilVF M SF means the Stress Factor i.e. 2.5 MEDR M MDilVF M corresponds to the Monthly Expected Dilution Ratio computed on the relevenat Monthly Information Date M corresponds to the Monthly Dilution Volatility Factor computed on the relevant Monthly Information Date M III - MONTHLY CALCULATION OF THE OVERCOLLATERISATION RATE 3.1 Calculation of the Monthly Dynamic Default Reserve Percentage Monthly Average Payment Term of the Transferred Receivables or MAPTTR M means, on a Monthly Information Date M, the weighted average time lag (expressed in number of months and rounded to the next number of month which is a multiple of 0.5) between (i) the contractual due date of each Transferred Receivable included in the MTRA M and (ii) the Weekly Settlement Date on which such Transferred Receivable was purchased by the Fund: Where: MAPTTR M = [SumPoduct (RR 1 :RR n ;Nbd RR1 :Nbd RRn )/ MTRA M ] / 30 RR 1 to n means the Outstanding Balance of each Transferred Receivable included in the MTRA M ; Nbd RR1 to RRn MTRA M means for each Transferred Receivable of the MTRA M, the number of days elapsed between the Weekly Settlement Date on each it was purchased by the Fund and its contractual due date; means the Monthly Transferred Receivables Amount of the Reference Month M Amount at Risk or AR M means, on a Monthly Information Date M, and considering the Monthly Average Payment Term of the Transferred Receivables (MAPTTR M ): if on such Monthly Information Date M, the MAPTTR M is 1, then the AR M shall correspond to the sum of the MTRA of the Reference Months : M multiplied by 2, M-1, M-2, and M-3 and M-4 ; PAR

210 (c) (d) (e) (f) (g) (h) if on such Monthly Information Date M, the MAPTTR M is 1.5 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied by 2, M-1, M-2, M-3, M-4 and, M-5 divided by 2; if on such Monthly Information Date M, the MAPTTR M is 2 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied by 2, M-1, M-2, M-3, M-4 and M-5 ; if on such Monthly Information Date M, the MAPTTR M is 2.5 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied by 2, M-1, M-2, M-3, M-4, M-5 and, M-6 divided by 2; if on such Monthly Information Date M, the MAPTTR M is 3 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied 2, M-1, M-2, M-3, M-4, M-5 and M-6; if on such Monthly Information Date M, the MAPTTR M is 3.5 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied by 2, M-1, M-2, M-3, M-4, M-5, M-6 and, M-7 divided by 2; if on such Monthly Information Date M, the MAPTTR M is 4 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied by 2, M-1, M-2, M-3, M-4, M-5, M-6 and M-7; if on such Monthly Information Date M, the MAPTTR M is 4.5 then the AR M shall correspond to the sum of the MTRA of the Reference Months: M multiplied by 2, M-1, M-2, M-3, M-4, M-5, M-6, M-7 and, M-8 divided by 2; Monthly Loss Horizon Ratio or MLHR M means, on a Monthly Information Date M, the greater of one and the ratio of (i) the Amount at Risk or AR M computed on such date on (ii) the Gross Outstanding Amount of Non Defaulted Receivables on such date. Monthly Dynamic Default Reserve Percentage or %MDDefRP M means: Where SF equals 2.5 %MDDefRP M = (SF x MLRP M x MLHR M ) + MDVF M MLRP M MLHR M MDVF M corresponds to the Monthly Loss Ratio Peak computed on such Monthly Information Date corresponds to the Monthly Loss Horizon Ratio computed on such Monthly Information Date corresponds to the Monthly Default Volatility Factor computed on such Monthly Information Date 3.2 Calculation of the Monthly Dynamic Retransfer Reserve Percentage Monthly Retransfer Horizon Amount or MRHA M means, on a Monthly Information Date M, and considering the Monthly Retransfer Timeframe rounded to the nearest half number of months, the following: (c) if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetT M is 1 month, then the MRHA M shall correspond to the MTRA of the Reference Month M x 2; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetTM is 1.5 months, then the MRHAM shall correspond to the sum of, the MTRA of the Reference Month M x 2 and 50% of the MTRA of the Reference Month M-1; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetT M is 2 months, then the MRHA M shall correspond to the sum of, the MTRA of the Reference Month M x 2 and the MTRA of the Reference Month M-1; PAR

211 (d) (e) (f) (g) (h) (i) if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetTM is 2.5 months, then the MRHAM shall correspond to the sum of, the MTRA of the Reference Month M x 2, the MTRA of the Reference Month M-1 and 50% of the MTRA of the Reference Month M-2; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetT M is 3 months, then the MRHA M shall correspond to the sum of, the MTRA of the Reference Month M x 2, the MTRA of the Reference Month M-1 and the MTRA of the Reference Month M-2; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetTM is 3.5 months, then the MRHAM shall correspond to the sum of, the MTRA of the Reference Month M x 2, the MTRA of the Reference Month M-1, the MTRA of the Reference Month M-2 and 50% of the MTRA of the Reference Month M-3; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetT M is 4 months, then the MRHA M shall correspond to the sum of, the MTRA of the Reference Month M x 2 and the MTRA of the Reference Months M-1, M-2 and M-3; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetTM is 4.5 months, then the MRHAM shall correspond to the sum of, the Reference Month M x 2, the MTRA of the Reference Months M-1, M-2, M-3 and 50% of the MTRA of the Reference Month M-4; if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetT M is 5 months, then the MRHA M shall correspond to the sum of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2, M-3 and M-4; (j) if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetTM is 5.5 months, then the MRHAM shall correspond to the sum of, the MTRA of the Reference Month M x 2, the MTRA of the Reference Months M-1, M-2, M-3, M-4 and 50% of the MTRA of the Reference Month M-5; (k) if on such Monthly Information Date M, the Monthly Retransfer Timeframe or MRetT M is 6 months, then the MRHA M shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2, M-3, M-4 and M-5; Monthly Retransfer Horizon Factor or MRHF M means on a Monthly Information Date, the greater of (i) one (1) and (ii) the Monthly Retransfer Horizon Amount divided by the Gross Outstanding Amount of Non Defaulted Receivables on such date. Monthly Dynamic Retransfer Reserve Percentage or %MDRetRP M means: Where %MDRetRP M = (SF x MRetRP M x MRHF M ) + MRetVF M SF equals 2.5 MRetRP M MRHF M MRetVF M corresponds to the Monthly Retransfer Ratio Peak computed on such Monthly Information Date corresponds to the Monthly Retransfer Horizon Factor computed on such Monthly Information Date corresponds to the Monthly Retransfer Volatility Factor computed on such Monthly Information Date 3.3 Calculation of the Monthly Dynamic Dilution Reserve Percentage Monthly Dilution Horizon Amount or MDHA M means, on a Monthly Information Date M, and considering the Monthly Dilution Matching Timeframe rounded to the nearest half number of months, the following: PAR

212 if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMT M is 1 month, then the MDHA M shall correspond to the MTRA of the Reference Month M x 2; if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMT M is 1.5 months, then the MDHA M shall correspond to the sum of the MTRA of the Reference Month M x 2 and 50% of the MTRA of the Reference Month M-1; (c) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMT M is 2 months, then the MDHA M shall correspond to the sum of the MTRA of the Reference Month Mx 2 and the MTRA of the Reference Month M-1; (d) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 2.5 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Month M-1 and 50% of the MTRA of the Reference Month M-2; (e) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 3 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1 and M-2; (f) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 3.5 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2 and 50% of the MTRA of the Reference Month M-3; (g) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 4 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2 and M-3; (h) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 4.5 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2, M-3 and 50% of the MTRA of the Reference Month M-4; (i) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 5 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2, M-3 and M-4; (j) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 5.5 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2, M-3, M-4 and 50% of the MTRA of the Reference Month M-5; (k) if on such Monthly Information Date M, the Monthly Dilution Matching Timeframe or MDilMTM is 6 months, then the MDHAM shall correspond to the sum of the MTRA of the Reference Month M x 2, and the MTRA of the Reference Months M-1, M-2, M-3, M-4 and M-5; Monthly Dynamic Dilution Reserve Amount or MDDilRA M means: MDDilRA M = MADilR M x MDHA M Where: MDHA M MADilR M means the Monthly Dilution Horizon Amount computed on the Monthly Information Date M. means the Monthly Applicable Dilution Ratio computed on the Monthly Information Date M. Monthly Dynamic Dilution Reserve Percentage or %MDDilRP M means: %MDDilRP M = MDDilRA M / GOANDR M PAR

213 Where: GOANDR M MDDilR M means the Gross Outstanding Amount of Non Defaulted Receivables computed on the Monthly Information Date M. means the Monthly Dynamic Dilution Reserve Amount computed on the Monthly Information Date M. 3.4 Calculation of the Debtor Concentration Ratio Debtor Gross Fundable Receivables Amount or DGFRA means, on a Monthly Information Date, for any given Debtor, the aggregate Outstanding Balance of Eligible Receivables to be purchased on the Weekly Settlement Date following such Monthly Information Date, which are Fundable Receivables, identified by an Invoice in the relevant IT Files established in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement. Debtor Outstanding Amount of Non Reconciled Cash or DOANRC means, on a Monthly Information Date, for any given Debtor, the aggregate outstanding amount of Collections received by the Servicer from such Debtor with respect to aclient which have not yet been reconciled with or applied to any specific Transferred Receivables, as reported in the relevant IT Files established in accordance in accordance with the provisions of the Receivables Purchase and Servicing Agreement. Debtor Outstanding Amount of Non Reconciled Credit Notes or DOANRCN means, on any Monthly Information Date, for any given Debtor, the aggregate outstanding amount of Credit Notes pending on the Clients accounts opened with Natixis Factor and relating to such given Debtor, which have not yet been reconciled with or applied to specific Transferred Receivables by the Servicer, as reported in the relevant IT Files established in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement sent to the Management Company on the Weekly Reporting Date preceding such Monthly Information Date. Debtor Net Fundable Receivables Amount or DNFRA M means, on a Monthly Information Date M, for any given Debtor, the following: DNFRA = DGFRA DOANRC - DOANRCN Debtor Group means all Debtors which belongs to the same group or any single Debtor which does not make part of a group, to the best knowledge of the Seller/Servicer, as indicated by it in the IT Files. Group Net Fundable Receivables Amount or GNFRA means, on a Monthly Information Date, for any Debtor Group, the sum of the DNFRA of all the Debtors belonging to such Debtor Group. Debtors Concentration Amount or DCA M means, on any Monthly Information Date, the highest of: the Group Net Fundable Receivables Amount of the main Debtor Group whose rating is AAA or F1 by Fitch and/or Aaa or P1 by Moody s; the Group Net Fundable Receivables Amount of the 2 (two) main Debtor Groups whose rating is AA+ to AA- by Fitch and/or Aa1 to Aa3 by Moody s (**); (c) the Group Net Fundable Receivables Amount of the 3 (three) main Debtor Groups whose rating is A+ to A- by Fitch and/or A1 to A3 by Moody s (**); (d) (e) the Group Net Fundable Receivables Amount of the 4 (four) main Debtor Groups whose rating is BBB+ to BBB- by Fitch and/or Baa1 to Baa3 by Moody s (**); the Group Net Fundable Receivables Amount of the 6 (six) main Debtor Groups whose rating is BB+ to BB- by Fitch and/or Ba1 to Ba3 by (**); PAR

214 (f) (g) the Group Net Fundable Receivables Amount of the 8 (eight) main Debtor Groups whose rating is B+ to B- by Fitch and/or B1 to B3 by Moody s (**); the Group Net Fundable Receivables Amount of the 10 (ten) main Debtor Groups which are non rated. (**) For each category,(c),(d),(e) and (f) above, should the number of Debtors and/or Debtor Groups not be sufficient for such computation purposes, the Management Company will add the required number of biggest Debtor Group(s) included in the following rating category (ies) in order to complete the concentration computation of the relevant category,(c),(d),(e) or (f). Debtors Concentration Ratio or %DCR M means, on any Monthly Information Date: %DCR M = DCA M / NFRA M 3.5 Calculation of the Overcollaterisation Rate Overcollaterisation Rate or OCR M means, on a Monthly Information Date M, the percentage being equal to: Where: OCR M = Max [%MDDefRP M + %MDRetRP M ; %DCR M] + %MDDilRP M %MDDefRP M %MDRetRP M %DCR M %MDDilRP M means the Monthly Dynamic Default Reserve Percentage computed on the Monthly Information Date M. means the Monthly Dynamic Retransfer Reserve Percentage computed on the Monthly Information Date M. means the Debtors Concentration Ratio computed on the Monthly Information Date M. means the Monthly Dynamic Dilution Reserve Percentage computed on the Monthly Information Date M. The Overcollaterization Rate computed on a Monthly Information Date during the Replenishment Period shall remain applicable by the Management Company until the next Monthly Information Date. On the Closing Date, the Overcollateralisation Rate is 20.5% IV - CALCULATION OF THE SENIOR FUNDING BASE 4.1 Calculation of the Debtors Industry Excess Amount Single Debtor Industry Class means, on each Weekly Information Date, during the Replenishment Period, the Industry Class to which each Debtor owing a Receivable to the Fund belongs such as described in column 1 of Table 3 figuring at the end of this Appendix II Single Debtor Industry Sub Class means, on each Weekly Information Date, during the Replenishment Period, the Industry Sub Class to which each Debtor owing a Receivable to the Fund belongs such as described in column 2 of Table 3 figuring at the end of this Appendix II Single Industry Class Percentage or SICP w means, on each Weekly Information Date: Where: SICP w = ADNFRAIC w / NFRA w PAR

215 ADNFRAIC w means the aggregate Debtors Net Fundable Receivables Amount of all Debtors belonging to a same Industry Class as computed on such Weekly Information Date NFRA w means the Net Fundable Receivables Amount computed on such Weekly Information Date Single Industry SubClass Percentage or SISCP w means, on each Weekly Information Date: Where: SISCP w = ADNFRAIC w / NFRA w ADNFRAIC w means the aggregate Debtors Net Fundable Receivables Amount of all Debtors belonging to a same Industry Sub Class as computed on such Weekly Information Date NFRA w means the Net Fundable Receivables Amount computed on such Weekly Information Date Single Industry Class Limit or SICL w means the percentage set out in column 5 of Table 3 figuring at the end of this Appendix II Single Industry SubClass Limit or SISCL w means the percentage (if any) set out in column 4 of Table 3 figuring at the end of this Appendix II Single Industry SubClass Excess Percentage or SISCEP w means as regard each Single Industry Sub Class: SISCEP w = Max [zero ; (SISCP W SISCL W )] Single Industry Class Excess Percentage or SICEP w means as regard each Single Industry Class : SICEP w = Max [zero ; (SICP W SICL W )] Single Industry SubClass Excess Amount or SISCEA w means as regard each Single Industry Sub Class: SISCEA w = SISCEP w x NFRA w Single Industry Class Excess Amount or SICEA w means for each Single Industry Class: SICEA w = Max [ SICEP w x NFRA w ; SUM_SISCEA w ] Where: SUM_SISCEA w means the aggregate of the Single Industry SubClass Excess Amount (if any) regarding all Industry SubClasses belonging to the same Industry Class Industry Excess Amount or IEA w means on a Weekly Information Date, the aggregate SICEA W of all Single Industry Class as computed on such Weekly Information Date. 4.2 Calculation of the Client Concentration Reserve Amount Single Client Excess Concentration Amount or SCECA means on each Weekly Information Date with respect to each single Clients Group, the amount by which the Net Fundable Receivable Amount of such Clients Group exceeds the Fund NFRA x 5%; Aggregate Client Excess Concentration Amount or ACECA means on each Weekly Information Date the sum of the SCECA on such date; PAR

216 Top Five Client Excess Concentration Amount or T5CECA means on each Weekly Information Date, the amount by which the Net Fundable Receivable Amount of the main five Clients Groups exceeds the Fund NFRA x 15%; Client Concentration Reserve Amount or CCRA means on each Weekly Information Date, the greater of (i) the Aggregate Client Excess Concentration Amount or (ii) the Top Five Client Excess Concentration Amount. 4.3 Calculation of the Senior Funding Base Senior Funding Base or SFB shall be equal, on each Weekly Information Date, to the smallest of the following amounts (after they have been rounded down to the next integer number of Notes): (c) the sum of (i) the Class A1 Notes issued on the Closing Date and (ii) the Class A2 Notes Maximum Issue Amount; the Net Fundable Receivable Amount computed on such Weekly Information Date multiplied by the percentage corresponding to 1 (one) minus the Global Floor Reserve Percentage equal to 18% ; the result of: NFRA x (1 - OCR M )) - CCRA W IEA W EDA ICD Where: NFRA OCR M CCRA IEA EDA ICD means the Net Fundable Receivables Amount computed on such Weekly Information Date; means the Ovecollaterisation Rate applicable on such Weekly Information Date which is (i) the OCR computed on the last Monthly Information Date if such Weekly Information Date is not a Monthly Information Date or (ii) the OCR computed on such Weekly Information Date if it is also a Monthly Information Date; means the Client Concentration Reserve Amount computed on such Weekly Information Date; means the Industry Excess Amount computed on such Weekly Information Date; means on the Initial Information Date only the Excess Delinquency Amount (if any) corresponding to the amount by which (i) the aggregate Outstanding Balance of Delinquent Receivables exceeds 2.25% of (ii) the Gross Outstanding Amount of Non Defaulted Receivables. (d) zero (0), from the Weekly Information Date (included) following the date of the exercise by Natixis Factor of the Senior Amortisation Option. V - CALCULATION OF THE INTEREST AND FEES RESERVE REQUIRED AMOUNT 5.1 Calculation of the Daily Sales Outstanding Daily Sales Outstanding (expressed in days) or DSO M means, on each Monthly Information Date M, the Gross Outstanding Amount of Eligible Receivables (GOAER M ) divided by the Monthly Transferred Receivables Amount (MTRA M ) as computed on such Monthly Information Date multiplied by 30 (thirty). The DSO of the three Reference Months preceding the ones of the Closing Date are set out in Table 2 at the end of this Appendix II. 5.2 Interest and Fees Reserve Required Amount Weighted Average Margin of the Notes or WAMN M means on any Monthly Information Date M: WAMN M = [(POCA1DD M x MCA1) + (POCA2DD M x MCA2)] / (POCA1DD M + POCA2DD M ) Where: PAR

217 POCA1DD M POCA2DD M MCA1 MCA2 means the Principal Outstanding of the Class A1 Notes on the Monthly Distribution Date following such Monthly Information Date (taking into consideration the payments to be made and/or received by the Fund on such Monthly Distribution Date); means the Principal Amount Outstanding of the Class A2 Notes on the Monthly Distribution Date following such Monthly Information Date (taking into consideration the payments to be made and/or received by the Fund on such Monthly Distribution Date); means the margin over Euribor applicable to the Class A1 Notes; means the Class A2 Notes Maximum Margin. Interest and Fees Reserve Required Amount or IFRRA M means, on any Monthly Information Date M, the sum of A and B below: A = [((AF M + TF M ) / PONDD M ) x (DSO M /360) x SF] x PONDD M ; B = [Max (Eur1M x ES; Eur1M Floor) + WAMN M ] x PONDD M x (DSO M /360) x SF Where: AF M TF M PONDD M DSO M means EUR 288,000.00, corresponding to the estimated annual fees (inclusive of VAT, if any) payable by the Fund in respect of (i) the Fund Management Company s fee, (ii) the Fund Custodian s fee, (iii) the statutory auditor s fee, (iv) the Paying Agent s fee, (v) the Fund Account Bank s fee and Cash Manager s fee, (vi) the Servicing Fee (vii) the Rating Agencies fees (viii) others parties such as the AMF and Euroclear, as such fees are defined in Section FUND EXPENSES ; means the amount in Euros corresponding to the estimated termination fees (inclusive of VAT, if any) payable by the Fund in respect of the liquidation fee of the Fund, as such fee is defined in Section FUND EXPENSES ; means the Principal Amount Outstanding of the Notes on the Monthly Distribution Date following such Monthly Information Date (taking into consideration the payments to be made and/or received by the Fund on such Monthly Distribution Date); means the Daily Sales Outstanding computed on the relevant Monthly Information Date M; SF means the Stress Factor i.e. 2.5; Eur1M means the official EURIBOR 1 Month published on the Business Day preceding such given Monthly Information Date M; Eur1M Floor ES WAMN M means 3% if DSO M x SF is lower or equal to 180 days or means 4% if DSO M x SF is higher than 180 days and lower or equal to 360 days ; means 1.6 Euribor Stress if DSO M x SF is lower or equal to 180 days or means 1,75 if DSO M x SF is higher than 180 days and lower or equal to 360 days ; means the Weighted Average Margin of the Notes. PAR

218 REFERENCE MONTH October 2012 TABLE 1 MONTHLY TRANSFERRED RECEIVABLES AMOUNT MTRA MONTHLY MATURING RECEIVABLE NOMINAL AMOUNT MMRNA September August July June May April PAR

219 TABLE 2 Monthly Default Ratio Monthly Average Default Ratio Monthly Retransfer Ratio Monthly Average Retransfer Ratio Month ly Diluti on Ratio Monthly Average Dilution Ratio DSO In days Monthly Delinquency Ratio Monthly Average Delinquency Ratio October % 1.14% 0.94% 1.11% 0.36% 0.35% % 2.79% September ,42% 1,16% 1,24% 1,12% 0,34% 0,33% % 2.88% August ,13% 1,00% 1,17% 1,03% 0,35% 0,31% % 2.78% July ,95% 0,96% 0,97% 0,96% 0,31% 0,27% % 2.55% June ,92% 0,84% 0,96% 0,99% 0,26% 0,30% May ,02% 0,78% 0,95% 1,02% 0,25% 0,33% April ,58% 0,68% 1,05% 1,09% 0,39% 0,34% March ,74% 0,80% 1,08% 1,46% 0,37% 0,43% February ,72% 0,85% 1,14% 1,45% 0,28% 0,50% January ,94% 0,86% 2,18% 1,43% 0,65% 0,48% December ,89% 0,86% 1,03% 1,30% 0,58% 0,41% November ,75% 0,92% 1,07% 1,34% 0,20% 0,30% October ,95% 1,05% 1,79% 1,35% 0,46% 0,30% PAR

220 1 Products of agriculture, hunting and related services 2 Products of forestry, logging and related services TABLE 3 Industry Sub Class and Class Limits 3 Fish and other fishing products; aquaculture products; support services to fishing 5 Coal and lignite 6 Crude petroleum and natural gas 7 Metal ores 8 Other mining and quarrying products 9 Mining support services 10 Food products 11 Beverages 12 Tobacco products 13 Textiles 14 Wearing apparel 15 Leather and related products 16 Wood and of products of wood and cork, except furniture; articles of straw and plaiting mat 17 Paper and paper products 18 Printing and recording services 19 Coke and refined petroleum products PAR Sub Class Limit Class Limit Agriculture 2,00% Mining 2,00% 20 Chemicals and chemical products 5,00% 21 Basic pharmaceutical products and pharmaceutical preparations 22 Rubber and plastic products 10,00% 23 Other non-metallic mineral products 24 Basic metals 25 Fabricated metal products, except machinery and equipment 26 Computer, electronic and optical products 27 Electrical equipment 28 Machinery and equipment n.e.c. 29 Motor vehicles, trailers and semi-trailers 15,00% 30 Other transport equipment 31 Furniture 32 Other manufactured goods 33 Repair and installation services of machinery and equipment Manufacturing 50,00% 35 Electricity, gas, steam and air conditioning 5,00% 36 Natural water; water treatment and supply services 37 Sewerage services; sewage sludge 38 Waste collection, treatment and disposal services; materials recovery services 39 Remediation services and other waste management services 41 Buildings and building construction works 42 Constructions and construction works for civil engineering 43 Specialised construction works 45 Wholesale and retail trade and repair services of motor vehicles and motorcycles Water Supply 5,00% Construction 10,00% 46 Wholesale trade services, except of motor vehicles and motorcycles 15,00% 47 Retail trade services, except of motor vehicles and motorcycles 12,00% 49 Land Transport Services and transport via pipelaines 50 Water transport services 51 Air transport services 52 Warehousing and support services for transportation 53 Postal and courier services 55 Accommodation services 56 Food and beverage serving services 58 Publishing services 59 Motion picture, video and television programme production services, sound recording and music publishing 60 Programming and broadcasting services 61 Telecommunications services 62 Computer programming, consultancy and related services 63 Information services 64 Financial services, except insurance and pension funding 65 Insurance, reinsurance and pension funding services, except compulsory social security Wholesale &Retail Trade 25,00% Transportation and Storage 10,00% Accomodation and Food Activities 5,00% Information and communication 5,00% 66 Services auxiliary to financial services and insurance services Financial and Insurance Activities 2,00% 68 Real estate services 2,00% 69 Legal and accounting services 70 Services of head offices; management consulting services 71 Architectural and engineering services; technical testing and analysis services 72 Scientific research and development services 73 Advertising and market research services 74 Other professional, scientific and technical services 75 Veterinary services 77 Rental and leasing services 78 Employment activities 79 Travel agency, tour operator and other reservation services and related services 80 Security and investigation services 81 Services to buildings and landscape Professional, Scientific and technical services 10,00% 82 Office administrative, office support and other business support services Administrative and Support 5,00% 84 Public administration and defence services; compulsory social security services 5,00% 85 Education services 2,00% 86 Human health services 87 Residential care services 88 Social work services without accommodation 90 Creative, arts and entertainment services 91 Library, archive, museum and other cultural services 92 Gambling and betting services 93 Sporting services and amusement and recreation services 94 Services furnished by membership organisations 95 Repair services of computers and personal and household goods 96 Other personal services 97 Services of households as employers of domestic personnel Human health and social work 2,00% Arts Entertainement 2,00% Other Services 2,00% 98 Undifferentiated goods and services produced by private households for own use Services of Households as employers 2,00% 99 Services provided by Extraterritorial Organisations and Bodies 2,00% Vide Non referenced in NF Bases 1,50%

221 APPENDIX III - RATINGS Application has been made to Fitch and Moody s, in their capacity as Rating Agencies appearing on the list established by the decree dated of 23 August 1991, to provide ratings for the Rated Notes and to prepare the rating documents as specified in article L of the French Monetary and Financial Code. The ratings assigned by the Rating Agencies to the Rated Notes address the timely payment of interest to the Noteholders on each Monthly Distribution Date and the ultimate payment of principal at the latest on the Final Legal Maturity Date. The ratings assigned by the Rating Agencies should not be considered as a recommendation or an invitation to subscribe, to sell or to purchase any Class A1 Notes. Such ratings may be, at any time, revised, suspended or otherwise withdrawn by the Rating Agencies. This assessment of the Rating Agencies takes into account the capacity of the Fund to reimburse in full the principal of the Rated Notes at the latest on the Final Legal Maturity Date. It also takes into account the nature and characteristics of the Transferred Receivables, the regularity and continuity of the cash flows from the transaction, the legal aspects relating to Rated Notes and the nature and extent of the coverage of the credit risks related to Rated Notes of each class. The rating of the Rated Notes does not involve any assessment of the yield that any holder of any such Rated Note may receive. The preliminary ratings assigned to the Rated Notes, as well as any revision, suspension, or withdrawal of such preliminary ratings that the Rating Agencies reserve the right to make subsequently, based on any information that comes to their attention: - are formulated by the Rating Agencies on the basis of information communicated to them and of which the Rating Agencies guarantee neither the accuracy nor the comprehensiveness, thus the Rating Agencies cannot in any way be held responsible for said credit ratings, except in the event of deceit or serious error demonstrated on their part; and - do not constitute and therefore, should not in any way be interpreted as constituting, with respect to any subscribers of Rated Notes of each class, an invitation, recommendation or incentive to perform any operation involving Rated Notes, in particular in this respect, to purchase, hold, keep, pledge or sell said Rated Notes. PAR

222 APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH [TBC] PAR

223 APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY S [TBC] PAR

224 MANAGEMENT COMPANY Eurotitrisation 41, rue Délizy Pantin France CUSTODIAN Natixis 30, Avenue Pierre Mendès France Paris France SELLER AND SERVICER Natixis Factor 30, Avenue Pierre Mendès France Paris France PAYING AGENT CACEIS Corporate Trust 1-3, place Valhubert Paris France ARRANGER AND LEAD MANAGER Natixis 30, Avenue Pierre Mendès France Paris France RATING AGENCIES Fitch France S.A.S. 60 rue Monceau Paris France Moody s Investor Service Ltd One Canada Square London, E14 5FA United Kingdom STATUTORY AUDITOR Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France LEGAL ADVISERS TO THE LEAD MANAGER AND ARRANGER Freshfields Bruckhaus Deringer LLP 2 rue Paul Cézanne Paris France PAR