PROSPECTUS VISA DE L AUTORITE DES MARCHÉS FINANCIERS En application des articles L. 412-1 et L. 621-8 du Code monétaire et financier et de son Règlement Général, notamment ses articles 211-1 à 216-1 et 421-1 et suivants, l Autorité des Marchés Financiers a apposé le visa numéro FCT N 12-17 en date du 19 juillet 2012 sur le Prospectus. Le Prospectus a été établi par chacun des co-fondateurs du compartiment et engage la responsabilité de ses signataires. Le visa, conformément aux dispositions de l article L. 621-8-1 I du Code monétaire et financier a été attribué après que l Autorité des Marchés Financiers a vérifié si le document est complet et compréhensible, et si les informations qu il contient sont cohérentes. Il n implique ni approbation de l opportunité de l opération, ni authentification des éléments comptables et financiers présentés. English translation for information purposes: Pursuant to articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code and of the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers), and in particular of articles 211-1 to 216-1 and 421-1 et seq. thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on 19 July 2012 under number FCT N 12-17. The Prospectus has been established by each of the co-founders of the Compartment and its signatories accept responsibility therefor. The visa, in accordance with the provisions of article L. 621-8-1 I of the French Monetary and Financial Code, was delivered after the Autorité des Marchés Financiers having verified if the document is complete and understandable, and if the information contained in it are consistent. It does not imply an approval of the advisability of the transaction, nor the authentification of the accounting and financial information set out herein. AUTO ABS COMPARTIMENT 2012-1 AUTO ABS FCT FONDS COMMUN DE TITRISATION A COMPARTIMENTS (articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10 and L. 231-7 of the French Monetary and Financial Code) 723,600,000 Class A Asset-Backed Floating Rate Notes due 27 July 2026 (Private Placement / Issue Price: 100 per cent.) France Titrisation Management Company Banque PSA Finance Custodian AUTO ABS COMPARTIMENT 2012-1 (the Compartment ) is the third compartment of the French fonds commun de titrisation à compartiments AUTO ABS FCT (the FCT ) established jointly by France Titrisation (the Management Company ) and Banque PSA Finance (the Custodian ) on 25 November 2010. The FCT is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code and by the general regulations entered into on 23 November 2010 between the Management Company and the Custodian (the General Regulations ). The purpose of the FCT is to issue debt securities and to purchase on a regular basis receivables from a French entity included in the PSA Group (as defined below) or, as the case may be, from any suppliers or authorised business partners of (and designated by) the PSA Group. The Compartment is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code, the General Regulations and the compartment regulations entered into on or before the Closing Date by the Management Company and the Custodian (the Compartment Regulations ). On the Closing Date and on each Purchase Date thereafter, the Compartment will purchase from the Compagnie Générale de Crédit aux Particuliers ( Crédipar or the Seller ) a portfolio of receivables arising from auto lease contracts (the Auto Lease Contracts ) entered into by the Seller with certain lessees in respect of cars produced by Automobiles Peugeot or Automobiles Citröen (the Cars ) and the receivables arising from the sale of cars to third parties in cases where such cars are not purchased by the lessees (the Receivables ). The Receivables will be exclusively allocated to the Compartment by the Management Company. The FCT will issue in respect of the Compartment 723,600,000 Class A Asset-Backed Floating Rate Notes (the Class A Notes ) and 356,400,000 Class B Asset-Backed Floating Rate Notes (the Class B Notes, and together with the Class A Notes, the Notes ). This Prospectus has not been prepared in the context of a public offer of the Notes in the Republic of France within the meaning of article L.411-1 of the French Monetary and Financial Code and articles 211-1 et seq. of the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers). The Class A Notes will only be offered and sold (i) in France to qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each case that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, article L. 411-2-II of the French Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents). Application has been made to the Autorité des Marchés Financiers in its capacity as competent authority under French law for the Class A Notes to be listed on the Paris Stock Exchange (Euronext Paris). The Class B Notes will not be listed and will only be subscribed by Banque PSA Finance. The FCT will also issue 2 asset-backed units in respect of the Compartment (in the denomination of 150 each) (the Residual Units ), which will be subscribed by Crédipar.
The Class A Notes are expected, on issue, to be assigned an AAAsf rating by Fitch France S.A. ( Fitch ) and an AAA(sf) rating by Standard & Poor s (a division of The McGraw-Hill Companies, Inc.) ( S&P and, together with Fitch, the Rating Agencies ). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the Rating Agencies (see Section Ratings ). For a discussion of certain significant factors affecting investments in the Notes, see Sections RISK FACTORS SPECIAL CONSIDERATIONS and SUBSCRIPTION AND OFFERING OF THE NOTES on pages 54 and 201 of this Prospectus. PAR3322943 2
The Class A Notes will be issued in denominations of 100,000 each and will at all times be represented in book entry form (dématérialisée), in compliance with article L. 211-4 of the French Monetary and Financial Code. No physical documents of title will be issued in respect of the Notes. The Class A Notes will, upon issue, be registered in the books of Clearstream Banking Luxembourg, Société Anonyme ( Clearstream Banking ) and Euroclear France, S.A. ( Euroclear and, together with Clearstream Banking, the Clearing Systems, as defined by article L. 330-1 of the French Monetary and Financial Code) (see Section TERMS AND CONDITIONS OF THE NOTES Form, Denomination and Title ). The Notes and the Residual Units are backed by the Receivables purchased by the FCT from time to time during the Revolving Period and allocated to the Compartment by the Management Company. Pursuant to the General Regulations, the holders of the notes and of the units issued in respect of any compartment of the FCT will only be repaid from the moneys and proceeds arising from the assets allocated to that compartment to the exclusion of any asset allocated to any other compartment and subject to the applicable Priority of Payments. Consequently, the Compartment shall remain strictly segregated (autonome, séparé et distinct) from any other compartment of the FCT. Interest on the Notes is payable by reference to successive Interest Periods. During the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period, each Note bears interest on each Payment Date at an annual interest rate equal to the 1-month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3-month EURIBOR) plus the Relevant Margin as set out below (see Section DESCRIPTION OF THE NOTES, TERMS AND CONDITIONS OF THE NOTES Interest ). Class of Notes Initial Principal Amount Interest Rate Class A Notes 723,600,000 1 month EURIBOR (*) + 1.20 per cent. p.a. Class B Notes 356,400,000 1 month EURIBOR (*) + 1.50 per cent. p.a. (*) or, in respect of the first Interest Period, the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3-month EURIBOR. During the Revolving Period, the Notes will not be subject to redemption, except in case of a Partial Early Amortisation. During the Amortisation Period and the Accelerated Amortisation Period, the Notes are subject to mandatory partial redemption on each Payment Date (other than a Reduced Payment Date), on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets Allocated to the Compartment and the applicable Priority of Payments, until the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero or (ii) the Final Legal Maturity Date and provided that the Class B Notes will start to be redeemed only after the Class A Notes have been redeemed in full. On each Payment Date, payments of interest due in respect of the Class B Notes will be subordinated to payments of interest due in respect of the Class A Notes. On each Payment Date during the Amortisation Period and the Accelerated Amortisation Period, payments of principal due in respect of the Class B Notes will be subordinated to payments of principal due in respect of the Class A Notes (see Sections DESCRIPTION OF THE CLASS A NOTES and TERMS AND CONDITIONS OF THE NOTES Redemption ). In accordance with and subject to the terms of the Compartment Regulations, the FCT will be entitled to purchase Additional Receivables from the Seller during the Revolving Period which is expected to end on the Payment Date falling in January 2015 inclusive. Such Additional Receivables will be exclusively allocated to the Compartment by the Management Company (see Section DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT ). PAR3322943 3
This Prospectus is prepared in connection with a general memorandum (Note de Référence Générale) (the General Memorandum ) prepared by the Management Company and the Custodian and registered with the Autorité des Marchés Financiers on 28 October 2010 under number NR 10-01. This Prospectus constitutes a prospectus within the meaning of article 5 of Directive 2003/71/EC. This Prospectus has been prepared by the Management Company and the Custodian solely for use in connection with the offering of the Class A Notes on the Paris Stock Exchange (Euronext Paris). This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Class A Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. No action has been taken or shall be taken by the Management Company, the Custodian, the Joint Lead Managers or the Joint Arrangers, that shall permit a public offer of the Class A Notes in any jurisdiction. Neither the Joint Lead Managers, the Joint Arrangers nor any of their respective affiliates 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. No Joint Lead Manager or Joint Arranger 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 Notes, no person has been authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations shall not be relied upon as having been authorised by or on behalf of the Seller, the Servicer or any other company within the PSA Group, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers named on the front page. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law or regulations. Persons coming into possession of this Prospectus are required to enquire regarding, and to comply with, any such restrictions. In accordance with the provisions of article L. 214-44 of the French Monetary and Financial Code, the Notes issued by the FCT in relation to the Compartment may not be sold by way of brokerage (démarchage). Neither this Prospectus nor the General Memorandum should be construed as a recommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within the PSA Group, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers to any recipient of this Prospectus and the General Memorandum, or any other information supplied in connection with the issue of Notes, to subscribe or acquire any such Notes. Each potential investor should conduct an independent investigation of the financial terms and conditions of the Notes, and an assessment of the creditworthiness of the FCT, with respect to the Compartment, the risks associated with the Notes and of the tax, accounting and legal consequences of an investment in the Notes and should consult an independent legal tax or accounting adviser to this effect. THE LIABILITIES IN CONNECTION WITH NOTES ARE EXCLUSIVELY BORNE BY THE FCT AND ARE LIMITED TO THE COMPARTMENT. NEITHER THE NOTES ISSUED BY THE FCT NOR THE ASSETS ALLOCATED TO THE COMPARTMENT, ARE, OR WILL BE, GUARANTEED IN ANY WAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE PSA GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THE COMPARTMENT CASH MANAGER, THE PAYING AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNT BANK, THE DATA PROTECTION AGENT, THE JOINT ARRANGERS, THE JOINT LEAD MANAGERS, OR BY ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NOR ANY OTHER COMPANY WITHIN THE PSA GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE COMPARTMENT ACCOUNT BANK, THE COMPARTMENT CASH MANAGER, THE PAYING AGENT, THE INTEREST RATE SWAP COUNTERPARTIES, THE JUNIOR SWAP PROVIDER, THE SPECIALLY DEDICATED ACCOUNT BANK, THE DATA PROTECTION AGENT, THE JOINT ARRANGERS OR THE JOINT LEAD MANAGERS WILL BE LIABLE, OR PROVIDE ANY GUARANTEES FOR, THE NOTES ISSUED BY THE FCT IN RESPECT OF THE COMPARTMENT. ONLY THE PAR3322943 4
MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF NOTES AGAINST THIRD PARTIES. The Notes will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) under applicable U.S. state securities laws or under the laws of any jurisdiction. The Notes have not and will not be offered for subscription or sale in the United States of America or to or for the account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certain circumstances where the contemplated transactions do not require any registration under the Securities Act (see Section SUBSCRIPTION AND OFFERING OF THE NOTES United States of America ). No guarantee can be given to any potential investor with respect to the private placement of the Class A Notes, as to the creation or development of a secondary market for the Class A Notes by way of their listing on the Paris Stock Exchange (Euronext Paris). Each of the Management Company and the Custodian, in their capacity as founders of the FCT and the Compartment, assumes responsibility for the information contained in this Prospectus, as set out in Section ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS. Each of the Seller and Banque PSA Finance accepts responsibility for the information contained in Sections DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES, STATISTICAL INFORMATION RELATING TO THE INITIAL PORTFOLIO OF RECEIVABLES, HISTORICAL PERFORMANCE DATA, UNDERWRITING AND MANAGEMENT PROCEDURES and DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER of this Prospectus (the PSA Information ). To the knowledge of the Seller and of Banque PSA Finance (having taken all reasonable care to ensure that such is the case), the PSA Information is in accordance with the facts and does not omit anything likely to affect the import of the PSA Information. Deutsche Bank only accepts responsibility for that information set out in Section DESCRIPTION OF DEUTSCHE BANK of this Prospectus (the Deutsche Bank Information ). To the best of the knowledge and belief of Deutsche Bank (having taken all reasonable care to ensure that such is the case), the Deutsche Bank Information is in accordance with the facts and does not omit anything likely to affect the import of the Deutsche Bank Information. Deutsche Bank accepts no responsibility for any other information contained in this Prospectus and has not separately verified any such other information. Natixis only accepts responsibility for that information set out in Section DESCRIPTION OF NATIXIS of this Prospectus (the Natixis Information ). To the best of the knowledge and belief of Natixis (having taken all reasonable care to ensure that such is the case), the Natixis Information is in accordance with the facts and does not omit anything likely to affect the import of the Natixis Information. Natixis accepts no responsibility for any other information contained in this Prospectus and has not separately verified any such other information. Neither the delivery of this Prospectus, nor the offering of the Class A Notes shall, under any circumstances, constitute or create any representation or imply that the information (whether financial or otherwise) contained in this Prospectus regarding the FCT, the Compartment, the Seller, the Data Protection Agent, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers or any other entity involved in the distribution of the Notes, shall remain valid at any time subsequent to the date of this Prospectus. While the information set out in this Prospectus comprises a description of certain provisions of the Transaction Documents, it should be read as a summary only and it is not intended as a full statement of the provisions of such Transaction Documents. In this Prospectus, unless otherwise specified or required by the context, references to Euro, or EUR are to the lawful currency of the Republic of France as of 1 January 1999, such date being the commencement of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. PAR3322943 5
PROCEDURE OF ISSUE AND PLACEMENT OF THE NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION This Prospectus relates to the placement procedure for Notes issued by a French fonds commun de titrisation à compartiments as governed by the provisions of the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers). The purpose of this Prospectus is to set out (i) the general terms and conditions of the assets and liabilities of the Compartment, (ii) the general characteristics of the Receivables which may be acquired from the Seller (and any of its successors) in respect of the Compartment, and (iii) the general principles of establishment and operation of the Compartment. General Regulations and Compartment Regulations The General Memorandum relating to the FCT has been registered with the Autorité des Marchés Financiers under the number NR10-01 on 28 October 2010. Upon subscription or purchase of any Notes, its holder shall be automatically and without any further formality (de plein droit) bound by the provisions of both the General Regulations and the Compartment Regulations, as both may be amended from time to time by any amendments to any of the General Regulations and the Compartment Regulations jointly agreed by the Management Company and the Custodian in accordance with the terms thereof. As a consequence, each holder of a Note is deemed to have full knowledge of the operation of the FCT and of the Compartment, and in particular, of the characteristics of the Receivables purchased by such Compartment, of the terms and conditions of the Notes and of the identity of the parties participating to the management of the FCT and the Compartment. This Prospectus contains the main provisions of the Compartment Regulations. Any person wishing to obtain a copy of the Compartment Regulations, a copy of the General Regulations, and/or the Master Definitions Agreement, may request a copy from the Management Company with effect from the date of distribution of this Prospectus. Defined Terms For the purposes of this Prospectus, capitalised terms will have the meaning assigned to them in Appendix I of this Prospectus. Information This Prospectus may only be used with the General Memorandum. A hard copy of the General Memorandum and of this Prospectus shall be made available free of charge during normal business hours at the registered office of each of the Custodian, the Management Company and the Paying Agent and an electronic version of the General Memorandum and the Prospectus shall be sent by email by the Management Company upon request by any person. In addition, the Management Company shall publish the Prospectus on its website. PAR3322943 6
TABLE OF CONTENTS SECTIONS PAGE PROCEDURE OF ISSUE AND PLACEMENT OF THE NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION...6 ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS... 14 STATUTORY AUDITORS OF THE COMPARTMENT... 15 STRUCTURE DIAGRAM OF THE TRANSACTION... 16 SUMMARY OF THE TRANSACTION... 17 GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT... 38 Legal Framework... 38 General Regulations... 38 Compartment Principles... 39 The Compartment AUTO ABS COMPARTIMENT 2012-1... 40 Litigation... 40 Financial statements... 40 DESCRIPTION OF THE RELEVANT ENTITIES... 42 The Management Company... 42 The Custodian... 46 The Seller... 47 The Servicer... 48 The Specially Dedicated Account Bank...49 The Compartment Account Bank... 49 The Compartment Cash Manager... 50 The Paying Agent... 50 The Data Protection Agent... 51 The Interest Rate Swap Counterparties... 51 The Junior Swap Provider... 52 The Joint Lead Managers... 52 Joint Lead Managers... 52 The Statutory Auditor... 52 The Rating Agencies... 52 The Legal Advisers... 53 RISK FACTORS - SPECIAL CONSIDERATIONS... 54 Risks relating to the assets and the Transaction Documents... 54 Limited Recourse to the Assets Allocated to the Compartment... 54 Historical and Other Information... 54 Geographical Concentration... 54 Forecasts and Estimates... 54 Obligors Ability to Pay... 55 No notification of the Assignment to the Obligors... 55 Market value of the Purchased Receivables... 56 No right or security interest in the Cars... 56 Credit Risk of the Parties to the Transaction Documents... 57 Servicer Substitution Risk... 57 No independent investigation - Representations and Warranties... 57 Certain Conflicts of Interest... 58 Authorised Investments... 60 French Rules Regarding Data... 60 Ability to obtain the Decryption Key... 60 Individual Insurance Contract... 61 Risks relating to the French Law aspects... 61 PAR3322943 7
Selected French law aspects... 61 Selected French insolvency law aspects... 61 Change of Law... 64 Risks relating to the Notes... 65 General... 65 Credit Enhancement Provides Only Limited Protection Against Losses... 65 Greater Risk for the Class B Notes... 65 Other Account only for Specific Purposes... 66 Yields to Maturity and Weighted Average Life of the Class A Notes... 66 Interest Rate Risk... 66 Early Liquidation of the Issuer...67 Interest Shortfall... 67 No Liquidity on the Secondary Market Transfer Restrictions... 67 Rating of the Class A Notes... 67 Withholding Tax... 68 EU Directive on the taxation of savings income...69 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...69 Eurosystem Eligibility... 70 Transparency Directive... 71 Liability under the Notes Direct Exercise of Rights... 71 OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS... 73 General... 73 Periods of the Compartment...73 Revolving Period... 73 Partial Early Amortisation... 77 Amortisation Period... 77 Accelerated Amortisation Period... 79 Calculations of Available Collections... 81 Allocation of Available Collections in respect of each Collection Period... 81 Allocation to the Principal Account... 81 Allocation to the Interest Account... 81 Accelerated Amortisation Period... 82 Instructions of the Management Company... 82 Compartment Accounts... 82 Reduced Payment Date...82 Information... 82 Calculations and Determinations Duties of the Management Company... 82 Distributions... 83 Priority of Payments during the Revolving Period and the Amortisation Period... 83 Interest Priority of Payments... 83 Principal Priority of Payments... 84 Priority of Payments during the Accelerated Amortisation Period...85 DESCRIPTION OF THE NOTES AND THE RESIDUAL UNITS... 87 General... 87 Transferable Securities and Financial Instruments... 87 Book-Entry Securities and Registration... 87 Transfer... 87 Regulatory Capital Treatment of the Class A Notes... 87 Issue and Listing... 88 Placement and subscription... 89 Paying Agency Agreement... 89 Rating... 89 Class B Notes and Residual Units... 89 PAR3322943 8
WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES... 90 General... 90 Weighted Average Life of the Class A Notes... 90 DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT... 93 General Characteristics of the Assets Allocated to the Compartment... 93 General Description of the Assets Allocated to the Compartment... 93 Allocation of the cash flows generated by the Assets Allocated to the Compartment... 94 DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES... 95 Transfer of Receivables to the FCT... 95 Eligibility Criteria... 95 Contracts Eligibility Criteria... 95 Receivables Eligibility Criteria... 98 Undertakings with respect to the Receivables - Global Portfolio Limits... 99 Ancillary Rights... 100 STATISTICAL INFORMATION RELATING TO THE INITIAL PORTFOLIO OF RECEIVABLES... 101 General Financial Characteristics... 101 Information relating to the initial portfolio of Receivables... 101 HISTORICAL PERFORMANCE DATA... 108 DESCRIPTION OF THE MASTER PURCHASE AGREEMENT... 114 Introduction... 114 Assignment of the Receivables... 114 Assignment of Initial Receivables on the First Purchase Date... 114 Transfer of Additional Receivables on the Subsequent Purchase Dates... 114 Representation and Warranties of the Seller... 115 Representation and warranties relating to the Seller... 115 Representations and Warranties relating to the conformity of the Series of Receivables... 116 Covenants of the Seller... 116 Sale of the Cars... 116 Other covenants... 117 Purchase Price of the Receivables... 120 Failure to conform and remedies... 120 General... 120 Remedies in case of non-conformity... 121 Limits of the remedies in case of non-conformity... 122 General Reserve Fund... 122 Benefit of the Master Purchase Agreement... 123 Seller Performance Undertakings and Performance Reserve Fund... 124 Assignment of Purchased Receivables which are due or accelerated... 126 Termination of the Master Purchase Agreement... 126 Governing Law... 126 DESCRIPTION OF THE MASTER SERVICING AGREEMENT... 127 Appointment of the Servicer... 127 Duties of the Servicer... 127 Servicing Procedures... 127 Collection of the Purchased Receivables... 127 Custody of the Documents... 128 Information... 128 Sub-contracts... 128 Servicing Fees... 128 Representation and warranties of the Servicer... 129 Covenants of the Servicer... 130 Individual Insurer... 130 Other covenants... 130 Renegotiations... 132 PAR3322943 9
Contentious Renegotiations... 132 Commercial Renegotiations... 132 Commingling Reserve... 133 Servicer Termination Events... 134 Termination of the Master Servicing Agreement... 135 Governing Law... 135 DESCRIPTION OF THE DATA PROTECTION AGREEMENT... 136 Appointment of the Data Protection Agent... 136 Encrypted Data... 136 Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data Protection Agent... 136 Delivery of the Decryption Key by the Data Protection Agent... 137 Termination of the Data Protection Agreement... 137 General... 137 Governing Law... 138 SPECIALLY DEDICATED BANK ACCOUNT... 139 Specially Dedicated Account Bank Agreement... 139 Operation until notification by the Management Company... 139 Credit... 139 Debit... 139 Change of Specially Dedicated Account Bank... 141 Governing Law... 141 UNDERWRITING AND MANAGEMENT PROCEDURES... 142 General Information... 142 Organisation... 142 Description of Credipar's regional network... 142 Underwriting and validation of the lease applications... 143 Underwriting procedures... 143 Risk assessment... 143 Credit scoring... 143 Behavioural scoring... 144 Assessment of the financial solvency of the Debtors... 144 Original Loan to Value ratio (OLTV)... 144 External databases... 144 Levels of decision making... 145 Validation of applications... 145 Management of performing leases and collection procedures... 145 Prepayments... 145 Late payments and litigation... 145 Sale of the vehicles... 146 Personal insolvency management (Neiertz procedure)... 146 DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER... 147 Banque PSA Finance in France... 148 Crédipar... 148 Key Figures of the Seller... 148 Retention and disclosure requirements under the Capital Requirements Directive... 149 USE OF PROCEEDS... 151 TERMS AND CONDITIONS OF THE NOTES... 152 1. Form, Denomination and Title... 152 2. Status and Relationship between the Class A Notes and the Class B Notes... 153 (a) Status... 153 (b) Relationship between the Class A Notes, the Class B Notes and the Residual Units... 153 (c) Priority of Payments during the Revolving Period and the Amortisation Period... 153 3. Interest... 157 (a) General... 157 PAR3322943 10
(b) Payment Dates and Interest Periods... 157 (c) Rate of Interest on the Notes... 158 (d) Determination of rate of Interest and calculation of the interest amount... 158 (e) Interest Rate Swap Agreements... 159 4. Redemption... 159 (a) Revolving Period... 159 (b) Partial Early Amortisation... 159 (c) Amortisation Period... 159 (d) Accelerated Amortisation Period... 160 (e) Determination of the amortisation of the Notes... 160 5. Payments... 161 (a) Method of Payment... 161 (b) Initial Paying Agent... 162 (c) Payments made on Business Days... 163 6. Prescription... 163 7. Representation of the Noteholders... 163 (a) The Masse... 163 (b) Status of each Masse... 163 (c) Noteholder Representative... 164 (d) Noteholders' Meetings... 165 8. Notice to Noteholders... 166 9. Limited Recourse and Assets Allocated to the Compartment... 166 10. Further Issues... 167 11. Governing Law and Submission to Jurisdiction... 167 (a) Governing Law... 167 (b) Submission to Jurisdiction... 167 FRENCH TAXATION REGIME... 168 DESCRIPTION OF THE COMPARTMENT ACCOUNTS... 170 Compartment Account Bank Agreement... 170 The Compartment Accounts... 170 Opening of Collateral Accounts... 173 Release of the General Reserve... 173 Release of the Commingling Reserve... 173 Release of the Performance Reserve... 174 Allocation of the Compartment Accounts... 174 Downgrading of the Rating and Resignation of the Compartment Account Bank... 174 Governing Law... 174 Credit and debit of the Compartment Accounts... 174 NO RECOURSE OR LIMITED RECOURSE AGAINST THE FCT... 176 CREDIT STRUCTURE... 177 Excess Margin and Hedging Mechanisms... 177 Representations and warranties related to the Purchased Receivables... 177 Excess Margin... 177 Interest Rate Swap Agreements... 177 Junior Swap Agreement... 181 General... 181 Subordination... 181 General Reserve Fund... 182 General Reserve Cash Deposit... 182 Purpose of the General Reserve Cash Deposit... 182 Investment of the General Reserve Cash Deposit... 182 General Reserve Required Amount... 182 Reimbursement of the General Reserve Cash Deposit... 183 Credit Enhancement... 183 Class A Notes... 183 PAR3322943 11
Class B Notes... 183 Global Level of Credit Enhancement... 183 DESCRIPTION OF DEUTSCHE BANK AS INTEREST RATE SWAP COUNTERPARTY... 184 DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTERPARTY... 185 COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES... 186 Introduction... 186 Authorised Investments... 186 Investment rules... 186 Compartment Cash Management Agreement... 187 Termination of the Compartment Cash Management Agreement... 187 Resignation of the Compartment Cash Manager... 187 Governing law... 187 LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES... 188 Introduction... 188 Liquidation... 188 Clean-up Offer... 188 Repurchase of the Purchased Receivables... 188 Liquidation Procedure of the Compartment... 189 MODIFICATIONS TO THE TRANSACTION... 191 GOVERNING LAW SUBMISSION TO JURISDICTION... 192 Jurisdiction... 192 Governing Law... 192 GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT... 193 Purchased Receivables and income... 193 Issued Notes and income... 193 Expenses, fees and income related to the operation of the Compartment... 193 Interest Rate Swap Agreements... 194 Junior Swap Agreement... 194 General Reserve Cash Deposit... 194 Amount standing to the credit of the Commingling Reserve Account... 194 Amount standing to the credit of the Performance Reserve Account... 194 Compartment Cash... 194 Income... 194 Liquidation Surplus... 194 Duration of the accounting periods... 194 Accounting information in relation to the FCT... 195 Accounting information of the Compartment... 195 THIRD PARTY EXPENSES... 196 Management Company... 196 Custodian... 196 Servicer... 196 Compartment Account Bank... 197 Compartment Cash Manager... 197 Paying Agent... 197 Data Protection Agent... 197 Interest Rate Swap Counterparties... 197 Rating Agencies... 198 General Expenses... 198 INFORMATION RELATING TO THE COMPARTMENT... 199 Annual Information... 199 Half-yearly Information... 200 PAR3322943 12
Additional Information... 200 SUBSCRIPTION OF THE CLASS A NOTES... 201 Subscription of the Notes... 201 Transfer Restrictions... 201 EEA Standard Selling Restriction... 201 Belgium... 201 France... 202 Ireland... 202 Italy... 202 Japan... 203 Jersey... 203 Luxembourg... 203 Netherlands... 203 United Kingdom... 204 United States of America... 204 General... 204 GENERAL INFORMATION... 205 INDEX OF APPENDICES... 206 APPENDIX I GLOSSARY OF DEFINED TERMS... 207 APPENDIX II - NOTES DESCRIPTION TABLE... 235 APPENDIX III - RATINGS... 236 APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH... 237 APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY S&P... 238 PAR3322943 13
STATUTORY AUDITORS OF THE COMPARTMENT Deloitte 185, avenue Charles-de-Gaulle 92524 Neuilly-sur-Seine Cedex France PAR3322943 15
STRUCTURE DIAGRAM OF THE TRANSACTION Back-to- Back Swap Swap Counterparties Senior Swap BPF Junior Swap FCT Auto ABS Compartiment 2012-1 Seller (Crédipar) Sale of Receivables Auto-leases 1,080 bn Tranche A (AAA) Principal & interest Investors Tranche B Principal & interest BPF Management Company (France Titrisation) Custodian (BPF) Data Protection Agent (BNP Paribas SS) Compartment Account Bank (CACIB) Paying Agent (CACEIS) PAR3322943 16
SUMMARY OF THE TRANSACTION The attention of potential investors in Class A Notes is drawn to the fact that the following section only sets out a summary of the information relating to the FCT and the Compartment and should be considered by reference to the information contained in the General Memorandum and to the detailed information provided in this Prospectus. In addition, as the nominal amount of the Class A Notes will be greater than EUR 100,000, the following section is not, and is not to be regarded as, a résumé in the sense of article 212-8 of the AMF General Regulations (Règlement Général de Autorité des Marchés Financiers). Capitalised words or expressions shall have the meanings given to them in the glossary of terms in Appendix I to this Prospectus. FCT AUTO ABS FCT, is a French fonds commun de titrisation à compartiments jointly established on 25 November 2010 by the Management Company and the Custodian. The FCT is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code and by its General Regulations. In accordance with article L. 214-49-4 of the French Monetary and Financial Code, the FCT is a co-ownership entity (copropriété) of receivables which does not have a legal personality (personnalité morale). The FCT is neither subject to the provisions of the French Civil Code relating to the rules of co-ownership (indivision) nor to the provisions of articles 1871 to 1873 of the French Civil Code relating to partnerships (sociétés en participation). Compartment Management Company AUTO ABS FCT COMPARTIMENT 2012-1 is the third compartment of the FCT. The Compartment is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code and also by the General Regulations and the Compartment Regulations. The Compartment will be established on the Closing Date, which is also the First Purchase Date. France Titrisation, a French société par actions simplifiée with a share capital of 240,160, whose registered office is located at 41, Avenue de Opéra, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed by the AMF (Autorité des Marchés Financiers) as management company of French securitisation vehicles (organismes de titrisation). References in this Prospectus to the Management Company will be deemed, unless the context requires otherwise, to be references to the Management Company acting in the name, and on behalf, of the FCT in respect of the Compartment. PAR3322943 17
Custodian Seller Banque PSA Finance, a French société anonyme with a share capital of 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) in its capacity as founder of the Compartment and Custodian of the Assets Allocated to the Compartment and, more generally, as co-founder of the FCT and Custodian of the assets of the FCT, under the Compartment Regulations and the General Regulations. Compagnie Générale de Crédit aux Particuliers or Crédipar, a French société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises Investissement) (now the Autorité de Contrôle Prudentiel). Crédipar is 99.99% owned by Banque PSA Finance. Pursuant to the Master Purchase Agreement, the Seller shall be entitled to substitute, in relation to its rights and obligations, any other entity, existing or newly created, intended to take over its activities by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including any change into another corporate form or branch, provided that the conditions precedent set out in the Master Purchase Agreement are satisfied and in particular but without limitation that such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or on review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. Servicer Crédipar, a French société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises Investissement) (now the Autorité de Contrôle Prudentiel). Crédipar is 99.99% owned by Banque PSA Finance. In accordance with the provisions of article L. 214-46 of the French Monetary and Financial Code, the Management Company, with the prior approval of the Custodian, has appointed the Seller as Servicer in relation to the Purchased Receivables under the Master Servicing Agreement. Pursuant to the Master Servicing Agreement, the Servicer shall be entitled to substitute, in relation to its rights and obligations, any other entity, existing or newly created, intended to take over its activities by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including any PAR3322943 18
change into another corporate form or branch, provided that the conditions precedent set out in the Master Servicing Agreement are satisfied and in particular but without limitation that such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. Specially Dedicated Account Bank Compartment Account Bank Crédit Agricole SA, a French société anonyme with a share capital of 7,494,061,611, whose registered office is located at 91, Boulevard Pasteur, 75015 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises Investissement) (now the Autorité de Contrôle Prudentiel). Crédit Agricole Corporate and Investment Bank, a French société anonyme with a share capital of 7,254,575,271, whose registered office is located at 9, quai du Président Paul Doumer, 92 920 Paris La Défense Cedex (France), registered with the Trade and Companies Registry of Nanterre (France) under number 304 187 701, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises Investissement) (now the Autorité de Contrôle Prudentiel). Pursuant to the Compartment Account Bank Agreement: (a) (b) the Management Company (i) may on giving a 30-day prior written notice or (ii) shall within fifteen (15) Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings (as defined below), terminate the appointment of the Compartment Account Bank; and the Compartment Account Bank may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment account bank with the Account Bank Required Ratings has been effectively appointed). PAR3322943 19
Compartment Cash Manager Banque PSA Finance, a French société anonyme with a share capital of 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). Pursuant to the Compartment Cash Management Agreement, at any time during the lifetime of the Compartment: (a) (b) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Compartment Cash Manager; and the Compartment Cash Manager may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager has been effectively appointed). Paying Agent CACEIS Corporate Trust, a French société anonyme with a share capital of 12,000,000, whose registered office is located at 1, place Valhubert, 75013 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 439 430 976, licensed as an investment services provider (prestataire de services d investissement) with the status of an investment firm (entreprise d investissement) by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). Pursuant to the Paying Agency Agreement, at any time during the lifetime of the Compartment: (a) (b) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Paying Agent; and the Paying Agent may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been effectively appointed). Interest Rate Swap Counterparties Each of: (a) Deutsche Bank AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom; and (b) Natixis, a French société anonyme acting through its London branch located at Cannon Bridge House, 25 Dowgate Hill, London EC4R 2YA, United Kingdom. Each of the Interest Rate Swap Counterparties has entered into an PAR3322943 20
Interest Rate Swap Agreement with the FCT, pursuant to which it has been appointed as Interest Rate Swap Counterparty (subject to the right of the Management Company and of the relevant Interest Rate Swap Counterparty to terminate such Interest Rate Swap Agreement in accordance with its terms). Joint Arrangers Each of: (a) (b) Deutsche Bank AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom; and Natixis, a French société anonyme whose registered office is located at 30, avenue Pierre Mendès-France, 75013 Paris, France. Joint Lead Managers Each of: (a) (b) Deutsche Bank AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of Germany, acting through its London branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom; Natixis, a French société anonyme whose registered office is located at 30, avenue Pierre Mendès-France, 75013 Paris, France. Junior Swap Provider Banque PSA Finance, a French société anonyme with a share capital of 177,408,000, whose registered office is located at 75, Avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Junior Swap Provider has entered into the Junior Swap Agreement with the FCT in respect of the Class B Notes (subject to the right of the Management Company to terminate such Junior Swap Agreement in accordance with its terms). Data Protection Agent BNP Paribas Securities Services, a French société en commandite par actions with a share capital of 165,279,835, whose registered office is located at 3, rue d Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France), in its capacity as data protection agent under the terms of the Data Protection Agreement. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the FCT) and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the PAR3322943 21
Management Company will (or will instruct any substitute servicer or any third party appointed by it with the prior approval of the Custodian (such approval not to be unreasonably withheld or delayed and, if the Management Company considers, having regards to the interest of the Noteholders and Residual Unitholders, that the Custodian is holding or delaying its consent unreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) to) (i) notify the Obligors of the assignment of the relevant Receivables to the FCT and (ii) instruct the Obligors to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification. Assets Allocated to the Compartment Pursuant to the Compartment Regulations, the Assets Allocated to the Compartment by the Management Company comprise: (a) (b) (c) (d) (e) (f) (g) all Purchased Receivables that the Compartment may purchase from time to time under the terms of the Master Purchase Agreement; any Ancillary Rights attached to the Purchased Receivables; the Compartment Cash; any Net Senior Swap Amounts and any other amount to be received, as the case may be, from the Interest Rate Swap Counterparties, in respect of the Interest Rate Swap Agreements; any Net Junior Swap Amounts and any other amount to be received, as the case may be, from the Junior Swap Provider in respect of the Junior Swap Agreement; any Authorised Investments and income relating to any Authorised Investments; and any other rights transferred or attributed to the Compartment under the terms of the Transaction Documents. Available Collections means in respect of any Collection Period and on any Settlement Date an amount equal to the aggregate of: (a) all cash collections (payments of principal, interest, arrears, late payments, penalties and ancillary payments) collected by the Servicer during such Collection Period in relation to the Purchased Receivables (to the exclusion, for the avoidance of doubt, of any amount related to VAT, any insurance premium or services fees related thereto) (including (aa) Prepayments (and the related prepayment penalties), (bb) all Recoveries, (cc) all amounts paid in connection with (x) the indemnity payment paid by the Seller in respect of non-compliant Receivables and the termination of the assignment of any Purchased Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and/or (y) the indemnity payment paid by the Seller in the event of Commercial Renegotiation of any Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and (dd) any amounts paid to PAR3322943 22
Crédipar by the Collective Insurers under the Collective Insurance Contracts); (b) (c) any amount debited by the Management Company from the Commingling Reserve Fund on that Settlement Date in the event of a breach by the Servicer of its financial obligations (obligations financières) during that Collection Period under the Master Servicing Agreement; and any amount debited by the Management Company from the Performance Reserve Fund on that Settlement Date in the event of a breach by the Seller of any Seller Performance Undertakings during that Collection Period. plus or minus, as the case may be any Adjusted Available Collections and it being understood that: (i) (ii) the Commingling Reserve Fund shall not form part of Available Collections as long as the Servicer complies with its financial obligations under the Master Servicing Agreement; and the Performance Reserve Fund shall not form part of Available Collections as long as no Compensation Payment Obligations become due and payable by the Seller. Compartment Accounts All payments received or to be received by the Compartment shall be credited to the Compartment Accounts opened with the Compartment Account Bank in accordance with the terms of the Compartment Account Bank Agreement. The Compartment Accounts comprise: (a) (b) (c) (d) (e) (f) (g) the General Collection Account; the Principal Account; the Interest Account; the General Reserve Account; the Performance Reserve Account; the Commingling Reserve Account; and the Collateral Accounts (as the case may be). The Compartment Accounts will be credited and debited upon instructions given by the Management Company in accordance with the provisions of the Compartment Regulations, to the extent of available funds standing to the credit of such Compartment Accounts. General Reserve Account Under the Master Purchase Agreement, on the Closing Date, the Seller has undertaken to guarantee the performance of the Purchased Receivables, up to a limit equal to the amount of the General Reserve Cash Deposit in accordance and subject to the provisions of the Reserve Cash Deposits Agreement. In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code and with the provisions of the Reserve Cash Deposits Agreement, as security for the full and timely payment of its financial obligations (obligations financières) under such PAR3322943 23
performance guarantee, the Seller will make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remise d espèces en pleine propriété à titre de garantie). This General Reserve Cash Deposit is made once and for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenish that General Reserve Cash Deposit nor to pay any additional amount in cash under that performance guarantee after the Closing Date. The General Reserve Cash Deposit will be equal to one (1) per cent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. The General Reserve Cash Deposit will constitute the initial balance standing to the credit of the General Reserve Account. The General Reserve Fund will constitute the amount standing to the credit of the General Reserve Account at any time and shall be applied by the FCT as described below (it being understood that all amounts of interest received from the investment of the General Reserve Fund and standing, as the case may be, to the credit of the General Reserve Account, shall not be taken into account). During the Revolving Period and the Amortisation Period, the General Reserve Account will be: (a) on each Settlement Date, debited in full in order to credit the Interest Account with the amount of the General Reserve; and (b) on each Payment Date, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the Interest Account to the General Reserve Account, in accordance with and subject to the Interest Priority of Payments. During the Accelerated Amortisation Period, the General Reserve Account will be: (a) on each Settlement Date, debited in full in order to credit the General Collection Account with the amount of the General Reserve; and (b) on each Payment Date, as applicable, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the General Collection Account to the General Reserve Account, in accordance with and subject to the Accelerated Priority of Payments. Upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller. In accordance with the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the General Reserve Account and paying to PAR3322943 24
Crédipar the financial proceeds resulting from such investment being credited to the General Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments. Performance Reserve Account The Performance Reserve aims at guaranteeing the financial obligation of the Seller to indemnify the FCT by paying an amount equal to the Outstanding Principal Discounted Balance in respect of the relevant Auto Lease Contract (the Compensation Payment Obligation ), in case of a breach by the Seller of the Seller Performance Undertakings, being the undertakings to ensure: (a) (b) (c) (d) the continuation of all Auto Lease Contracts in accordance with the usual management and operational procedures of the Seller and the provisions of the Transaction Documents and the full payment of all amounts collected in relation to the Purchased Receivables to the General Collection Account; in the event that any Debtor defaults under the relevant Auto Lease Contract or does not exercise the Residual Value Purchase Option at maturity of such Auto Lease Contract, the recovery (or attempted recovery) and sale of the relevant Car in accordance with the usual management and operational procedures of the Seller and the full payment of the relevant Car Sale Receivables to the General Collection Account within ninety (90) Business Days after the termination of the relevant Auto Lease Contract; the compliance with each of the covenants as set out in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Covenants Sale of the Cars of this Prospectus; and the compliance with the provisions set out in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Benefit of the Master Purchase Agreement of this Prospectus. In the event that the Seller has failed to comply with the Seller Performance Undertaking (b) (as described above) within 90-Business Day, the Seller shall, within the immediately following ten (10) Business Days, provide the Management Company with elements demonstrating that (i) it has used its best efforts to recover and sell the relevant Car in accordance with its usual management and operational procedures and (ii) an external reason is delaying the recovery and/or the sale of such Car. At the end of such ten (10) Business Days, the Management Company shall analyse the elements provided to it by the Seller and, on this basis, decide whether: (a) (b) to grant an additional period of time to the Seller to comply with the Seller Performance Undertaking (b); or to declare the Seller as having breached such Seller Performance Undertaking (b). The Performance Reserve Fund will constitute the amount standing to the credit of the Performance Reserve Account at any time (it being understood that all amounts of interest received from the investment of the Performance Reserve Fund and standing, as the case may be, to the credit of the Performance Reserve Account, shall not be taken into account). On the Closing Date, the Seller will credit the Performance Reserve PAR3322943 25
Account with the Performance Reserve Cash Deposit Initial Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the Closing Date, as security for the due and timely payment of all Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise espèces en pleine propriété à titre de garantie). On each Settlement Date during the Revolving Period, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Additional Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the immediately preceding Purchase Date, as security for the due and timely payment of all Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie). On any Payment Date and as long as no Compensation Payment Obligations have become due and payable by the Seller, the amount of the Performance Reserve to be released to the Seller outside any Priority of Payments, will be calculated as follows: (a) (b) if the Residual Value Purchase Option has been exercised under an Auto Lease Contract at maturity and the relevant proceeds have been paid to the FCT during the Collection Period preceding the relevant Payment Date, 1.5 percent of the Purchase Price of such Auto Lease Contract; in case of a default under an Auto Lease Contract or if the Residual Value Purchase Option has not been exercised under an Auto Lease Contract at maturity during the Collection Period preceding the relevant Payment Date: (i) (ii) 5% of the Car Sale Proceeds effectively transferred to the FCT by the Seller in respect of Auto Lease Contract during that Collection Period, limited to 1.5 percent of the Purchase Price of the relevant Auto Lease Contract; or 1.5 per cent of the Purchase Price of the relevant Auto Lease Contract, only if it has been paid in full. In the event of a breach by the Seller of any of the Seller Performance Undertakings (a), (b), (c) or (d), there shall no longer be any release of the Performance Reserve to the Seller. The Management Company will be entitled (i) to set-off the restitution obligations of the FCT under the Performance Reserve Cash Deposit against the then due and payable Compensation Payment Obligations, up to the lowest of the two amounts, in accordance with articles L. 211-38 et seq. of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce its rights under the Performance Reserve (sans mise en demeure préalable) and (ii) in any case, use the Performance Reserve Fund as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the General Collection Account. As long as the Seller complies with each of the Seller Performance Undertakings (failing which the above provisions shall apply), it has been PAR3322943 26
expressly agreed that the Performance Reserve shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Debtors or any Obligors defaults. Upon liquidation of the Compartment and subject to the Seller having complied in full with its Seller Performance Undertakings, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller. In accordance with the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the Performance Reserve Account and paying to Crédipar the financial proceeds resulting from such investment being credited to the Performance Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments. Commingling Reserve Account The Commingling Reserve is made available to protect the Compartment against the risk of delay or default of the Servicer in its financial obligations (obligations financières) under the Master Servicing Agreement (including, without limitation, its obligation to transfer the Available Collections to the FCT). The Commingling Reserve Fund will constitute the amount standing to the credit of the Commingling Reserve Account at any time and shall at least be equal to the Commingling Reserve Required Amount (it being understood that all amounts of interest received from the investment of the Commingling Reserve Fund and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account). On the Closing Date, the Servicer will credit the Commingling Reserve Account with the Commingling Reserve Required Amount applicable on the Closing Date, as security for the full and timely payment of all its financial obligations (obligations financières), contingent and future, towards the FCT, in relation to the Compartment, arising under the Master Servicing Agreement, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie). On any Settlement Date, if the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount, such adjustment shall be made, as applicable: (i) by the Servicer, by remitting, in accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie), the necessary amounts to the Commingling Reserve Account on such Settlement Date; or (ii) by the Management Company, by releasing and repaying the excess of (i) the amount standing to the credit of the Commingling Reserve Account over (ii) the Commingling Reserve Required Amount directly to the Servicer on the immediately following PAR3322943 27
Payment Date, it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account. In the event of a breach by the Servicer of any of its financial obligations (obligations financières) under the Master Servicing Agreement, the Management Company will be entitled to set-off the restitution obligations of the FCT under the Commingling Reserve against the amount of the breached financial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amount in respect of such financial obligations (obligations financières); and (ii) the amount then standing to the credit of the Commingling Reserve Account, in accordance the article L. 211-38 of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce the Commingling Reserve (sans mise en demeure préalable). As long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement (failing which the above provisions shall apply), it has been expressly agreed that the Commingling Reserve shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Obligors defaults. Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. In accordance with the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the Commingling Reserve Account and paying to Crédipar the financial proceeds resulting from such investment being credited to the Commingling Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments. Specially Dedicated Bank Account In accordance with articles L. 214-46-1 and D. 214-103 of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank account specially dedicated (compte spécialement affecté) to the benefit of the FCT has been opened by the Servicer with the Specially Dedicated Account Bank (the Specially Dedicated Bank Account ). Pursuant to the Master Servicing Agreement, the Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all Available Collections received in respect of the Purchased Receivables, provided that the Servicer has PAR3322943 28
undertaken vis-à-vis the FCT: (i) (ii) that all Instalment paid by Debtors by direct debit shall be directly credited to the Specially Dedicated Bank Account without transiting via any other account of the Servicer provided that such direct debit amount will also include the corresponding VAT, and the insurance premium and generally the services fees owed by the relevant Debtor, as applicable; and to transfer promptly to the Specially Dedicated Bank Account and in any case within five (5) Business Days after receipt any amount of Available Collections standing to the credit of any other of its bank accounts as of the close of business, provided that the corresponding VAT and any amount of insurance premium or services fees paid by the relevant Debtor shall be deducted from the amounts so transferred. The Specially Dedicated Account Bank is Crédit Agricole SA, a French société anonyme with a share capital of 7,494,061,611, whose registered office is located at 91, Boulevard Pasteur, 75015 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Management Company will terminate the Specially Dedicated Account Bank Agreement and will appoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bank within thirty (30) Business Days and close the Specially Dedicated Bank Account, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). An entity shall have the Account Bank Required Ratings if its unsecured, unsubordinated and unguaranteed debt obligations are rated at least (i) A (long term) and F-1 (short term) by Fitch and (ii) A (long term) and A-1 (short term) by S&P or, where such entity is not subject to a short-term rating by S&P, A+ (long terme) by S&P. Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior written notice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new specially dedicated account has been opened with an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account bank with the Account Bank Required Ratings). Priority of Payments Pursuant to the Compartment Regulations, the Management Company will give instructions to the Custodian, the Compartment Account Bank and the Compartment Cash Manager to ensure that during the Revolving Period, the Amortisation Period and, as the case may be, the PAR3322943 29
Accelerated Amortisation Period, payments are made, to the extent of Available Distribution Amount, in accordance with the relevant Priority of Payments, in a due and timely manner. In order to ensure that all the allocations, distributions and payments are made in a timely manner in accordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as the case may be, the Accelerated Amortisation Period, the Management Company will give appropriate instructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment Cash Manager, the Interest Rate Swap Counterparties, the Junior Swap Provider and the Paying Agent. Purchased Receivables The Purchased Receivables assigned to the FCT by the Seller on the First Purchase Date and on any Subsequent Purchase Date, during the Revolving Period (which is expected to end no later than on the Payment Date falling in January 2015) arise from (i) the Auto Lease Contracts being (a) Contrats de Crédits-Bails with respect to Auto Lease Contracts entered into with Corporate Debtors ( Professional Auto Lease Contracts ) and (b) Contrats de Locations avec option d'achat with respect to Auto Lease Contracts entered into with Private Debtors Consumer Auto Lease Contracts ) and (ii) as the case may be, the Car Sale Contract or the Original Car Purchase Contract entered into in respect of the corresponding Car. The Purchased Receivables purchased by the FCT, on any Purchase Date, shall be exclusively allocated to the Compartment. On the Initial Selection Date, the selected initial portfolio of Receivables related to 108,385 Auto Lease Contracts (and the same number of Cars) and the aggregate outstanding principal amount of the corresponding Lease Receivables was 1,079,999,529.55 excluding VAT (being an average amount of approximately 9,964.47 per Auto Lease Contract) and a weighted average term to maturity of 32.92 months. Description of the Notes and the Units The Compartment will issue the Class A Notes, the Class B Notes and the Residual Units backed by the Assets Allocated to the Compartment. The Class B Notes and the Residual Units are not offered for sale in accordance with this Prospectus. Form and Denomination 7,236 Class A Notes of 100,000 each with an aggregate amount of 723,600,000 due on 27 July 2026 are issued by the Compartment and are backed by the Assets Allocated to the Compartment. The Class A Notes are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount. 3,564 Class B Notes of 100,000 each with an aggregate amount of 356,400,000 due on 27 July 2026 are issued by the Compartment and are backed by the Assets Allocated to the Compartment. The Class B Notes are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount. 2 Residual Units of 150 each with an aggregate amount of 300 with unlimited duration are issued by the Compartment and are backed by the Assets Allocated to the Compartment. The Residual Units are issued by the Compartment at a price of 100 per cent. of their Initial Principal Amount. The Residual Units are subordinated to the Notes of all classes. Closing Date PAR3322943 30
On 24 July 2012. Final Legal Maturity Date Unless previously redeemed, each of the Notes will be redeemed at its Principal Amount Outstanding on the Payment Date falling on 27 July 2026 or, if such day is not a Business Day, on the next succeeding Business Day, subject to the relevant Priority of Payments to the extent of the Assets Allocated to the Compartment. Use of Proceeds The proceeds arising from the issue of the Notes and the Residual Units are equal to 1,080,000,300 and such amount will be applied by the Management Company (i) to fund the purchase of the Initial Receivables from the Seller, on the First Purchase Date and (ii) for an amount equal to the difference between such proceeds and the Principal Component Purchase Price, being equal to 770.45, to fund the purchase of the Additional Receivables from the Seller, on any Subsequent Purchase Date. During the Revolving Period, the Compartment will finance the purchase of Additional Receivables from the Available Principal Amount. Rate of Interest The Rate of Interest payable in respect of the Notes of each class will be determined by the Management Company on each Interest Rate Determination Date prior to the commencement of each Interest Period. The Rate of Interest in respect of each Interest Period shall be the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin. The Rate of Interest on the Class A Notes is the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin of 1.20 per cent. per annum. The Rate of Interest on the Class B Notes is the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin of 1.50 per cent. per annum. Ratings It is a condition to the issuance of the Class A Notes that the Class A Notes are assigned, upon issue, a rating of AAAsf by Fitch and a rating of AAA(sf) by S&P. The Class B Notes and the Residual Units will not be rated. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the Rating Agencies. 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. 211-1 of the Monetary and Financial Code. The Notes are bonds (obligations) within the meaning of article L. 213-5 of the Monetary and PAR3322943 31
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 A Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France and (ii) be admitted in the Clearing Systems (see Section GENERAL INFORMATION ). In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. Euroclear Bank S.A./N.V. ). Title to the Class A Notes passes upon the credit of those Class A Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of the Class A Notes in registered form shall become effective in respect of the FCT and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. The Class B Notes and the Units will not be cleared. Title to the Class B Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effected through registration of the transfer in such register. Listing Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes. The Class B Notes and the Residual Units will not be listed. Payment Dates and Redemption of the Notes Revolving Period During the Revolving Period the Noteholders shall receive payments of interest, subject to and in accordance with the Interest Priority of Payments, but shall not receive payments of principal except in the case of a Partial Early Amortisation. Partial Early Amortisation Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on four (4) successive Purchase Dates, the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts, as calculated on the Determination Date immediately preceding each such Purchase Date (including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contracts the related Series of Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to ninety (90) per cent. (but strictly greater than eighty (80) per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on the immediately following Payment Date, the Class A Notes, and the Class B PAR3322943 32
Notes will be subject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period. On that Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to the Priority of Payments otherwise applicable for the amortisation of the Class A Notes and the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes and Class B Notes, on a pari passu and pro rata basis the Principal Amount Outstanding of the Class A Notes and the Class B Notes. For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes and Class B Notes shall continue to be used as a basis for the purpose of determining whether a Purchase Shortfall has occurred. Amortisation Period During the Amortisation Period the Noteholders shall, in addition to payments of interest, receive payments of principal on each Payment Date commencing on the Payment Date falling in February 2015 and in accordance with the relevant Priority of Payments. Following the occurrence of an Amortisation Event during the Revolving Period, the Amortisation Period will be triggered and the Notes shall be subject to partial mandatory redemption on the first Payment Date on or after such an Amortisation Event and, in addition to payments of interest, payments of principal will be made on each Payment Date in accordance with the relevant Priority of Payments. The Class A Noteholders will receive, in addition to payments of interest, payments of principal on each Payment Date (on a pro rata and pari passu basis) until the earlier of the date upon which the Principal Amount Outstanding of each Class A Note is reduced to zero and the Final Legal Maturity Date. Provided that the Class A Notes have been redeemed in full, the Class B Noteholders will receive, in addition to payments of interest, payments of principal on each Payment Date until the earlier of the date on which the Principal Amount Outstanding of each Class B Note is reduced to zero and the Final Legal Maturity Date. By way of exception to the above, on a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder. The Reduced Payment Date shall only occur once. Accelerated Amortisation Period During the Accelerated Period: (a) (b) the Class A Noteholders will receive, in addition to payments of interest, payments of principal on each Payment Date until the earlier of the date on which the Principal Amount Outstanding of each Class A Note is reduced to zero and the Final Legal Maturity Date; provided that the Class A Notes have been redeemed in full, the Class B Noteholders will receive, in addition to payments of PAR3322943 33
interest, payments of principal on each Payment Date falling on or after the date upon which the Class A Notes have been redeemed in full until the earlier of the date on which the Principal Amount Outstanding of each Class B Note is reduced to zero and the Final Legal Maturity Date; and (c) payments of principal and interest due on the Class A Notes will rank prior to payments of principal and interest due in respect of the Class B Notes. Liquidation of the Compartment - Clean-up Offer Pursuant to the Master Purchase Agreement and upon the occurrence of a Compartment Liquidation Event, the Management Company may decide to declare the dissolution of the Compartment and carry out the liquidation procedure. In such case, the Management Company will request that an entity or entities different from the Seller purchase all the Receivables comprised within the Assets Allocated to the Compartment in a single transaction. (See Section "LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES"). In addition, at the request of the Seller, the Management Company may decide to declare the dissolution of the Compartment and carry out the liquidation procedure in the event that (i) the aggregate of the outstanding balances (capital restant dû) of the undue (non échue) Performing Receivables falls below ten (10) per cent. of the maximum aggregate amount of the outstanding balances (capital restant dû) of the undue (non échue) Performing Receivables, as stated since the Closing Date or (ii) the Class A Notes have been redeemed in full. In such case, the Management Company will propose to the Seller or to any other entity or entities of the PSA Group to purchase all the Receivables comprised within the Assets Allocated to the Compartment in a single transaction. The repurchase price of the Purchased Receivables proposed by the Management Company to the Seller or to any other entity or entities of the PSA Group shall be based on the fair market value of receivables having similar characteristics to the Receivables comprised within the Assets Allocated to the Compartment, having regard to the aggregate Outstanding Balances of those Purchased Receivables and the other amounts accrued and payable in connection with the said Receivables. In addition, such repurchase price (taking into account for this purpose the Compartment Cash but excluding the amount of the Commingling Reserve, the General Reserve and the Performance Reserve) must be sufficient to enable the FCT to repay in full all amounts outstanding in respect of the Notes after payment of all other amounts due by the FCT with respect to the Compartment and ranking senior to the Notes of each class in accordance with the Accelerated Priority of Payments. The repurchase of the Purchased Receivables comprised within the Assets Allocated to the Compartment in the circumstances described above will take place on a Payment Date, and at the earliest on the first Payment Date following the date on which the relevant Compartment Liquidation Event will have been determined by the Management Company. The repurchase price will be credited to the General Collection Account by no later than on the Settlement Date preceding the relevant Payment Date. In the event that the Management Company decides to declare the dissolution of the Compartment and carry out the liquidation procedure PAR3322943 34
and if: (a) (b) the Class A Notes have been redeemed in full; and the Seller sends to the Management Company a letter in which it undertakes to accept the relevant clean-up call offer made by the Management Company and to repurchase the Purchased Receivables in accordance with the above on the relevant Payment Date, the Servicer shall be entitled to stop the transfers of Available Collections to the General Collection Account from the last calendar day (excluded) of the month immediately preceding that Payment Date, provided that one (1) Business Day before the Compartment Liquidation Date, it will transfer to the General Collection Account an amount equal to the Available Collections collected by it from the day it stopped to make transfers to the General Collection Account. The Seller will always be entitled to turn down any clean-up offer made by the Management Company. Consequently, if the repurchase of the Purchased Receivables by the Seller in accordance with the conditions set out above does not occur for whatever reason, the Management Company may offer to dispose of such Purchased Receivables remaining among the remaining Assets Allocated to the Compartment, to any credit institution qualified to acquire these Purchased Receivables under the same terms and conditions. On the Compartment Liquidation Date: (a) (b) (c) (d) the Noteholders will be repaid all amounts owing to them on the immediately succeeding Payment Date subject to and in accordance with the Accelerated Priority of Payments; and upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer; upon liquidation of the Compartment and subject to the Seller having complied in full with its Seller Performance Undertakings, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller; and upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller. Credit Enhancement Class A Notes Credit enhancement for the Class A Notes is provided by the subordination of payments due in respect of the Class B Notes, by the General Reserve Fund (including the General Reserve Cash Deposit and any monies debited from the Interest Account and credited to the General Reserve Account to the extent of the General Reserve Required PAR3322943 35
Amount in accordance with the Interest Priority of Payments and subject to the Available Distribution Amount) and by the Residual Units. Class B Notes Credit enhancement for the Class B Notes is provided by the General Reserve Fund (including the General Reserve Cash Deposit and any monies debited from the Interest Account and credited to the General Reserve Account to the extent of the General Reserve Required Amount in accordance with the Interest Priority of Payments and subject to the Available Distribution Amount) and by the Residual Units. Excess Margin In addition, the primary source of credit enhancement for the Notes will come from the excess cash flow resulting on any Payment Date, from the amount by which (a) the Available Interest Amount, excluding (i) the General Reserve, (ii) the Commingling Reserve (as the case may be) and (iii) the Performance Reserve (as the case may be) exceeds (b) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Fixed Swap Amount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amounts due to the Junior Swap Provider and (iv) the Class A Interest Amount and the Class B Notes Interest Amount (the Excess Margin ). Withholding Tax Retention and disclosure requirements under the Capital Requirements Directive Payments of interest and principal in respect of the Notes will be made subject to any applicable withholding or deduction for or on account of any tax and neither the FCT nor the Paying Agent will be obliged to pay any additional amounts as a consequence. Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar, in its capacity as subscriber of the Residual Units, shall on a consolidated basis, retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Prospectus such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended form time to time (the 2007 Order )), by the holding of all the Class B Notes and all of the Residual Units issued by the FCT in relation with the Compartment. As condition precedent to the purchase of Additional Receivables on Subsequent Purchase Dates, the Management Company shall have received prior written confirmation from the Custodian, as holder of the registry of the holder of the Class B Notes and the Residual Units, that Banque PSA Finance holds all of the Class B Notes and Crédipar holds all of the Residual Units. In each of the Class A Notes Subscription Agreement and the Class B Notes and Residual Units Subscription Agreement, each of Banque PSA Finance and Crédipar has: (a) (b) adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with the provisions of the 2007 Order PAR3322943 36
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 Joint Lead Managers and the FCT that it shall at all times retain the ownership of the Class B Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the Joint Lead Managers and the FCT to procure that Banque PSA Finance complies with such undertaking. An overview of the retention of the material net economic interest by Banque PSA Finance and Crédipar in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Sub-Section CALCULATIONS AND DETERMINATIONS DUTIES OF THE MANAGEMENT COMPANY ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation and obligations in this respect. Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in this paragraph. Governing Law The Prospectus and the Transaction Documents relating to the FCT will be governed by and interpreted in accordance with French Law. Pursuant to the Compartment Regulations, the French courts having competence in commercial matters will have exclusive jurisdiction to settle any dispute that may arise between the Noteholders, the Management Company and/or the Custodian in connection with the establishment, the operation or the liquidation of the Compartment. PAR3322943 37
GENERAL DESCRIPTION OF THE FCT AND OF THE COMPARTMENT Legal Framework AUTO ABS FCT is a French fonds commun de titrisation à compartiments jointly established by the Custodian and the Management Company on the establishment date of the first compartment, AUTO ABS COMPARTIMENT 2010-1. The sole purpose of AUTO ABS FCT is the purchase, from time to time, of receivables from French or non-french entities within the PSA Group or, otherwise, from suppliers or business partners designated by the PSA Group. The FCT is established in accordance with the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code. The FCT is governed by the provisions of articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code and by its General Regulations. General Regulations The Custodian and the Management Company have entered into, on 23 November 2010, the General Regulations which include, among other things, the general operating rules of the FCT, the general rules concerning the creation, the operation and the liquidation of the FCT compartments and the respective duties, obligations, rights and responsibilities of the Management Company and of the Custodian. In accordance with the provisions of the General Regulations, each compartment of the FCT is governed by its own compartment regulations which include, among other things, the rules governing the creation, operation and liquidation of the relevant compartment, the characteristics of the receivables purchased by the FCT and allocated to the relevant compartment and the characteristics of the units and, as applicable, the notes issued in respect of the relevant compartment, the priorities in the allocation of the assets of the relevant compartment, the credit enhancement and hedging mechanisms set up in relation to the compartment and any specific third party undertakings with respect to the relevant compartment. The provisions of the General Regulations provide that the FCT may purchase or subscribe (as applicable), from any of: (a) (b) (c) Banque PSA Finance (acting from its head office or any foreign branch); any member of the PSA Group; or more generally such other French or foreign entity designated by any member of the PSA Group, any receivables, being, in accordance with, and subject to article L. 214-43 of the French Monetary and Financial Code: (i) (ii) receivables of any kind whatsoever (subject to any applicable laws) as contemplated in article D.214-94 1 of the French Monetary and Financial Code, irrespective of whether it is or it is not evidenced by a bill of exchange, promissory note of such other transferable instrument; or debt securities (titres de créances) as contemplated by article D.214-94 2 of the French Monetary and Financial Code, originated against or owed by French or foreign debtors or issuers (subject to any applicable laws), and, may take exposure to certain risks by entering into transactions over forward financial instruments (instruments financiers à terme), provided that the Management Company has submitted in advance to the approval of the Autorité des Marchés Financiers (the AMF ) the specific activity programme referred to in article L.214-49-7-I of the French Monetary and Financial Code and all other requirements of the French Monetary and Financial Code have been complied with. PAR3322943 38
Compartment Principles Establishment and Operation of the Compartments Pursuant to the provisions of article L. 214-43 of the French Monetary and Financial Code, the FCT may have two or more compartments jointly established by the Custodian and the Management Company. In accordance with the provisions of the French Monetary and Financial Code, the FCT may issue units and, as applicable, notes backed by the assets allocated to each compartment by the Management Company. Segregation of Compartments Pursuant to the provisions of article L. 214-43 of the French Monetary and Financial Code, as amended, by derogation from article 2285 of the French Civil Code and except as expressly provided by the constitutive documents of a French fonds commun de titrisation, the assets of a given compartment only meet the debts, liabilities and obligations and only benefit from the receivables in respect of that compartment. Only those units and, as applicable, notes issued by the FCT in respect of a given compartment shall benefit from the credit enhancement and hedging mechanisms set up in relation to that compartment. Likewise, the assets allocated to each compartment, pursuant to the provisions of each compartment regulations and of the General Regulations, shall be segregated (autonomes, séparés et distincts) from the assets allocated to the other compartments so that the assets allocated to a specific compartment may be used exclusively to meet the debts, liabilities and obligations of that compartment. Consequently, payments received with respect to the assets allocated to a given compartment are exclusively allocated to the payment of principal, interest, fees and expenses due in relation to that compartment. Likewise, defaults on the receivables allocated to a given compartment will be borne by that compartment and not by other compartments, and on this basis, the unitholders and, as applicable, the noteholders of a compartment shall be responsible for the debts of the FCT only to the extent of the assets allocated to that compartment and pro rata by reference to their proportionate share in such compartment. Liquidation of compartments The Management Company may decide to liquidate a compartment, without having any obligation to liquidate any other compartment or the FCT. Limitations and Waiver of Recourse Without prejudice to the obligations and rights of the FCT, the unitholders and, as applicable, the noteholders have no direct recourse, whatsoever, to the debtors of the receivables purchased by the FCT, irrespective of the compartment to which the receivables have been exclusively allocated. In addition, the holders of the units and, as applicable, the notes issued at the time of the establishment of any compartment and during its operational life: (a) (b) (c) (d) expressly and irrevocably acknowledge that their rights over the assets of the FCT are limited to the assets allocated to the relevant compartment under the terms and conditions of the General Regulations and the provisions of the relevant compartment regulations; expressly and irrevocably acknowledge that they shall have no rights in any assets allocated to any other compartment of the FCT; expressly and irrevocably waive all their rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any means; and expressly and irrevocably waive all their rights of recourse against the FCT with respect to its contractual liability. PAR3322943 39
Pursuant to the provisions of the General Regulations and the principles described in the General Memorandum, the Management Company has expressly and irrevocably undertaken, upon the conclusion of any agreement, in the name and on behalf of the FCT and with any third party with respect to any compartment, to ensure that such third party: (i) (ii) expressly and irrevocably waives all its rights of recourse against the FCT in the terms set out in paragraph (d) above or, failing which, expressly and irrevocably acknowledges that its rights against the FCT are limited to the assets allocated to the relevant compartment in the terms set out in paragraphs (a), (b) and (c) above. The Compartment AUTO ABS COMPARTIMENT 2012-1 The Compartment is jointly established by the Custodian and the Management Company pursuant to the Compartment Regulations entered into on or before the Closing Date. The purpose of the Compartment is (x) to purchase from the Seller Receivables arising from (i) the Auto Lease Contracts being (a) Professional Auto Lease Contracts and (b) Consumer Auto Lease Contracts and (ii) as the case may be, the Car Sale Contract or the Original Car Purchase Contract entered into in respect of the corresponding Car, and (y) to issue Notes and Residual Units backed by such Receivables. The proceeds of the issue of the Notes and the Residual Units will be used by the Management Company to purchase the Receivables which will be allocated exclusively to the Compartment by the Management Company. The FCT will not issue any additional notes or units in relation to the Compartment after the Closing Date. However, the Management Company may acquire Additional Receivables from the Seller during the Revolving Period, in accordance to the provisions of the Master Purchase Agreement and subject to the satisfaction of the conditions precedent contained in this Prospectus. Except in case of a Partial Early Amortisation, the Notes will be amortised after the Revolving Period, on a monthly basis at a rate which will depend on the effective repayment of the Purchased Receivables that have been or will be exclusively allocated to the Compartment, in accordance with and subject to the applicable Priority of Payments. Information relating to the Management Company can be found in Section RELEVANT ENTITIES - The Management Company. Litigation The Compartment has not been and is not involved in any litigation or arbitration proceedings that may have any material adverse effect on the financial position of the Compartment. The Compartment is not aware that any such proceedings or arbitration proceedings are imminent or threatened, which could adversely affect the Compartment s business, results of operations or financial condition. Financial statements The provisional Compartment s indebtedness when it is established (taking into account the issue of the Notes and the Residual Units) will be as follows: PAR3322943 40
Indebtedness (on the Closing Date, subject to, and taking into account, the issue of the Notes and the Residual Units) EUR Class A Notes 723,600,000 Class B Notes 356,400,000 Residual Units 300 Total Indebtedness 1,080,000,300 PAR3322943 41
DESCRIPTION OF THE RELEVANT ENTITIES The Management Company France Titrisation 41, Avenue de l Opéra 75002 Paris France General The Management Company is a French société par actions simplifiée with a share capital of 240,160, whose registered office is located at 41, Avenue de l Opéra, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed and supervised by the French Financial Market Authority (Autorité des Marchés Financiers). The Management Company is regulated, inter alia, under the provisions of the French Commercial Code and under articles L. 214-43 to L. 214-49 of the French Monetary and Financial Code. The sole corporate purpose of France Titrisation is to manage French debt mutual funds (fonds communs de créances) and French securitisation vehicles (organismes de titrisation) in accordance with the provisions of articles L. 214-49-6 to L. 214-49-10 of the French Monetary and Financial Code and the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers). As of the date of this Prospectus, France Titrisation is a wholly-owned subsidiary of BNP PARIBAS Securities Services. The Noteholders may obtain a copy of the financial statements of the Management Company at the Trade and Companies Registry of Paris (France). Role of the Management Company The Management Company establishes the FCT jointly with the Custodian and each compartment in accordance with the conditions described in the General Regulations. All the compartments of the FCT will have the same Management Company during the lifetime of the FCT. The Management Company represents each compartment and, more generally, the FCT as against third parties, in particular in any legal action or proceedings whether as a plaintiff or as a defendant. The Management Company is responsible for the management of each compartment and of the FCT generally. Pursuant to the provisions of the Compartment Regulations and in accordance with the General Regulations, the Management Company is, with respect to the Compartment, specifically in charge of: (a) ensuring, on the basis of the information made available to it, that: (i) (ii) the Seller complies with the provisions of the Master Purchase Agreement; and the Servicer complies with the provisions of the Master Servicing Agreement and in particular with the Servicing Procedures; (b) (c) (d) allocating to the Compartment on any Purchase Date, the assets purchased by the FCT; allocating the expenses, costs or debts to be borne by the Compartment; verifying that the payments received by the FCT with respect to the Compartment are consistent with the sums due to it with respect to the Assets Allocated to the Compartment, and, if necessary, enforcing the rights of the Compartment under the Transaction Documents; PAR3322943 42
(e) (f) (g) (h) (i) (j) providing all necessary information and instructions to the Custodian and/or the Compartment Account Bank in order for it to operate the Compartment Accounts in accordance with the Compartment Regulations; allocating any payment received by the FCT in respect of the Compartment in accordance with the Compartment Regulations; determining, on each Interest Rate Determination Date, the Rate of Interest used to determine the interest amounts due to the Noteholders on each relevant Payment Date; determining the principal due to the Noteholders on each relevant Payment Date; determining in respect of each Payment Date on the basis of the information provided in the Monthly Servicer Report, the Principal Deficiency Amount; jointly executing and renewing with the Custodian and the other parties involved, the Transaction Documents necessary for the establishment and the operation of the Compartment; (k) appointing and, if applicable, replacing the statutory auditor of the FCT pursuant to article L. 214-49- 9 of the French Monetary and Financial Code; (l) preparing, under the supervision of the Custodian, the documents required, under article L. 214-48, articles D. 214-102 to D. 214-104 and R. 214-105 to R. 214-109 of the French Monetary and Financial Code and the other applicable laws and regulations, for the information of, if applicable, the Autorité des Marchés Financiers, the Banque de France, the Noteholders, the Residual Unitholders, the Rating Agencies and any relevant supervisory authority, securities market (such as Euronext Paris S.A.) and clearing systems (such as Euroclear France and Clearstream Banking). In particular, the Management Company shall prepare the various documents required to provide to the Noteholders and the Residual Unitholders on a regular basis the information which is required to be disclosed to them; (m) (n) taking the decision to liquidate the Compartment in accordance with applicable laws and regulations and, upon any liquidation of the Compartment, releasing any Liquidation Surplus to the Residual Unitholders as payment of principal and interest under the Residual Units; replacing, with the assistance of the Custodian, if necessary and when applicable, the Servicer, in accordance with applicable laws and regulations at the time of such replacement and in accordance with the provisions of the Master Servicing Agreement, provided that the Servicer may only be replaced if: (i) (ii) (iii) (iv) the substitute servicer assumes the rights and obligations of the original Servicer with respect to the servicing of the Purchased Receivables and irrevocably waives all its rights of recourse against the FCT with respect to the contractual liability of the latter; the Autorité des Marchés Financiers has received prior notice of such replacement; the Rating Agencies have received prior notice of such replacement and such replacement will not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes, or that the said replacement limits such downgrading or avoids such withdrawal; and the Custodian having previously and expressly approved such replacement and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason; (o) identifying, with the assistance of the Custodian, any new servicer and negotiating a replacement servicing agreement with any new servicer upon the occurrence of a Servicer Termination Event in accordance with the provisions of the Master Servicing Agreement; PAR3322943 43
(p) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) (aa) (bb) (cc) upon the occurrence of a Servicer Termination Event, notifying the Data Protection Agent that it has to provide the Decryption Key to the relevant replacement servicer or any person designated by the Management Company; providing any relevant data and information in its possession to the substitute servicer; notifying (or instructing any authorised third party to notify) the Obligors in accordance with the provisions of the Master Servicing Agreement; replacing, if applicable, with the assistance of the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent under the terms and conditions provided by applicable laws at the time of such replacement and by the Compartment Cash Management Agreement, the Compartment Account Bank Agreement or the Paying Agency Agreement, respectively, and according to the same procedures and subject to the same conditions set out in paragraph (n) above; supervising the investment of the Compartment Cash made by the Compartment Cash Manager in the Authorised Investments pursuant to the Compartment Cash Management Agreement; replacing, if applicable, with the assistance of the Custodian, the Data Protection Agent under the terms and conditions provided by applicable laws at the time of such replacement and by the Data Protection Agreement; giving such instructions, subject to the prior approval and co-signing of the Custodian, as are necessary to the Compartment Account Bank to ensure that each of the Compartment Accounts is credited or, as the case may be, debited in the manner described below under the Section DESCRIPTION OF THE COMPARTMENT ACCOUNTS Compartment Account Bank Agreement The Compartment Accounts ; no later than two (2) Business Days before each Subsequent Purchase Date, communicating to the Seller the Available Purchase Amount, calculated on the basis of the information in its possession, on the calculation date of such amount, on the Receivables; proceeding with the purchase of Additional Receivables from the Seller in accordance with the provisions of the Master Purchase Agreement and subject to the satisfaction of the conditions precedent contained in this Prospectus; notifying to each Interest Rate Swap Counterparty, the applicable Swap Notional Amount and to the Junior Swap Provider, the applicable Junior Swap Notional Amount on each Interest Rate Determination Date; preparing and providing to the Custodian the Investor Report and the Annual Activity Report on each Calculation Date and, after validation by the Custodian, making available and publishing on its internet website, the Investor Report on the Validation Date following such Calculation Date; 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 217-1 of the 2007 Order); controlling any evidence brought by the Servicer in relation to sums standing to the credit of the Specially Dedicated Account but which would correspond to amounts not owed (directly or indirectly) to the FCT; and PAR3322943 44
(dd) verifying that the conditions precedent to the purchase of Additional Receivables are satisfied on or prior to the relevant Subsequent Purchase Date. The Management Company may terminate all Transaction Documents if (i) the entire issue of the Notes and Residual Units has not been completed on the Closing Date or at any later date agreed between the parties to the agreement or (ii) both (x) after the issue of the Notes and the Residual Units, the Initial Subscriber, the Class B Notes Subscriber and the Seller (in its capacity as subscriber of any the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units; and (y) the total amounts received is less than the aggregate of the Principal Component Purchase Prices of the Receivables purchased on the First Purchase Date. Performance of the Obligations of the Management Company The Management Company will, under all circumstances, act in the interest of the Noteholders and of the Residual Unitholders. It irrevocably waives all its rights of recourse against the FCT with respect to the contractual liability of the FCT. In particular, the Management Company will have no recourse against the FCT or the Assets Allocated to the Compartment in respect of a default in the payment, for whatever reason, of the fees due to the Management Company. Delegation The Management Company may sub-contract or delegate all or part of its obligations with respect to the management of the Compartment or appoint any third party (other than an entity within the PSA Group) to perform all or part of its obligations, subject to: (a) (b) (c) (d) (e) the Management Company arranging for the sub-contractor, the delegate, the agent or the appointee to irrevocably waive all its rights of recourse against the FCT with respect to the contractual liability of the FCT; such sub-contracting, delegation, agency or appointment complying with the applicable laws and regulations; the Autorité des Marchés Financiers having received prior notice, if required by the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers); the Rating Agencies having received prior notice and such sub-contract, delegation, agency or appointment will not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such sub-contract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and the Custodian having previously and expressly approved such sub-contract, delegation, agency or appointment and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason, provided that notwithstanding such sub-contracting, delegation, agency or appointment, the Management Company shall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and the Custodian pursuant to the Compartment Regulations and the General Regulations. Substitution of the Management Company The cases and conditions of substitution of the Management Company are provided for in the General Regulations and summarised in the General Memorandum. PAR3322943 45
The Custodian Banque PSA Finance 75, Avenue de la Grande Armée 75116 Paris France General The Custodian is a French société anonyme with a share capital of 177,408,000 whose registered office is located at 75, avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d'investissement) (now the Autorité de Contrôle Prudentiel) in its capacity as founder of the Compartment and Custodian of the Assets Allocated to the Compartment and, more generally, as co-founder of the FCT and Custodian of the assets of the FCT, under the Compartment Regulations and the General Regulations. Banque PSA Finance, acting as Custodian, has jointly established the FCT with the Management Company and each compartment. All the compartments will have the same custodian during the lifetime of the FCT. Banque PSA Finance is the custodian of the assets of the FCT allocated to each compartment. With respect to the Compartment, the Custodian will assist the Management Company in appointing the Servicer, the Paying Agent, the Data Protection Agent and the Cash Manager on or before the Closing Date and, until the Compartment Liquidation Date and ensure the decision making of the Management Company is conducted properly including, without limitation, in relation to the management of the Purchased Receivables. In particular, it is responsible for supervising the Management Company with respect to the preparation by the Management Company of the financial statements of the Compartment and, more generally, of supervising the information published by the Management Company with respect to the other compartments and the FCT, save for the additional information published by the Management Company within the conditions set out in Section INFORMATION RELATING TO THE COMPARTMENT - Additional information. In case of a dispute arising between the Management Company and the Custodian, each of them will be able to inform the Autorité des Marchés Financiers and will be able, if applicable, to take all precautionary measures which it considers appropriate to protect the interests of the Noteholders and of the Residual Unitholders. Performance of the obligations of the Custodian The Custodian shall act, in all circumstances, in the interests of the Noteholders and of the Residual Unitholders. The Custodian irrevocably waives all its rights of recourse against the FCT with respect to the contractual liability of the FCT. In order to allow the Custodian to perform its supervisory duties, the Management Company has undertaken to provide the Custodian with: (a) (b) an Annual Activity Report concerning the Compartment, the contents of which shall be determined by the Custodian pursuant to the events which have occurred; any information provided by the Seller, the Servicer, the Specially Dedicated Account Bank, the Compartment Account Bank and the Compartment Cash Manager pursuant to the Master Purchase Agreement, the Master Servicing Agreement, the Specially Dedicated Account Bank Agreement, the Compartment Account Bank Agreement and the Compartment Cash Management Agreement, respectively; and PAR3322943 46
(c) all the calculations made by the Management Company on the basis of such information to make payments due with respect to the Compartment. In addition, and more generally, the Management Company has undertaken to provide the Custodian, on first demand and before any distribution to a third party, with any information or document related to the Compartment or to the FCT generally in order to allow the Custodian to perform its supervision duty as described above. Delegation The Custodian may sub-contract or delegate all or part of its obligations with respect to the Compartment or appoint any third party to perform all or part of its obligations, subject to: (i) (ii) (iii) (iv) (v) the Custodian arranging for the sub-contractor, the delegate, the agent or the appointee irrevocably to waive all its rights of recourse against the FCT with respect to the contractual liability of the latter; such sub-contracting, delegation, agency or appointment complying with applicable laws and regulations; the Autorité des Marchés Financiers having received prior notice; the Rating Agencies having received prior notice and such sub-contract, delegation, agency or appointment will not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the withdrawal of any of the ratings of the Class A Notes or that the such subcontract, delegation, agency or appointment limits such downgrading or avoids such withdrawal; and the Management Company having previously and expressly approved such sub-contract, delegation, agency or appointment and the identity of the relevant entity, provided that such approval may not be refused without a material and justified reason and if it is exclusively in the interests of the Noteholders and of the Residual Unitholders, provided that notwithstanding such sub-contracting, delegation, agency or appointment in the Custodian shall continue to be bound to comply with its obligations to the Noteholders, the Residual Unitholders and the Management Company pursuant to the Compartment Regulations and the General Regulations. Replacement of the Custodian The cases and conditions for the replacement of the Custodian are provided for in the General Regulations and summarised in the General Memorandum. The Custodian will be replaced with respect to all the compartments of the FCT and the new custodian will automatically, and without any formality, replace the Custodian as regards its rights and obligations with respect to the custody of the assets allocated to the compartments of the FCT and to the FCT, generally. The Seller Compagnie Générale de Crédit aux Particuliers 12, Avenue Andre Malraux 92300 Levallois Perret France The Seller is a French société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and Investment PAR3322943 47
Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Seller is 99.99% owned by Banque PSA Finance. In accordance with the Master Purchase Agreement, on the First Purchase Date, the Seller will sell the Initial Receivables to the FCT to be allocated to the Compartment. On each Subsequent Purchase Date during the Revolving Period, the Seller will be entitled to sell Additional Receivables which comply with the Eligibility Criteria. Pursuant to the Compartment Regulations and the relevant Transaction Documents, the Seller includes any other entity, existing or newly created, intended to take over the activities of the Seller by way of merger, demerger, contribution in part or in whole of assets or in any other way between the Seller and any entity within the PSA Group including any change into another corporate form or branch, provided that the conditions precedent set out in the Compartment Regulations are satisfied. The Servicer Compagnie Générale de Crédit aux Particuliers 12, Avenue Andre Malraux 92300 Levallois Perret France The Servicer is a French société anonyme with a share capital of 107,300,016, whose registered office is located at 12, Avenue André Malraux, 92300 Levallois Perret (France), registered with the Trade and Companies Registry of Nanterre (France) under number 317 425 981, licensed as a credit institution (établissement de crédit) with the status of a bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Servicer is 99.99% owned by Banque PSA Finance. In accordance with the provisions of article L. 214-46 of the French Monetary and Financial Code, the Management Company, with the prior approval of the Custodian, has appointed the Seller as Servicer in relation of the Receivables under the Master Servicing Agreement. As Servicer, pursuant to the Master Servicing Agreement, Crédipar will service and collect the Purchased Receivables in accordance with the Servicing Procedures. The Servicing Procedures include the administration, the recovery and the collection of the Purchased Receivables and, where relevant, the enforcement of the Ancillary Rights relating to such Purchased Receivables. The Servicer has undertaken to service the Purchased Receivables pursuant to the provisions of the Master Servicing Agreement and to the Servicing Procedures, such procedures being subject to, among other things, changes in the applicable laws, and certain directives or regulations issued by regulatory authorities with the prior consent of the Management Company. Pursuant to the Compartment Regulations and the relevant Transaction Documents, the Servicer includes any other entity, existing or newly created, intended to take over the activities of the Servicer by way of merger, demerger, contribution in part or in whole of assets or in any other way between the Servicer and any entity within the PSA Group including any change into another corporate form or branch, provided that the conditions precedent set out in the Compartment Regulations are satisfied. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the FCT), and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any substitute servicer or any third party appointed by it with the prior approval of the Custodian (such approval not to be unreasonably withheld or delayed and, if the Management Company considers, having regards to the interest of the Noteholders and Residual Unitholders, that the Custodian is holding or delaying its consent unreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) to) (i) notify the PAR3322943 48
Obligors of the assignment of the relevant Purchased Receivables to the FCT and (ii) instruct the Obligors to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification. The Specially Dedicated Account Bank Crédit Agricole SA 91 boulevard Pasteur 75015 Paris France The Specially Dedicated Account Bank is a French société anonyme with a share capital of 7,494,061,611, whose registered office is located at 91 boulevard Pasteur, 75015 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises Investissement) (now the Autorité de Contrôle Prudentiel).. The Specially Dedicated Account Bank is the bank in the books of which the Specially Dedicated Account is opened in accordance with articles L. 214-46-1 and D. 214-103 of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement. If the Specially Dedicated Bank Account ceases to have the Account Bank Required Ratings, the Management Company will terminate the Specially Dedicated Account Bank Agreement and will appoint jointly with the Custodian (in its capacity as co-founder of the FCT) a new specially dedicated account bank within thirty (30) Business Days and close the Specially Dedicated Bank Account, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings) Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior written notice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). The Compartment Account Bank Crédit Agricole Corporate and Investment Bank 9 quai du Président Paul Doumer 92 920 Paris La Défense Cedex France The Compartment Account Bank is a French société anonyme with a share capital of 7,254,575,271, whose registered office is located at 9 quai du Président Paul Doumer, 92 920 Paris La Défense Cedex (France), registered with the Trade and Companies Registry of Nanterre (France) under number 304 187 701, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) The Compartment Account Bank is the credit institution in the books of which the Management Company has opened the Compartment Accounts under the responsibility of the Custodian, pursuant to the provisions of the Compartment Account Bank Agreement. Pursuant to the Compartment Account Bank Agreement: PAR3322943 49
(a) (b) the Management Company (i) may on giving a 30-day prior written notice or (ii) shall within fifteen (15) Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings, terminate the appointment of the Compartment Account Bank; and the Compartment Account Bank may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment account bank with the Account Bank Required Ratings has been appointed). The Compartment Cash Manager Banque PSA Finance 75, Avenue de la Grande Armée 75116 Paris France The Compartment Cash Manager is a French société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75116 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). The Compartment Cash Manager is appointed by the Management Company, with the prior approval of the Custodian, to manage the amounts standing from time to time to the credit of the Compartment Accounts and the allocation of such amounts in accordance with the provisions of the Compartment Cash Management Agreement and the conditions set out in this Prospectus (see Section COMPARTMENT CASH AND INVESTMENT RULES ). Pursuant to the Compartment Cash Management Agreement, at any time during the lifetime of the Compartment: (a) (b) the Management Company may on giving a 30-day prior written notice, terminate the appointment of the Compartment Cash Manager; and the Compartment Cash Manager may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment cash manager with the Account Bank Required Ratings has been appointed). The Paying Agent CACEIS Corporate Trust 1-3, place Valhubert 75013 Paris France The Paying Agent is a French société anonyme with a share capital of 12,000,000, whose registered office is located at 1-3, place Valhubert, 75013 Paris (France), registered with the Trade and Companies Registry of Paris under number 439 430 976, licensed as an investment services provider (prestataire de services d investissement) with the status of an investment firm (entreprise d investissement) by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). PAR3322943 50
The Paying Agent has been appointed by the Management Company, with the prior approval of the Custodian, to make the payment, on the Payment Dates, of the principal and the interest due to the Noteholders pursuant to the provisions of the Paying Agency Agreement. Pursuant to the Paying Agency Agreement, at any time during the lifetime of the Compartment: (a) (b) the Management Company may on giving a 30-day prior written notice terminate the appointment of the Paying Agent and appoint, with the prior approval of the Custodian, a new paying agent; and the Paying Agent may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been appointed). The Data Protection Agent BNP Paribas Securities Services 3, rue d Antin 75002 Paris France The Data Protection Agent is a French société en commandite par actions with a share capital of 165,279,835, whose registered office is located at 3, rue d Antin, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France). On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Seller will deliver to the Management Company an Encrypted Data File (consisting in an electronically readable data tape in a standard format as agreed between the Management Company and the Seller containing encrypted information such as, inter alia, the names and addresses of the Debtors in relation (i) to the Purchased Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent Purchase Date, respectively, and (ii) to all the outstanding Purchased Receivables (either Performing Receivables or Defaulted Receivables, but excluding such Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as at such date)). On each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, the Seller will continue to deliver an updated Encrypted Data File to the Management Company. The Management Company will keep the Encrypted Data File in safe custody and protect it against unauthorized access by any third parties but will not be able to access the data without the Decryption Key. The Data Protection Agent shall hold the Decryption Key allowing for the decoding of the encrypted information contained in the Encrypted Data File provided to the Management Company. The Interest Rate Swap Counterparties Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Natixis acting through its London branch located Cannon Bridge House, 25 Dowgate Hill, London EC4R 2YA United Kingdom PAR3322943 51
The Interest Rate Swap Counterparties are the credit institutions with whom the Custodian and the Management Company have entered into the Interest Rate Swap Agreements. The terms and conditions of the Interest Rate Swap Agreements are described in Section CREDIT STRUCTURE - Description of the Interest Rate Swap Agreements. The Junior Swap Provider Banque PSA Finance 75, avenue de la Grande Armée 75116 Paris France The Junior Swap Provider is the credit institution with whom the Custodian and the Management Company have entered into the Junior Swap Agreement. The terms and conditions of the Junior Swap Agreement are summarised in Section CREDIT STRUCTURE - Description of the Junior Swap Agreement. The Joint Lead Managers Joint Lead Managers Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Natixis 30, avenue Pierre Mendès-France 75013 Paris France Pursuant to the Class A Notes Subscription Agreement, the Joint Lead Managers acting severally but not jointly (sans solidarité), each in its respective capacity as Joint Lead Manager, have agreed to assist in the management, secretarial duties and overall coordination of the issue of the Class A Notes, without any duty or liability to place, underwrite or subscribe the Class A Notes. The Statutory Auditor Deloitte 185, avenue Charles de Gaulle 92524 Neuilly-sur-Seine Cedex France In accordance with article L. 214-49-9 of the French Monetary and Financial Code and following approval by the Autorité des Marchés Financiers, the statutory auditor of the Compartment is appointed for six (6) financial years by the board of directors of the Management Company. It will perform the audits required by applicable laws and regulations, certify, where applicable, that the accounts are accurate and verify that the information contained in the Annual Activity Report is reliable. It will inform the Autorité des Marchés Financiers and the Management Company of any irregularities and errors that it discovers in the course of its duties. It will verify the periodic information given to the Noteholders and the Residual Unitholders by the Management Company and prepare an annual report on the accounts of the Compartment for the attention of the Noteholders and the Residual Unitholders. The Rating Agencies Fitch France S.A. 60, rue de Monceau 75008 S&P 21-25 rue Balzac 75008 Paris PAR3322943 52
Paris France The rating agencies are authorised to evaluate the units (parts) and/or debt instruments (titres de créances) issued by French fonds commun de titrisations, pursuant to article L. 214-44 of the French Monetary and Financial Code. The preliminary rating document relating to the Class A Notes prepared by Fitch is attached in Appendix IV and the preliminary rating document relating to the Class A Notes prepared by S&P is attached in Appendix V. The Legal Advisers Freshfields Bruckhaus Deringer 2, rue Paul Cézanne 75008 Paris France PAR3322943 53
RISK FACTORS - SPECIAL CONSIDERATIONS The following is a summary of certain aspects of the offering of the Class A Notes and the related transactions which prospective investors should consider (together with all of the information detailed in this Prospectus) before deciding to invest in the Class A Notes. Prospective investors in the Class A Notes should ensure that they understand the nature of such Class A Notes issued by a French debt securitisation fund (fonds commun de titrisation) and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers in order to make their own legal, tax, accounting, prudential, regulatory and financial evaluation of the merits and risks of investing in such Class A Notes and that they consider the suitability of such Class A Notes as an investment in the light of their own circumstances and financial condition. The risks described below are the principal risks inherent in the transaction for the Class A Noteholders, but the inability of the FCT to pay interest, principal or other amounts on or in connection with the Class A Notes may occur for other reasons and the following statements regarding the risk of investing in of holding the Class A Notes are not exhaustive. Risks relating to the assets and the Transaction Documents Limited Recourse to the Assets Allocated to the Compartment The cash flows arising from the Assets Allocated to the Compartment constitute the sole financial resources of the Compartment for the payment of principal and interest amounts due in respect of the Class A Notes. The Class A Notes represent an obligation of the Compartment solely. Pursuant to the Compartment Regulations, the right of recourse of the Noteholders with respect to their right to receive payment of principal and interest together with any arrears is limited to the Assets Allocated to the Compartment in proportion to the amount invested in the Class A Notes which they hold, and is subject to the applicable Priorities of Payments. Historical and Other Information The historical information and the other information set out in Section UNDERWRITING AND MANAGEMENT PROCEDURES, HISTORICAL PERFORMANCE DATA and STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES represent the historical experience and present procedures of the Seller. None of the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint Arrangers, the Joint Lead Managers, the Paying Agent, the Interest Rate Swap Counterparties, the Specially Dedicated Account Bank, the Data Protection Agent, the Junior Swap Provider nor any of their respective affiliates has undertaken or will undertake any investigation, review or searches to verify the historical information. There can be no assurance as to the future performance of the Purchased Receivables. Geographical Concentration There can be no assurance as to the future geographical distribution of the Obligors and its effect, in particular, on the rate of amortisation of the Purchased Receivables and the acquisition by the FCT of Additional Receivables to be allocated to the Compartment. Consequently, any deterioration in the economic conditions of France, in which many Obligors are located, could have an adverse effect on the ability of the Obligors to repay the Purchased Receivables and could trigger losses in respect of the Notes or reduce their yields to maturity. Forecasts and Estimates Estimates of the weighted average life of the Class A Notes included in this Prospectus, together with any other projections, forecasts and estimates are supplied for information only and are forward-looking PAR3322943 54
statements. Such projections, forecasts and estimates are speculative in nature and it can be expected that some or all of the assumptions underlying them may differ or may prove substantially different from the actual results. Consequently, the actual results might differ from the projections and such differences might be significant. Obligors Ability to Pay The Obligors are individuals, companies or professionals owing or who will owe moneys under the Purchased Receivables. If the FCT does not receive the full amount due from the Obligors in respect of the Purchased Receivables, the Class A Noteholders (or the Class B Noteholders) may receive by way of principal repayment an amount less than the face value of their Notes and the FCT may be unable to pay, in whole or in part, interest due on the Notes. The FCT may therefore be exposed to the occurrence of credit risk in relation to the Obligors. The FCT does not guarantee or warrant full and timely payment by the Obligors of any sums payable under the Purchased Receivables. The ability of an Obligor to make timely payment of amounts due under any Purchased Receivable will mainly depend on its assets and its liabilities as well as its ability to generate sufficient income to make the required payments. Its ability to generate income may be adversely affected by a large number of factors, some of which (i) relate specifically to the Obligor itself (including but not limited to age, health, creditworthiness or employment in respect of Private Debtors, ability to compete in the current industry environment, use of incentives or state aids, in respect of Corporate Debtors) or (ii) are more general in nature (such as, without limitation, changes in governmental regulations or fiscal policy, rate of inflation, consumer perception of general economic conditions). No notification of the Assignment to the Obligors The assignment of the Purchased Receivables will only be disclosed to the Obligors upon the occurrence of certain events set out in the Master Purchase Agreement and the Master Servicing Agreement and in relation to the substitution of the Servicer and the appointment of a substitute servicer. Until the Obligors have been notified of the assignment of the Purchased Receivables, they may validly discharge their payment obligations by making payments to the Seller. Each Obligor may further raise defences (which may include, as applicable, any set-off right) against the FCT arising from such Obligor s relationship with the Seller to the extent that such defences are existing prior to the notification of the assignment of the relevant Purchased Receivable or arise out of mutual claims (compensation de créances connexes) between the Obligor and the Seller which are closely connected with the Purchased Receivable. In addition, the identity of certain Obligors may not be known until the corresponding Purchased Receivables arise. Accordingly, it may not be possible to notify these Obligors even though one of the events set out in the Master Purchase Agreement and the Master Servicing Agreement and in relation to the substitution of the Servicer and the appointment of a substitute servicer has occurred. For instance, the potential buyer of the Car retrieved from the Debtor (in case where the latter chooses not to exercise the Purchase Option at the maturity of the relevant Auto Lease Contract, or if the Auto Lease Contract is terminated by anticipation for failure of the Debtor to comply with its obligations thereunder), is unknown until the Car is actually sold. For such reason, the Master Purchase Agreement provides that on the Closing Date, the Seller shall provide the FCT with a Declared Auctioneers List and that on each Payment Date, it shall provide the FCT with an updated Declared Auctioneer List (if relevant) for the purpose of selling any such retrieved Car, or a method of sale offering at least as much security to the FCT (see Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Sale of the Cars ). PAR3322943 55
Market value of the Purchased Receivables There is no assurance that the market value of the Purchased Receivables (including the related Ancillary Rights) will at any time be equal to or greater than the Principal Amount Outstanding of the Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of a Compartment Liquidation Event and a sale of the Assets Allocated to the Compartment by the Management Company, the Management Company and the Custodian and any relevant parties to the Transaction Documents will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other amounts owing to such parties prior to any distributions to the Noteholders subject to the application of the relevant Priority of Payments. With respect to the Location avec option d achat Favorable, if any Debtor or Obligor exercises the relevant Sponsored Purchase Option, the amount of such payment may be lower than the Outstanding Principal Discounted Balance of the relevant Auto Lease Contract as at such Purchase Option Date. No right or security interest in the Cars The FCT will not be granted with any right or security interest in the Cars. Ability for PSA Car Dealers to respect their buyback commitments under certain Auto Lease Contracts Part of the Auto Lease Contracts includes a commitment given by a PSA Car Dealer to repurchase the relevant Car at the end of such Auto Lease Contracts. A difficult economic environment, particularly in the automotive sector, or difficulties for the Peugeot and Citroën brands, may result in financial difficulties or bankruptcies amongst such PSA Car Dealers. In the event of such difficulties, Crédipar would have the ability to recover the relevant Cars. However, a simultaneous bankruptcy of many PSA Car Dealers and a reduction in the resale value of the Cars could trigger losses for the FCT. Market value of Cars To the extent that the Residual Value Purchase Option is not exercised at the end of the Auto Lease Contract or a Car is recovered by the Seller following the default of a Debtor under the relevant Auto Lease Contract, any recovered Car is systematically sold by the Seller to third parties. Currently, Crédipar sells almost all recovered vehicles by way of auction. No assurance can be given that the market for used cars in France will not deteriorate for any reason. Further, no assurance can be given that sale by auction will remain an economically effective method of selling cars nor that the relevant auctioneer will obtain the best possible price for such cars. Such factors may adversely affect the ability of the FCT to make any payments of principal and/or interest due to the Noteholders. However, it should be noted that the Residual Value Purchase Options are determined by specialised committees within Crédipar, taking into account the residual value schedules determined internally as well as external data. Higher Residual Value risk in case of PSA Group s bankruptcy A bankruptcy of the PSA Group may trigger a deterioration of the resale value of the Cars, and a bankruptcy of a certain number of PSA Car Dealers. In such a case, Crédipar or its successor would have to recover a higher number of Cars, which could affect the global resale value of such Cars and trigger losses for the FCT. PAR3322943 56
Credit Risk of the Parties to the Transaction Documents The ability of the FCT to make any principal and interest payments in respect of the Notes depends, to a large extent, upon the ability of the parties to the Transaction Documents to perform their contractual obligations. In particular and without limiting the generality of the foregoing, the timely payment of amounts due in respect of the Notes depends (a) on the ability of the Servicer to service the Purchased Receivables purchased by the Compartment and to recover any amount relating to the Purchased Receivables, (b) on the ability of the Interest Rate Swap Counterparties to meet their payment obligations under the Interest Rate Swap Agreements and (iii) on the ability of the Junior Swap Provider to meet its payment obligations under the Junior Swap Agreement. Servicer Substitution Risk If Crédipar were to cease to act as Servicer, the processing of payments in respect of the Purchased Receivables and information relating to their collection could be delayed as a result. Such delays may have a negative impact on the timely payment of amounts due to the Noteholders. In addition, pursuant to the provisions of article L. 214-46 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 Receivables. No back-up servicer has been appointed and there is no assurance that any substitute servicer could be found and would be willing and able to act for the FCT in relation with the Compartment as servicer. Furthermore, it should be noted that any substitute servicer is likely to charge fees on a basis different to that of the Servicer. The Noteholders have no right to give orders or direction to the Management Company in relation to the duties and/or appointment or removal of the Servicer. Such rights are vested solely in the Management Company. In case where the Servicer fails to provide the Management Company with its Monthly Servicer Report on a given Information Date and the Management Company is not in a position to make certain calculations necessary to give the instructions required to apply the Priority of Payments applicable on the immediately following Payment Date. In such case, the relevant Payment Date will be a Reduced Payment Date. On a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder. Notwithstanding any provision to the contrary in any Transaction Document, a Reduced Payment Date shall only occur once and the amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the above Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. In case the Servicer fails to provide the Management Company with its Monthly Servicer Report on the Information Date immediately following a Reduced Payment Date, this shall constitute an Accelerated Amortisation Event. No independent investigation - Representations and Warranties None of the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers have or will make any investigations or searches or verify the characteristics of any of the Purchased Receivables, the Auto Lease Contracts, the Cars or the Obligors or the solvency of the Obligors, each of them relying only on representations made, and on warranties given, by the Seller regarding the Series of Receivables transferred by it to the FCT on each Purchase Date. The Management Company will carry out consistency tests on the information provided to it by the Seller and will verify the compliance of certain of the Series of Receivables with the Eligibility Criteria. Such tests will be undertaken in the manner, and as often as is necessary, to ensure the fulfilment by the Seller of PAR3322943 57
its obligations as set out in the Master Purchase Agreement, the protection of the interests of the Noteholders and the Residual Unitholders with respect to the Assets Allocated to the Compartment, and, more generally, in order to satisfy its legal and regulatory obligations as defined by the provisions of the Financial and Monetary Code. Nevertheless, the responsibility for the non-compliance of the Series of Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Specially Dedicated Account Bank, the Data Protection Agent, the Joint Arrangers or the Joint Lead Managers shall under no circumstance be liable therefor) and the Management Company will therefore rely only on the representations made, and on the warranties given, by the Seller regarding that Series of Receivables. A specific indemnification procedure has been provided for in the Master Purchase Agreement to indemnify the FCT in case of non-conformity of one or several Purchased Receivables (if such nonconformity is not, or not capable of being, remedied). The representations and warranties made or given by the Seller in relation to the conformity of the Series of Receivables to the Eligibility Criteria and this rescission and indemnification procedure is the sole remedy available to the FCT in respect of the non-conformity of any Series of Receivables with the Eligibility Criteria. Consequently, a risk of loss exists if such representation or warranty is breached and no corresponding indemnification payment is made by the Seller. Under no circumstance may the Management Company request an additional indemnity from the Seller relating to a breach of any such representations or warranties. To the extent that any loss arises as a result of a matter which is not covered by the representations and warranties, the loss will remain with the FCT. In particular, the Seller gives no warranty as to the ongoing solvency of the Obligors. Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Series of Receivables to the Eligibility Criteria shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L. 214-48 of the French Monetary and Financial Code to represent the Compartment, and more generally, the FCT as against third parties and in any legal proceedings. Certain Conflicts of Interest Conflicting interest between certain transaction parties Conflicts of interest may arise as a result of various factors involving in particular the FCT, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Joint Arrangers, the Joint Lead Managers the Seller, the Servicer, the Obligors, their respective affiliates and the other parties named herein. For example (but without limitation), such potential conflicts may arise because of the following: 1. In France, Crédipar may hold and/or service claims against the Debtors other than the Purchased Receivables. The interests or obligations of Crédipar in its capacities with respect to such other claims may, in certain aspects, conflict with the interests of the Noteholders. In this respect, it should however be noted that: (a) the repayment of the General Reserve Cash Deposit, to the extent of sufficient funds on the General Reserve Account, to Crédipar as Seller and the payment of the remaining excess cash of the FCT after payment of all other amounts owed by the FCT, to Crédipar as Residual Unitholder, can be considered as economic incentives for Crédipar to comply with its duties under the Transaction Documents; PAR3322943 58
(b) pursuant to the Master Servicing Agreement: (i) (ii) (iii) the Servicer has undertaken to the Management Company and the Custodian that it shall devote to the performance of its obligations at least the same amount of time and attention and overall diligence that it would normally exercise for the administration, recovery and collection of its own assets similar to the Purchased Receivables, with the due care that would be exercised by a prudent and informed manager and, more generally, with the standard of care that it applies for its own business; in the event the Compartment and the Seller are respectively the creditors of a same Debtor, and in the absence of any specific instructions from the Debtor in respect of a payment made by the said Debtor to the creditors, the Servicer has undertaken to allocate on a pro rata basis all the amounts paid by the Debtor pari passu between the Seller and the Compartment, in accordance with the respective amounts due to each of them; and in the event that Crédipar collects moneys from a Debtor at the same time (a) acting as Servicer, in respect of one or more than one Purchased Receivable and (b) acting as agent for a third party, in respect of other Receivables owed by that Debtor to that third party (such as any remuneration owed by that Debtor to any maintenance company under any maintenance contract, entered into by that Debtor, as the case may be, in relation to the corresponding Car), the Compartment and the Servicer have agreed that all amounts paid by that Debtor shall be allocated pari passu between the Seller (acting as agent of that third party) and the Compartment on a pro rata basis in accordance with the respective amounts referred to in (a) and (b) and save for any amount resulting, pursuant to the provisions of the Master Servicing Agreement, from the exercise of the Ancillary Rights, which will be exclusively allocated to the Compartment. 2. Crédipar or one of its affiliate may purchase a portion of the Notes and in this case, may exercise voting rights in respect of the Notes held by it in a manner that may be prejudicial to other Noteholders. 3. Banque PSA Finance is acting in several capacities under the Transaction Documents. Even if its rights and obligations under the Transaction Documents are not conflicting and are independent from one another contractually, in performing such obligations in these different capacities under the Transaction Documents, Banque PSA Finance may be in a situation of conflicts of interest. The fact that Banque PSA Finance will subscribe the Class B Notes on the Closing Date and will undertake not to transfer the Class B Notes may also lead Banque PSA Finance to vote in a manner that may be prejudicial to other Noteholders. 4. Banque PSA Finance and Crédipar belong to the PSA Group and are acting in several capacities under the Transaction Documents. In performing such obligations in these different capacities under the Transaction Documents, Banque PSA Finance and Crédipar may be in a situation of conflicts of interest between each other and act in a manner that may be prejudicial to other parties. Conflicting interest amongst classes of Notes and with Residual Units In accordance with and subject to the Priority of Payments, (i) the Class A Notes are senior to the Class B Notes and the Residual Units and (ii) the Class B Notes are senior to the Residual Units. Notwithstanding the above, any proposed modification affecting more than one class of Notes and requiring a decision of the relevant Noteholders Meetings shall only take effect if each of such Noteholders Meeting has agreed to such proposed modification. Furthermore, as the Management Company must act in the interest of all Noteholders and the Residual Unitholders, the agreement of the Residual Unitholders would also be required if such modification affects the interest of the Residual Units. PAR3322943 59
Authorised Investments Any available funds standing to the credit of the Compartment Accounts (prior to their allocation and distribution) shall be invested by the Compartment Cash Manager in Authorised Investments. Notwithstanding strict investment criteria and eligibility criteria, the value of the Authorised Investments may fluctuate depending on the financial markets and the FCT may be exposed to a credit risk in relation to the issuers of such Authorised Investments. None of the Management Company, the Custodian, the Compartment Cash Manager or the Compartment Account Bank guarantees the market value of the Authorised Investments. The Management Company, the Custodian, the Compartment Cash Manager and the Compartment Account Bank shall not be liable if the market value of any of the Authorised Investments fluctuates and decreases. French Rules Regarding Data According to article L. 511-33 of the French Monetary and Financial Code, a bank operating in France is required to comply with the so-called banking secrecy rules (secret bancaire), i.e., it is required to keep confidential all customer related facts and information which it receives in the course of its business relationship, and in particular in connection with the entry into a loan agreement with such customer (the "Loan Data"). Pursuant to the banking secrecy rules, the Seller may disclose Loan Data only in limited circumstances, in particular, if the customers have expressed their consent to the disclosure of the Loan Data. However, pursuant to article L. 511-33 of the French Monetary and Financial Code, credit institutions are allowed to transfer information covered by the banking secrecy to third parties in a limited number of cases, among which for the purpose of a transfer of receivables, provided that such third party shall keep the relevant information confidential. Accordingly, the rules applicable to banking secrecy would not prevent Crédipar to transfer to the FCT and to the Management Company of the FCT the Loan Data on the Debtors for the purpose of the transaction described in this Prospectus. The French Commission Nationale de l Informatique et des Libertés (the CNIL ) is allowed to verify from time to time that the treatment of data effected by the Management Company under the Data Protection Agreement complies with the provisions of law No. 78-17 of 6 January 1978 (as amended) relating to the protection of personal data (Loi relative à l'informatique, aux fichiers et aux libertés) and the relating decree. Should the CNIL request modifications in such treatment, the parties may have to modify the Data Protection Agreement. Ability to obtain the Decryption Key Pursuant to the Data Protection Agreement, the Seller has agreed to deliver to the Management Company: (a) (b) on the Closing Date and on each Subsequent Purchase Date during the Revolving Period, an Encrypted Data File (consisting in an electronically readable data tape containing encrypted information such as, inter alia, the names and addresses of the Debtors in relation to the Purchased Receivables which the Seller has sold to the FCT on the Closing Date or on that Subsequent Purchase Date and to all the outstanding Purchased Receivables (either Performing Receivables or Defaulted Receivables, but excluding such Purchased Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer) as at such date)); on each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, an Encrypted Data File with updated data. For the purpose of accessing these data and notifying the Obligors (as the case may be), the Management Company (or any person appointed by it) will need the Decryption Key, which will not be in its possession but under the control of BNP Paribas Securities Services, in its capacity as Data Protection PAR3322943 60
Agent (to the extent it has not been replaced). Accordingly, there cannot be any assurance, in particular, as to: (a) (b) the possibility to obtain in practice such Decryption Key and to read the relevant data; and the ability in practice of the Management Company (or any person appointed by it) to obtain such data in time for it to validly implement the procedure of notification of the Debtors (as the case may be) before the corresponding Receivables become due and payable (and to give the appropriate payment instructions to the Debtors). Individual Insurance Contract Each Auto Lease Contract requires the Debtor to enter into an Individual Insurance Contract relating to the destruction of or damage to the Car, theft of the Car and the personal liability of the Debtor relating to the use of the Car (responsabilité civile illimitée). However, because Crédipar does not track that insurance is maintained on the Car, there can be no assurance that such Individual Insurance Contract is indeed in place or, if in place, will remain in place at all times, or that the corresponding Individual Insurance Receivable can effectively be assigned to the Compartment. Risks relating to the French Law aspects Selected French law aspects Non-arising of some Purchased Receivable Some of the Purchased Receivables will be future receivables at the time of execution of the corresponding Transfer Document and will not arise unless the Seller takes the necessary action to give rise to such Purchased Receivables; for instance, a Car Sale Receivable will not arise if the Seller does not take the necessary action to sell the relevant Car recovered from the Debtor, as the case may be. For such reason, pursuant to the Master Purchase Agreement, the Seller has undertaken, to the fullest extent possible, to always act in a manner and take the decisions that will lead to the effective arising of the Purchased Receivables which are future receivables as of their Purchase Date (see Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Undertakings of the Seller Other Undertakings ). Selected French insolvency law aspects Specific status of the Seller The Seller, being licensed as a credit institution (établissement de crédit) by the credit institution by the Credit Institutions and Investment Companies Committee (Comité des Établissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), is required to comply with specific rules of organisation, reporting requirements and regulatory ratios. In addition, the French Monetary and Financial Code provides that no insolvency proceedings may be opened by a court against a credit institution without having first obtained the opinion (avis) of the French Banking Commission (Commission Bancaire). The latter may also designate a provisory administrator (administrateur provisoire) or a liquidator (liquidateur) of its own, in addition to the administrator (administrateur judiciaire) or, as applicable, the liquidator (liquidateur judiciaire) designated by the relevant court. Commingling There is a risk that Available Collections be commingled with other assets of the Servicer upon its insolvency. This risk is addressed by the fact that the Debtors will in such case be instructed by the Management Company (or any third party or substitute servicer) to pay any amount owed under the Purchased Receivables into any account specified by the Management Company in the notification. However, the commingling risk will arise as long as the proceeds arising out of or in connection with the PAR3322943 61
Purchased Receivables will keep on being paid by the Debtors to the Servicer. This risk is mitigated as follows. In accordance with articles L. 214-46 and D. 214-103 of the French Monetary and Financial Code, the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank will enter into the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) on or before the Closing Date pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté). Subject to and in accordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all Available Collections received in respect of the Purchased Receivables, provided that the Servicer has undertaken vis-à-vis the FCT: (i) (ii) that all Instalments paid by Debtors by direct debit shall be directly credited to the Specially Dedicated Bank Account without transiting via any other account of the Servicer provided that such direct debit amount will also include the corresponding VAT, and the insurance premium and generally the services fees owed by the relevant Debtor, as applicable; and to transfer to the Specially Dedicated Bank Account within five (5) Business Days after receipt any amount of Available Collections standing to the credit of any other of its bank accounts, provided that such amount shall not include the corresponding VAT nor any amount of insurance premium or services fees paid by the relevant Debtor, as applicable. The Servicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account. The efficiency of the Specially Dedicated Bank Account mechanism will however be dependent upon the fact that the Specially Dedicated Account Bank agrees to comply with its undertakings to follow solely the instructions of the Management Company and cease to comply with the instructions of the Servicer following receipt of a notification to that effect. In any case, the part of the Available Collections not credited directly to the Specially Dedicated Bank Account but transiting via other accounts of the Servicer will not be protected against the commingling risk by the Specially Dedicated Bank Account mechanism, as it is highly likely that an administrator (administrateur judiciaire) or, as applicable, liquidator (liquidateur judiciaire) of the Servicer will stop transferring any such amounts to the Specially Dedicated Bank Account. To further mitigate the commingling risk, a Commingling Reserve has been established in order to mitigate this risk to the extent of the Commingling Reserve Fund, which shall be equal or greater than the Commingling Reserve Required Amount. It should be noted that the VAT, and the insurance premium and generally the services fees owed by the relevant Debtor are not being assigned to the FCT and accordingly the FCT will have no right whatsoever on amounts collected in respect of any such amounts, notwithstanding the fact that any such amounts are being credited to the Specially Dedicated Bank Account. It is an Eligibility Criteria for the purchase of a Receivable that the payment of the Receivable is made by the automatic debit of a bank account (or of a postal bank account) authorised by the relevant Debtor(s) at the signature date of the Auto Lease Contract. Continuation of the Auto Lease Contracts Compliance with the undertakings As a general matter of French law, in the context of insolvency proceedings, the administrator is allowed to request the judge-in-charge to declare the termination of contracts to which the insolvent entity is a party if such termination is necessary for the safekeeping of that entity and if such does not excessively PAR3322943 62
affect the interest of the counterparty (both criteria being subject to the appreciation of the judge), pursuant to article L.622-13-IV. of the French Commerce Code. However, article L.214-43 of the French Monetary and Financial Code now provides a specific rule for the benefit of the FCT as far as certain types of executory contracts are concerned, as follows: where the receivable assigned to the securitisation organism results from a simple leasing agreement (contrat de location) or a leasing agreement with purchase option (crédit-bail), the opening of insolvency proceedings as referred to in Book VI of the Commerce Code or of equivalent proceedings pursuant to a foreign law against the renter or the lessor cannot prevent (remettre en question) the continuation of the contract. Based on that article, the mere opening of an insolvency proceeding against Crédipar could not prevent the continuation of the Auto Lease Contracts where the corresponding Leasing Receivables have been sold to the FCT. There is no case law as to the import and interpretation of that specific provision. However, there are arguments which support the view that such specific provision should be interpreted as preventing the administrator to request the termination of the contract pursuant to article L.622-13-IV. of the French Commerce Code, based on the following: (i) (ii) although that specific provision is older than article L.622-13-IV of the French Commerce Code, it is more specific in nature as it expressly refers to the continuation of the leasing agreements. Because of that specific nature, it should be construed as overruling the more general principle set out in said article L.622-13-IV; and the purpose of that specific provision is to make leasing securitisations through FCT more straightforward, by tackling one of the major question surrounding that kind of transactions, being the continuation of the underlying lease contracts. In this respect, the above interpretation is the only way to give some sense and import to that specific provision. It should be noted that this specific provision does not prevent a Lessee to require the administrator to decide whether it wishes to continue or terminate the Auto Lease Contract pursuant to article L.622-13- III.1 of the French Commerce Code, and, should the Lessee do so, the Auto Lease Contract would be terminated if the administrator does not answer to the Lessee within a one-month period (which period can be decreased or increased up to two months). Economic incentives have been used in the Transaction, for the purpose of encouraging the administrator to continue the Auto Lease Contracts in such case and to keep on complying with the undertakings of the Seller (for more details on these incentives, see the paragraph Economic Incentives below). In practice, a Lessee would not necessarily nor automatically avail itself of taking this available course of action. Regardless of the analysis set out above, the Lessee s behavior would depend on a number of factors, such as, for instance, whether he is aware of the possibility offered by French law in this respect, whether termination of the Auto Lease Contract makes economic sense for it (depending in particular on the amount of the purchase option price as compared to the market value of the relevant Car at that time) or how easy it is for the Lessee s to find a replacement vehicle. Whether maintenance and other services contracts keep on being performed or not after the opening of an insolvency proceedings against Crédipar could also influence the Lessee s behavior in this respect. In addition, the procedure would be conducted by each Lessee acting individually depending on its own position, it therefore appears as a granular risk. Transfer of the Cars The outcome of the insolvency proceedings opened against the Seller may consist of the transfer of the Cars to a third party by way of transfer of the leasing activity of the Seller to that third party. It should be noted that pursuant to article L.313-8 of the French Monetary and Financial Code, the third party would be bound to comply with the provisions of the Auto Lease Contracts, to the extent that such Auto Lease Contracts qualify as Professional Lease Contract under the French Monetary and Financial Code. There is no equivalent legal provision in relation to Auto Lease Contracts which qualify as Consumer Lease Contract under the French Consumer Code. However, the following facts could be taken into account by a French Court willing to treat PAR3322943 63
an Auto Lease Contract qualifying as a Consumer Lease Contract in the same manner as an Auto Lease Contract qualifying as a Professional Lease Contract: (a) (b) both types of contracts are similar in the sense where they both include the on-going acquisition, from an economical point of view, of the ownership of the leased Car by the Debtor. Selling a Car without the related Auto Lease Contract would thus entail a financial loss for the corresponding Debtor and there would be very few legitimate arguments to treat the debtors under a Professional Lease Contract in a more favorable way than a debtor under a Consumer Lease Contract; on the contrary, it would be understandable that the Debtor under a Consumer Lease Contract, being a consumer (consommateur), could deserve at least as much protection as the Lessee under a Professional Lease Contract, being a professional (professionnel). In any case, if the Cars are transferred to a third party, any Car Sale Receivables arising in relation to such transferred Cars will have been originated by that third party and not by the Seller and will therefore not be transferred to the FCT. It should be noted, however, that economic incentives have been introduced in the securitisation transaction, for the purpose of encouraging that third party purchasing the Cars to negotiate with the FCT and to take on certain obligations of the Seller (though such third party would not be obliged to do so from a legal point of view) (for more details on these incentives, see the paragraph Economic Incentives below). Economic Incentives For the purpose of addressing those risks and in particular encouraging (i) the administrator (administrateur judiciaire) or the liquidator (liquidateur judiciaire) of the Seller, to perform the Auto Lease Contracts, in accordance with the provisions thereof, the usual management procedures of the Seller and the provisions of the Transaction Documents, to sell the corresponding Car and to remit the corresponding moneys to the FCT and more generally to comply with the provisions of the Transaction Documents and (ii) a third party purchasing the leasing activity of the Seller in the context of insolvency proceedings opened against the Seller, to negotiate with the FCT in order to take on certain of the obligations of the Seller under the Transaction Document, a Performance Reserve shall be funded by the Seller on the Closing Date and adjusted thereafter (although no assurance can be given as to what the results of this economic incentive will actually be). The amount, timing and conditions of release of such Performance Reserve to the Seller are dependant upon the compliance of the Seller with its obligation to pay to the FCT any amounts due under the Compensation Payment Obligations on the date expected for such payment and structured so as to incentivise the Seller to comply with the said obligation as described above. In the event of a breach by the Seller of any Seller Performance Undertakings, there shall no longer be any release of the Performance Reserve to the Seller and the Management Company will be entitled (i) to set-off the restitution obligations of the FCT under the Performance Reserve Account against the then due and payable Compensation Payment Obligations, up to the lowest of the two amounts, in accordance with articles L. 211-38 et seq. of the French Monetary and Financial Code and to apply the corresponding funds in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce its rights under the Performance Reserve Fund (sans mise en demeure préalable) and (ii) in any case, to use the Performance Reserve Fund as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the General Collection 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 PAR3322943 64
practices which may occur after the date of this Prospectus, nor can any assurance be given as to whether any such change could adversely affect the ability of the FCT to make payments under the Notes. Risks relating to the Notes General The purchase of the Class A Notes is only suitable for investors (i) that possess adequate knowledge and experience in structured finance investments and have the necessary background and resources to evaluate all relevant risks related with such investments; (ii) that are able to bear the risk of loss of their investment (up to a total loss of the investment) without having to prematurely liquidate the investment; and (iii) that are able to assess the tax aspects and implications of such investment independently. Furthermore, each potential investor should base its investment decision on its own and independent investigation and on the advice of its professional advisors (with whom the investor may deem it necessary to consult), be able to assess if an investment in the Class A Notes (i) is in compliance with its financial requirements, its targets and situation (or if it is acquiring the Class A Notes in a fiduciary capacity, those of the beneficiary); (ii) is in compliance with its principles for investments, guidelines for or restrictions on investments (regardless of whether it acquires the Class A Notes for itself or as a trustee); and (iii) is an appropriate investment for itself (or for any beneficiary if acting as a trustee), notwithstanding the risks of such investment. Neither the FCT, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint Lead Managers, the Joint Arrangers, the Paying Agent, the Data Protection Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor any of their respective affiliates nor any other party has or assumes any responsibility for the adequacy or lawfulness of the acquisition of the Class A Notes by a prospective investor, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective investor with any law, regulation or regulatory policy applicable to it. Credit Enhancement Provides Only Limited Protection Against Losses Credit enhancement mechanisms established in respect of the Compartment comprise the subordination of payments to the Class B Noteholders and the existence of a General Reserve Fund. Those mechanisms provide only limited protection to the Class A Noteholders. Although the credit enhancement mechanisms are intended to reduce the effect of late payments or losses incurred in respect of the Purchased Receivables, the amount of such credit enhancement is limited and, if reduced, the Class A Noteholders, may suffer from late payments or losses. As a consequence, the credit enhancement mechanisms might not be sufficient in the event of late payments or losses attributable to the Purchased Receivables. In the event of an increase of the losses relating to the Purchased Receivables, the General Reserve Fund may be used without the Management Company being in a position to replenish it up to the General Reserve Required Amount. Under such circumstances, the Class A Noteholders would benefit only from the protection offered by the subordination of payments due to the Class B Noteholders. Greater Risk for the Class B Notes The Class B Notes bear greater credit risk than the Class A Notes. This is because payments of principal in respect of the Class B Notes are subordinated to payments of principal in respect of the Class A Notes. In addition, payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes (see Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS ). PAR3322943 65
During the Accelerated Amortisation Period, the Class B Noteholders will receive payments only to the extent that the Class A Notes have been redeemed in full. Other Account only for Specific Purposes In addition to the General Reserve Account, the Commingling Reserve Account is intended to protect the FCT, to the extent of the amount standing to the credit thereof, against the commingling risk only (see Section RISKS FACTORS Selected French law aspects Selected French insolvency law aspects Commingling ). If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT, the Management Company will open a separate account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities is provided, the Management Company will be required to open a custody account in which such securities provided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and, together with the Collateral Cash Account, the Collateral Accounts ). No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the FCT or the return of excess collateral and payment of a remuneration on such collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside of any Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest Rate Swap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest Rate Swap Agreement against such amounts (the Netted Swap Termination Amount ). Any collateral not applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. The proceeds from the liquidation of the collateral corresponding to the Netted Swap Termination Amount may be used by the FCT as deems fit. Yields to Maturity and Weighted Average Life of the Class A Notes Although the origination of Lease Receivables by the Seller has remained stable for the last three years (see Section DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER ), there is no assurance that in the future the origination of auto leases by the Seller will be sufficient or that all or part of such new leases will meet the Eligibility Criteria. Consequently, the Revolving Period might end prior to its scheduled end date as set out in this Prospectus. The calculation of the weighted average life of the Class A Notes is subject, among others, to certain assumptions regarding the payment of the Purchased Receivables, the characteristics of the Additional Receivables purchased during the Revolving Period and the hypothetical rates of CPR and delinquency of the Receivables, which may materially differ from what will be actually observed. The prepayment of the Receivables is influenced by a variety of economic and social factors such as market interest rates, the economic situation of the Debtors and the general economic situation, for which reason it cannot be predicted. In addition, a high level of Prepayments, the occurrence of an Amortisation Event, Accelerated Amortisation Event, Compartment Liquidation Event or Partial Early Amortisation Event may each influence the average lives and the respective yields to maturity of the Notes (see Section WEIGHTED AVERAGE LIFE OF THE NOTES ). Interest Rate Risk The Purchased Receivables arising from the Auto Lease Contracts incorporate a fixed rate of interest whilst the Notes bear a floating rate of interest based on the relevant EURIBOR Reference Rate. PAR3322943 66
Consequently, the FCT is exposed to an interest rate risk which will be hedged, in respect of the Class A Notes, by way of two Interest Rate Swap Agreements, each such Interest Rate Swap Agreement to be entered into between the FCT and an Interest Rate Swap Counterparty and, in respect of the Class B Notes, by way of a Junior Swap Agreement, to be entered into between the FCT and the Junior Swap Provider. If any of the Interest Rate Swap Counterparties or the Junior Swap Provider does not comply with its undertakings under the relevant Interest Rate Swap Agreement or the Junior Swap Agreement, as applicable, and notwithstanding the substitution mechanism of such Interest Rate Swap Agreement or Junior Swap Agreement, as applicable, the FCT cannot find a replacement interest rate swap counterparty, the Noteholders could be exposed to interest rate risk (see Section CREDIT STRUCTURE Description of the Interest Rate Swap Agreements ). Early Liquidation of the Issuer The Compartment Regulations set out a number of circumstances in which the Management Company would be entitled or obliged to liquidate the Compartment. These circumstances may occur prior to the scheduled maturity date of the Class A Notes, in which case the Class A Notes may be prepaid. There is no assurance that the market value of the Purchased Receivables will at any time be equal to or greater than the aggregate outstanding amount of the Notes then outstanding plus the accrued interest thereon. Moreover, in the event of the occurrence of an Compartment Liquidation Event and a sale of the assets of the Compartment by the Management Company (see "LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND REPURCHASE OF THE RECEIVABLES"), the Management Company, the Custodian, any relevant parties to the Transaction Documents and the Interest Rate Swap Counterparties will be entitled to receive the proceeds of any such sale to the extent of unpaid fees and expenses and other amounts owing to such parties prior to any distributions due to the holders of the Notes (including the Class A Notes), in accordance with the applicable Priority of Payments. Interest Shortfall In the event that any of the Notes are affected by a Notes Interest Shortfall, such amount will not bear interest. A Notes Interest Shortfall may occur on a Payment Date when, inter alia, the Available Distribution Amount, as applied in accordance with and subject to the relevant Priority of Payments, is not sufficient to pay the Class A Interest Amount or the Class B Interest Amount. No Liquidity on the Secondary Market Transfer Restrictions No assurance can be given as to the development of a secondary market for the Class A Notes (despite the fact that application has been made to list the Class A Notes on the Eurolist by Euronext (as operated by Euronext Paris)) or that, if a secondary market does develop, such market will continue for so long as the Class A Notes remain outstanding or will provide Class A Noteholders with sufficient liquidity. The absence or insufficiency of liquidity in the secondary market is likely to result in fluctuations of the market value of the Class A Notes. In addition, the market value of the Class A Notes may fluctuate with changes in prevailing rates of interest. Consequently, any sale of Class A Notes by Noteholders in any secondary market which may develop may be at a discount to the original purchase price of such Class A Notes. Furthermore, the Class A Notes are subject to certain selling and transfer restrictions, which may further limit their liquidity (see SUBSCRIPTION AND OFFERING OF THE CLASS A NOTES ). Rating of the Class A Notes The ratings assigned to the Class A Notes by the Rating Agencies reflect only the views of the Rating Agencies. The ratings address the likelihood of full and timely payment to the holders of Class A PAR3322943 67
Notes of all payments of interest on the Class A Notes and the full and timely payment of principal on the Class A Notes on a date that is not later than the Final Maturity Date. The ratings may not reflect the potential impact of all risks related to the transaction structure, the other risk factors discussed herein, or any other factors that may affect the value of the Class A Notes. There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by any of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. Future events, including events affecting the Seller or circumstances relating to the underlying Auto Lease Contracts, or the automobile industry generally, could also have an adverse impact on the ratings of the Class A Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Withholding Tax Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificative pour 2009) # 2009-1674 dated 30 December 2009 (the Law ), payments of interest and other income made by the FCT with respect to the Notes will not be subject to the withholding tax set out under article 125 A III of the Tax Code unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article 238-0 A of the Tax Code (a Non-Cooperative State ). If such payments under the Notes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable provisions of any applicable double tax treaty) pursuant to article 125 A III of the Tax Code. Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply if the FCT can prove that the principal purpose and effect of a particular issue of Notes was not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to a ruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, an issue of Notes will benefit from the Exception without the FCT having to provide any proof of the purpose and effects of such issue of Notes if such Notes are: (i) (ii) (iii) offered by means of a public offer within the meaning of article L.411-1 of the French Monetary and Financial Code or pursuant to an equivalent offer in a State or territory other than a Non-Cooperative State (for this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority); or admitted to trading on a French or foreign regulated market or a multilateral securities trading system provided that (a) such market or system is not located in a Non-Cooperative State, (b) the operation of such market is carried out by a market operator or an investment services provider or a similar foreign entity, and (c) such market operator, investment services provider or entity is not located in a Non-Cooperative State; or admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of article L.561-2 of the French Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes and, subject to their effective listing, the Exception will apply in respect of such Class A Notes. Consequently, under current law, all payments of principal or interest by the FCT in respect of the Class A Notes will be made free from any withholding or deduction for or on account of any tax imposed in France subject as provided in the Section entitled FRENCH TAXATION REGIME on page 160. However, there can be no assurance that the law or practice will not change. PAR3322943 68
In the event withholding taxes are imposed in respect of payments due to holders of Notes, neither the FCT nor the Paying Agent (in respect of the Class A Notes only) nor any other party to the Transaction Documents will be obliged to gross-up or otherwise compensate the holders of Notes for the lesser amounts the holders of Notes will receive as a result of the imposition of withholding taxes. EU Directive on the taxation of savings income Under the EC Council Directive 2003/48/EC on the taxation of savings income (the Savings Directive ), each Member State is required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). If, as a result of the implementation of the Savings Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the FCT nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Class A Note as a result of the imposition of such withholding tax. The FCT will ensure that it maintains a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive. Regulatory initiatives may result in increased regulatory capital requirements and/or decreased liquidity in respect of the Notes - Implementation of Basel II Risk-Weighted Asset Framework The original Basel Accord was agreed in 1988 by the Basel Committee on Banking Supervision (the "Committee"). The 1988 Accord, now referred to as Basel I, helped to strengthen the soundness and stability of the international banking system as a result of the higher capital ratios that it required. The Committee published the text of the new capital accord under the title: "Basel II; International Convergence on Capital Measurement and Capital Standards: a revised framework" (the "Framework") in June 2004. 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 2008. The Framework, as implemented, will affect risk weighting of the Notes for investors. Consequently, the Noteholders should consult their own advisers as to the consequences to and effect on them of the application of the Framework as implemented by their own regulator, to their holding of any Notes. The FCT is not responsible for informing the 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 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 2009. The European Commission also published in April 2008 a consultation paper on certain changes proposed to the CRD and it has also sought technical advice on its proposed changes from the Committee of European Banking Supervisors. On 9 March 2009 the EU's Economic and Financial Affairs Council (ECOFIN) endorsed the European Commission's final proposal for amendments to the CRD published in December 2008. The European Commission's final proposal contained the "skin in the game" proposals that (broadly) require originators/sponsors of securitisations to retain a 5% economic interest in those securitisations. The European Parliament has agreed to the amendments (including the 5% "skin in the game" retention PAR3322943 69
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 217-1 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 2014. article 122a restricts an EU regulated credit institution from investing in asset-backed securities unless the originator, sponsor or original lender in respect of the relevant securitisation has explicitly disclosed to the EU regulated credit institution that it will retain, on an ongoing basis, a net economic interest of not less than 5% in respect of certain specified credit risk tranches or asset exposures as contemplated by article 122a. article 122a also requires an EU regulated credit institution to be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, its note position and the underlying exposures and that procedures are established for such activities to be conducted on an on-going basis. Failure to comply with one or more of the requirements set out in article 122a will result in the imposition of a penal capital charge on the notes acquired by the relevant investor. Prospective noteholders should therefore make themselves aware of the requirements of article 122a, where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes. Each prospective investor is required to independently assess and determine the sufficiency of the information described in this Prospectus for the purposes of complying with article 122a and its own situation and obligations in this respect. There remains considerable uncertainty with respect to article 122a and it is not clear what will be required to demonstrate compliance to national regulators. Investors who are uncertain as to the requirements that will need to be complied with in order to avoid the additional regulatory charges for non compliance with article 122a should seek guidance from their regulator. Similar requirements to those set out in article 122a are expected to be implemented for other EU regulated investors (such as investment firms, insurance and reinsurance undertakings and certain hedge fund managers) in the future. Article 122a of the Capital Requirements Directive and any other changes to the regulation or regulatory treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, have a negative impact on the price and liquidity of the Notes in the secondary market. Eurosystem Eligibility The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Class A Notes are intended upon issue to be admitted to the operations of Euroclear France (acting as central depositary) and deposited with one of Euroclear Bank S.A./N.V. or Clearstream, Luxembourg, as common safekeeper but does not necessarily mean nor imply any guarantee that the Class A Notes will be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will, inter alia, depend upon satisfaction of the Eurosystem eligibility criteria. If the Class A Notes do not satisfy the criteria specified by the European Central Bank, there is a risk that the Class A Notes will not be eligible collateral for Eurosystem. Neither the FCT, the Management Company, the Custodian, the Compartment Account Bank, the Compartment Cash Manager, the Joint Lead Managers, the Joint Arrangers, the Paying Agent, the Data Protection Agent, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider, the Seller, the Servicer nor PAR3322943 70
any of their respective affiliates nor any other party gives any representation, warranty, confirmation or guarantee to any investor in the Class A Notes that the Class A Notes will, either upon issue, or at any or all times during their life, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem eligible collateral. Any potential investor in the Class A Notes should make their own conclusions and seek their own advice with respect to whether or not the Class A Notes constitute Eurosystem eligible collateral. Transparency Directive In December 2004, Directive 2004/109/EC (the "Transparency Directive") was formally adopted. The Transparency Directive relates to information about the issuers whose securities are admitted to trading on a regulated market in the European Union such as the Eurolist by Euronext. The Transparency Directive is required to be implemented in EU member states by 20 January 2007. Should the Transparency Directive impose requirements on the FCT which the Management Company determines to be unduly burdensome or not in the best interests of the Noteholders, the FCT may request the holders of Class A Notes to vote on a de-listing of the Class A Notes pursuant to the holders of Class A Notes consultation and voting rules set forth in the section Terms and Conditions of the Notes. If required by the the holders of Class A Notes, the FCT will use its best endeavours to obtain an alternative admission to listing, trading and/or quotation for the Class A Notes by another listing authority, exchange and/or system or market outside the European Union (or on an alternative non-regulated market in the European Union) and outside the United States, as the FCT may decide, so that the Transparency Directive would not apply to the FCT in any case. If such an alternative admission is not available to the FCT or is, in the FCT's reasonable opinion, unduly burdensome, an alternative admission may not be obtained. Although no assurance is made as to the liquidity of the Class A Notes as a result of the listing on the Eurolist by Euronext, de-listing the Class A Notes from such regulated market may have a material effect on the ability to resell the Class A Notes in the secondary market. Liability under the Notes Direct Exercise of Rights The Notes are the obligations of the FCT in respect of the Compartment only and will not be the obligations of, or guaranteed by, any other entity. In particular, the Notes will not be the obligations of, or guaranteed by, the Management Company, the Custodian, the Seller, the Servicer, the Compartment Account Bank, the Specially Dedicated Account Bank, the Paying Agent, the Data Protection Agent, the Joint Arrangers, the Joint Lead Managers, the Interest Rate Swap Counterparties, the Junior Swap Provider or any of their respective affiliates and/or employees or agents and none of such persons accepts any liability whatsoever in respect of any failure by the FCT to make payment of any amount due under the Notes. Notwithstanding the rights of the Class A Noteholders Representative and the Class B 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 and the General Meeting of the Class B Noteholders, only the Management Company may enforce the rights of the FCT against third parties. The Management Company is required under French law to represent the FCT and to further represent and act in the best interests of the Noteholders and the Residual Unitholders. The Management Company has the exclusive right to exercise contractual rights against the parties which have entered into agreements with the FCT, including the Seller and the Servicer. The Noteholders and the Residual Unitholders will not have the right to exercise any such rights directly. The risks described above are the principal risks inherent in the transaction for the Noteholders or the Residual Unitholders, but the inability of the Compartment to pay interest, principal or other amounts on or in connection with the Notes and the Residual Units may occur for other reasons and the Management Company and the Custodian do not represent that the above statements regarding the risks of holding the Notes or the Residual Units are exhaustive. Although the various structural elements described in this Prospectus aim at lessening some of these risks for Noteholders or Residual Unitholders, there can be no assurance that these measures will be sufficient to ensure payment, on a timely basis or at all, to Noteholders or to Residual Unitholders of interest, principal or any other amounts on or in connection with the Notes or the Residual Units. PAR3322943 71
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OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS General The rights of the Noteholders and of the Residual Unitholders to receive payments of principal and interest on the Notes or the Residual Units, as applicable, will be determined in accordance with the relevant period of the Compartment (as described below). The relevant periods are the Revolving Period, the Amortisation Period, and, in certain circumstances, the Accelerated Amortisation Period. Following the occurrence of an Accelerated Amortisation Event during the Revolving Period or the Amortisation Period, the Accelerated Amortisation Period will be triggered irrevocably. Periods of the Compartment Revolving Period General The structure of the Compartment provides, as of the Closing Date, that during the Revolving Period the Seller will be entitled to assign new Receivables to the FCT, in accordance with the provisions of the Master Purchase Agreement and the Compartment Regulations. The Receivables assigned to the FCT by the Seller during the Revolving Period will be exclusively allocated to the Compartment by the Management Company. Operation Expected Duration of the Revolving Period The Revolving Period is the period beginning on the Closing Date and ending on (and including) the Payment Date falling thirty (30) months after the Closing Date, provided that no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event has occurred. Operation of the Compartment during the Revolving Period During the Revolving Period, the Compartment operates as follows: (a) (b) (c) on each Subsequent Selection Date, the Seller shall select Additional Receivables which comply with the Eligibility Criteria and which ensure that the Global Portfolio Limits will be complied with on the immediately following Subsequent Purchase Date; on each Subsequent Purchase Date, the Compartment may purchase from the Seller Additional Receivables which comply with the Eligibility Criteria and which ensure that the Global Portfolio Limits will be complied with on that Subsequent Purchase Date, in accordance with and subject to the terms and conditions of the Master Purchase Agreement and the applicable Priority of Payments (see Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Assignment on any Subsequent Purchase Date ); on each Payment Date, according to the applicable Priority of Payments (except following the occurrence of a Partial Early Amortisation Event), the Noteholders shall only be entitled to receive payments of interest, provided that in the event that the Available Distribution Amount is insufficient: (i) to pay in full the Class A Interest Amounts and the Class B Interest Amounts due on the relevant Payment Date, the Class A Interest Amounts will be paid in priority to the Class B Interest Amounts; PAR3322943 73
(ii) (iii) to pay in full the Class A Interest Amounts due on the relevant Payment Date, such Class A Interest Amounts will be paid to the Class A Noteholders on a basis pro rata and pari passu with the payment of fees due to the Paying Agent; and to pay in full the Class B Interest Amounts due on the relevant Payment Date, such Class B Interest Amounts will be paid to the Class B Noteholders on a basis pro rata and pari passu, and the Management Company shall calculate, if any, the Class A Notes Interest Shortfall and/or the Class B Interest Shortfall. Any Class A Notes Interest Shortfall or, as the case may be, Class B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the next Payment Dates to the extent of the Available Distribution Amount and subject to the relevant Priority of Payments, provided that neither the Class A Notes Interest Shortfall nor the Class B Notes Interest Shortfall will bear interest; (d) (e) (f) before any Subsequent Purchase Date, the Management Company will instruct the Custodian and the Compartment Account Bank, as necessary, to pay to the Seller the aggregate of the Principal Component Purchase Price of the Series of Receivables to be transferred by the Seller to the FCT on such Subsequent Purchase Date, by debiting the Principal Account on the relevant Payment Date, provided that the aggregate of all such Principal Component Purchase Prices shall not exceed, in any event, the Available Purchase Amount, as calculated by the Management Company in respect of such Subsequent Purchase Date on the basis of the information provided to it no later than two (2) Business Days before the Subsequent Purchase Date; on any Subsequent Purchase Date, the Management Company will allocate exclusively to the Compartment the Additional Receivables purchased from the Seller on that date; on each Payment Date, the Management Company will instruct the Compartment Account Bank, under supervision of the Custodian, to pay directly to Crédipar: (i) (ii) (iii) all amounts of interest received from the investment of the General Reserve Fund standing to the credit of the General Reserve Account; all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account; and all amounts of interest received from the investment of the Performance Reserve Fund standing to the credit of the Performance Reserve Account; (g) (h) (i) (j) (k) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the relevant services providers the Compartment Expenses due and payable on such date; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Interest Rate Swap Counterparties the relevant amounts due under the relevant Interest Rate Swap Agreement; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Junior Swap Provider the relevant amounts due under the relevant Junior Swap Agreement; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall transfer to the credit of the Principal Account, an amount equal to the Principal Deficiency Amount as calculated by it in respect of such Payment Date; on the Payment Date following the occurrence of a Partial Early Amortisation Event, the Management Company shall pay to the Noteholders on a pro rata and pari passu basis the Partial Early Amortisation Amount; PAR3322943 74
(l) (m) on each Payment Date, the Residual Units will only receive payments of interest according to the Interest Priority of Payments; and upon the occurrence of an Amortisation Event or an Accelerated Amortisation Event, the Revolving Period shall automatically terminate and the Compartment shall enter into the Amortisation Period or the Accelerated Amortisation Period, as the case may be. Conditions Precedent to the purchase of Additional Receivables According to the provisions of article L. 214-43 of the French Monetary and Financial Code and of the Compartment Regulations, the FCT is entitled to purchase Series of Receivables which comply with the Eligibility Criteria from the Seller after the First Purchase Date for their exclusive allocation to the Compartment by the Management Company. The Series of Receivables which meet the Eligibility Criteria will be extracted, during the Revolving Period, from the existing portfolio of the Seller as of the First Purchase Date and/or from portfolios of eligible Series of Receivables originated by the Seller after that First Purchase Date. Consequently, the FCT has agreed to purchase from the Seller additional Series of Receivables which must comply with the Eligibility Criteria, pursuant to the terms and conditions set out below. In this respect, the Management Company will verify that the following conditions precedent to the purchase of Additional Receivables are or will be satisfied on each Subsequent Purchase Date: (a) (b) (c) (d) (e) (f) (g) (h) (i) no Amortisation Event has occurred or will occur on such Subsequent Purchase Date; no Accelerated Amortisation Event has occurred or will occur on such Subsequent Purchase Date; no Compartment Liquidation Event has occurred or will occur on such Subsequent Purchase Date; the Seller has duly performed all its obligations towards the FCT under the Transaction Documents and complies with its representations and warranties expressed to be made or repeated thereunder; the servicing of the Purchased Receivables has not been transferred to any other entity pursuant to the applicable provisions of the Master Servicing Agreement; the Servicer has duly made available to the Management Company the Monthly Servicer Report to be produced by it, in accordance with the provisions of the Master Servicing Agreement, on the relevant Information Date; no material adverse change in the business of the Seller has occurred which, in the reasonable opinion of the Management Company, might prevent the Seller from performing its obligations under the Master Purchase Agreement or the Master Servicing Agreement, provided, however, that the Management Company, the Seller and the Servicer have agreed that any merger, demerger, contribution in part or in whole of assets or in any other way between the Seller and any entity within the PSA Group including any change into another corporate form or branch, will not constitute a circumstance which may impair the purchase of eligible Series of Receivables from the newly established entity, to the extent that all the other conditions precedent referred to in this section have been fulfilled; the purchase from the Seller by the FCT of Receivables which comply with the Eligibility Criteria after the First Purchase Date for exclusive allocation by the Management Company to the Compartment will not lead, in the reasonable opinion of the Management Company, to the placement on negative outlook or as the case may be on rating watch negative or review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes; on the relevant Settlement Date, (i) the Seller has credited the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount and (ii) the Servicer has credited the Commingling Reserve Account with such amount as may be necessary for the credit standing thereto to be at least equal to the then applicable Commingling Reserve Required Amount towards the FCT under the Master Servicing Agreement; PAR3322943 75
(j) (k) (l) the Servicer has duly performed all its obligations towards the FCT under the Master Servicing Agreement (other than the obligation referred to in paragraph (f) and (i) above) or, in the case of a breach of any such obligations, such breach has been remedied within five (5) Business Days following the relevant Information Date and complies with its representations and warranties expressed to be made or repeated on each Subsequent Purchase Date; the Seller has represented and warranted to the Management Company, acting in its name on behalf of the Compartment, that each of the Receivables satisfies the Eligibility Criteria as of the relevant Purchase Date; and immediately following the purchase of the Additional Receivables by the FCT on that Subsequent Date, each Global Portfolio Limit (taking into account any such Additional Receivables) shall be complied with. Methods of Purchase of Additional Receivables The procedure for the purchase of Additional Receivables from the Seller after the First Purchase Date for exclusive allocation to the Compartment during the Revolving Period, is as follows: 1. no later than two (2) Business Days prior to each Subsequent Purchase Date, the Management Company will notify the Seller of the Available Purchase Amount on the relevant Purchase Date, provided that the total Purchase Price of the Series of Receivables which may be purchased from the Seller in aggregate on any Subsequent Purchase Date shall not be higher than the Available Purchase Amount notified to it by the Management Company; 2. on the Subsequent Selection Date, the Seller will send to the Management Company a Purchase Offer including Series of Receivables randomly selected on such Subsequent Selection Date within the series of receivables which comply with the Eligibility Criteria and a Purchase Price which shall not be higher than the Available Purchase Amount; 3. the Management Company will carry out consistency tests on the information provided to it by the Seller and will verify the compliance of certain of the Series of Receivables which are offered for purchase at the relevant Subsequent Purchase Date comply with the applicable Eligibility Criteria as at such Subsequent Purchase Date, provided that the responsibility for the non-compliance of the Series of Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the Management Company shall under no circumstance be liable therefor); 4. on receipt of the Transfer Document by the Management Company, which Transfer Document has to be delivered by the Seller on the relevant Subsequent Purchase Date, the Management Company shall indicate its reasonable intention or reasonable refusal to purchase the Series of Receivables stated in the Transfer Document and accept the Purchase Offer by signing the Transfer Document. The Management Company will provide the Seller with a certified copy of the duly signed Transfer Document and deliver the original to the Custodian; and 5. the Management Company will give the necessary instructions to the Custodian and the Compartment Account Bank to ensure that in respect of each Series of Receivables the Principal Component Purchase Price will be debited from the Principal Account on the relevant Payment Date and the Interest Component Purchase Price will be debited from the Interest Account on the second Payment Date falling after such Subsequent Purchase Date in accordance with the applicable Priority of Payments. Suspension of Purchases of Additional Receivables The purchase of Additional Receivables will be suspended on any Subsequent Purchase Date to the extent that none of the series of receivables originated by the Seller satisfies, temporarily or partially, the Eligibility Criteria applicable to the Series of Receivables or to the extent that the conditions precedent to purchase are not fulfilled. Consequently, the amounts otherwise allocated by the Management Company to the payment of the Purchase Price of such Series of Receivables will be retained by the FCT in the Principal PAR3322943 76
Account for the purpose of subsequent purchases save to the extent that such a suspension becomes definitive due to a Purchase Shortfall, thereby triggering an Amortisation Event. Partial Early Amortisation Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on four (4) successive Purchase Dates, the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contracts the related Series of Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on the immediately following Payment Date, the Class A Notes and the Class B Notes will be subject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period. On that Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes and the Class B Notes, on a pari passu and pro rata basis the Principal Amount Outstanding of the Class A Notes and of the Class B Notes. For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes and of the Class B Notes shall continue to be used as a basis for the purpose of determining whether a Purchase Shortfall has occurred. Amortisation Period Expected Duration of the Amortisation Period Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, the Amortisation Period will be the period beginning on the Payment Date falling in February 2015 (included) and ending on the earlier of the date when the Principal Amount Outstanding of the Notes of all classes are equal to zero and the Final Legal Maturity Date. Amortisation Event The occurrence of any of the following events during the Revolving Period shall constitute an Amortisation Event : (a) (b) (c) (d) (e) (f) a Purchase Shortfall occurs; or the Average Delinquency Ratio is in excess of 3.5%; or at the close of a given Payment Date during the Revolving Period, the Global Portfolio Limits are not complied with; or Banque PSA Finance (i) becomes insolvent, is subject to one of the proceedings set out in book VI of the Commercial Code, (ii) has its credit institution license withdrawn or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk; or on any Settlement Date, the Seller has failed to credit the Performance Reserve Account with the applicable Performance Reserve Cash Deposit Additional Amount and has not remedied such default within five (5) Business Days; or the Seller has breached any of its material obligations under the Data Protection Agreement; or PAR3322943 77
(g) (h) (i) (j) (k) (l) the credit rating of any Interest Rate Swap Counterparty is downgraded to below the relevant Swap Counterparty Required Ratings and such Interest Rate Swap Counterparty is not replaced or guaranteed by a third party with the Swap Counterparty Required Ratings or fails to provide collateral in accordance with the provisions of the relevant Interest Rate Swap Agreement; or a Servicer Termination Event occurs; or a Principal Deficiency Shortfall occurs; or the termination of any Back-to-Back Swap Agreement where Banque PSA Finance is the defaulting party or the sole affected party; or the Seller has breached any of the Seller Performance Undertakings; or on any Payment Date, the Seller has failed to credit the General Reserve Account with the applicable General Reserve Required Amount in accordance with the relevant Priority of Payment. Operation of the Compartment during the Amortisation Period During the Amortisation Period, the Compartment shall operate as follows: (a) (b) pursuant to the provisions of the Master Purchase Agreement and the Compartment Regulations, the Management Company will no longer be entitled to purchase any Additional Receivables from the Seller; on each Payment Date, subject to the applicable Priority of Payments, the Noteholders shall receive Class A Interest Amounts and Class B Interest Amounts, respectively as calculated by the Management Company (see Section TERMS AND CONDITIONS OF THE NOTES Interest ), provided that in the event that the Available Distribution Amount is insufficient: (i) (ii) (iii) to pay in full the Class A Interest Amounts and the Class B Interest Amounts due on such Payment Date, the Class A Interest Amounts will be paid in priority to the Class B Interest Amounts; to pay the whole of the Class A Interest Amounts due on such Payment Date, such Class A Interest Amounts will be paid to the Class A Noteholders on a pro rata and pari passu basis with the payment of the fees due to the Paying Agent; and to pay the whole of the Class B Interest Amounts due on such Payment Date, such Class B Interest Amounts will be paid to the Class B Noteholders on a pro rata and pari passu basis, and the Management Company will calculate, if any, the Class A Notes Interest Shortfall and/or the Class B Notes Interest Shortfall. The Class A Notes Interest Shortfall and/or, as the case may be, the Class B Notes Interest Shortfall will be paid to the Noteholders of the relevant class of Notes on the next Payment Dates to the extent of the Available Distribution Amount, provided that: (i) (ii) in accordance with the Interest Priority of Payments, any Class A Notes Interest Shortfall will be paid in priority to any Class B Notes Interest Shortfall; and neither the Class A Notes Interest Shortfall nor the Class B Notes Interest Shortfall bears interest; (c) on each Payment Date occurring during the Amortisation Period, according to the Principal Priority of Payments, the Noteholders will receive payment of the Class A Principal Payments and the Class B Principal Payments, respectively, provided that the Class A Principal Payments will be paid in priority to any Class B Principal Payments (to the extent of the Available Distribution Amount, as calculated by the Management Company) (see Section TERMS AND CONDITIONS OF THE NOTES ); PAR3322943 78
(d) on each Payment Date, the Management Company will instruct the Compartment Account Bank, under the supervision of the Custodian, to pay directly to Crédipar: (i) (ii) (iii) all amounts of interest received from the investment of the General Reserve Fund standing to the credit of the General Reserve Account; all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account; and all amounts of interest received from the investment of the Performance Reserve Fund standing to the credit of the Performance Reserve Account; (e) (f) (g) (h) (i) (j) (k) (l) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the relevant services providers the Compartment Expenses due and payable on such date; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Interest Rate Swap Counterparties the relevant amounts due under the relevant Interest Rate Swap Agreement; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Junior Swap Provider the relevant amounts due under the relevant Junior Swap Agreement; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall transfer to the credit of the Principal Account, an amount equal to the Principal Deficiency Amount as calculated by it in respect of such Payment Date; on each Payment Date, the Management Company shall repay to the Seller any amount by which the General Reserve Fund exceeds the then applicable General Reserve Required Amount, in accordance with the Interest Priority of Payments; on each Payment Date, the Management Company shall repay to the Servicer any amount by which the Commingling Reserve Fund exceeds the then applicable Commingling Reserve Fund Required Amount, outside any Priority of Payments; on each Payment Date, the Residual Units shall only receive payments of interest in accordance with the Interest Priority of Payments and, on the Compartment Liquidation Date, an amount equal to the Liquidation Surplus as final payment in principal and interest in accordance with the Principal Priority of Payments; and by way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments) and no payments shall be made under the Principal Priority of Payments. Accelerated Amortisation Period General Subject to no Compartment Liquidation Event having occurred, the Accelerated Amortisation Period is the period beginning on the first Payment Date falling on or after the date on which an Accelerated Amortisation Event occurs and ending, at the latest, on the Final Legal Maturity Date. Accelerated Amortisation Event If: PAR3322943 79
(i) (ii) (iii) (iv) any Class A Interest Amount remains unpaid for five (5) Business Days following the relevant Payment Date; or the Servicer fails to provide the Management Company with its Monthly Servicer Report on the Information Date immediately following a Reduced Payment Date; or the Principal Deficiency Amount is higher than 50% of the Principal Amount Outstanding of the Class B Notes; or Crédipar (a) becomes insolvent, is subject to one of the proceedings set out in book VI of the French Commercial Code, (b) has its credit institution licence withdrawn or (c) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk, this shall constitute an Accelerated Amortisation Event. Operation of the Compartment during the Accelerated Amortisation Period Upon the occurrence of an Accelerated Amortisation Event, the Revolving Period or, as the case may be, the Amortisation Period, will automatically terminate and the Accelerated Amortisation Period will commence. During the Accelerated Amortisation Period, the Compartment will operate as follows: (a) (b) following the occurrence of an Accelerated Amortisation Event during the Revolving Period, the Management Company will cease to be entitled to purchase Additional Receivables from the Seller; on each Payment Date, the Class A Noteholders and the Class B Noteholders will receive, according to the Accelerated Priority of Payments, payments of Class A Interest Amounts, of the Principal Amount Outstanding of the Class A Notes, of the Class B Interest Amounts and of the Principal Amount Outstanding of the Class B Notes, respectively as calculated by the Management Company (see Section TERMS AND CONDITIONS OF THE NOTES Interest and Redemption ), provided that: (i) (ii) (iii) no payment of principal in respect of the Class B Notes shall take place before the redemption in full of the Class A Notes; payments of interest in respect of the Class B Notes shall be subordinated to payments of principal in respect of the Class A Notes; in the event that the Available Distribution Amount is insufficient: (A) (B) (C) (D) to pay in full the Class A Interest Amounts due on any Payment Date, such Class A Interest Amounts are paid to the Class A Noteholders on a pro rata and pari passu basis with the payment of the fees due to the Paying Agent; to pay in full the Principal Amount Outstanding of the Class A Notes on any Payment Date, any principal payable to the Class A Noteholders is paid to the Class A Noteholders on a pro rata and pari passu basis; to pay in full the Class B Interest Amounts due on any Payment Date, such Class B Interest Amounts are paid to the Class B Noteholders on a pro rata and pari passu basis ; to pay in full the Principal Amount Outstanding of the Class B Notes at any Payment Date, any principal payable to the Class B Noteholders is paid to the Class B Noteholders on a pro rata and pari passu basis; (c) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the relevant services providers the Compartment Expenses due and payable on such date; PAR3322943 80
(d) (e) (f) (g) on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Interest Rate Swap Counterparties the relevant amounts due under the relevant Interest Rate Swap Agreement; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall pay to the Junior Swap Provider the relevant amounts due under the relevant Junior Swap Agreement; on each Payment Date, according to the applicable Priority of Payments, the Management Company shall transfer to the credit of the Principal Account, an amount equal to the Principal Deficiency Amount as calculated by it in respect of such Payment Date; and on the Compartment Liquidation Date, the Management Company shall pay to the holder of the Residual Units an amount equal to the Liquidation Surplus as final payment in principal and interest. Calculations of Available Collections Pursuant to the Master Servicing Agreement, the Servicer has undertaken to transfer to the General Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account. During the Revolving Period, no later than two (2) Business Days prior to each Subsequent Purchase Date, the Management Company will calculate the Available Collections in respect of the Collection Period immediately preceding such Subsequent Purchase Date and the Available Purchase Amount, on the basis of the information contained in the Monthly Servicer Report provided to the Management Company on the relevant Information Date. During the Amortisation Period, the Management Company will calculate the Available Collections in respect of the Collection Period immediately preceding the Calculation Date, on the basis of the information contained in the Monthly Servicer Report provided to the Management Company on the relevant Information Date. On each Calculation Date during the Revolving Period and the Amortisation Period and in respect of each Collection Period, the Management Company will determine the Available Interest Amount standing to the credit of the Interest Account and the Available Principal Amount standing to the credit of the Principal Account. Allocation of Available Collections in respect of each Collection Period Allocation to the Principal Account Pursuant to the Compartment Regulations, the Management Company will give the relevant instructions to the Custodian and the Compartment Account Bank to ensure that the Principal Account is credited with the Available Principal Collections by debiting the General Collection Account with such amount on each Settlement Date in the Revolving Period or the Amortisation Period. Allocation to the Interest Account After the payment of all the amounts set out in Allocation to the Principal Account above, the Management Company will give the relevant instructions to the Custodian and the Compartment Account Bank to ensure that the remaining amount relating to the Available Collections standing to the credit of the General Collection Account is credited to the Interest Account on each Settlement Date in the Revolving Period or the Amortisation Period. PAR3322943 81
Accelerated Amortisation Period Following the occurrence of an Accelerated Amortisation Event or a Compartment Liquidation Event, the Available Collections are no longer credited to the Principal Account and the Interest Account in the manner specified above but applied in accordance with the Accelerated Priority of Payments. Instructions of the Management Company In order to ensure that all the allocations, distributions and payments are made in a timely manner in accordance with the Priority of Payments during the Revolving Period, the Amortisation Period and, as the case may be, the Accelerated Amortisation Period, the Management Company will give the relevant instructions to the Custodian, the Compartment Account Bank, the Servicer, the Compartment Cash Manager, the Specially Dedicated Account Bank, the Interest Rate Swap Counterparties, the Junior Swap Provider and the Paying Agent. Compartment Accounts These allocations shall be made only by the Management Company, the Custodian and the Compartment Account Bank provided that no amount will be withdrawn from a Compartment Account if the relevant Compartment Account would have a debit balance as a result thereof (see Section DESCRIPTION OF THE COMPARTMENT ACCOUNTS ). Reduced Payment Date Notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account and the General Reserve Account only will be applied in the payment of items (a), (b) and (c) of the Interest Priority of Payments (to the exclusion of any other payments) and no payments shall be made under the Principal Priority of Payments. Information Pursuant to the terms of the Master Servicing Agreement, the Servicer has agreed to provide the Management Company with certain information relating to rental payments, purchase option payments and any other payments received on the Purchased Receivables. In that respect, the Servicer will provide the Management Company with the Monthly Servicer Report on each Information Date. On the basis of the information contained in the Monthly Servicer Report, the Management Company will determine whether a Partial Early Amortisation Event, an Amortisation Event or an Accelerated Amortisation Event has occurred. During the Revolving Period and the Amortisation Period, any Available Collection in relation to which the Management Company has not received confirmation from the Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they constitute or not Available Principal Collections shall be kept to the credit of the General Collection Account on the relevant Payment Date notwithstanding any provision to the contrary in the Transaction Documents. Calculations and Determinations Duties of the Management Company Pursuant to the Compartment Regulations and with respect to the relevant Priority of Payments, it is the responsibility of the Management Company (i) to calculate, amongst other things, on each Determination Date, the relevant Rate of Interest applicable to the relevant Interest Period, the Class A Interest Amounts and the Class B Interest Amounts due in respect of each Interest Period, (ii) to calculate, in due course prior to each Payment Date, the Principal Deficiency Amount with respect to such Payment Date, (iii) to calculate the Principal Amount Outstanding of each Note, and (iv) to give the necessary instructions for the applicable transfers and allocations of payments in respect of any Payment Date. PAR3322943 82
It is the responsibility of the Management Company to ensure that payments will be made in accordance with the relevant Priority of Payments as set out in the provisions of this section. Distributions Prior to each Payment Date, the Management Company will make the relevant calculations and determinations required in relation to the applicable Priority of Payments. On each Payment Date during the Revolving Period and the Amortisation Period, the Available Interest Amount and the Available Principal Amount will be applied in making the payments referred to in the Interest Priority of Payments and in the Principal Priority of Payments described below. The payments referred to in the Interest Priority of Payments will be made prior to the payments referred to in the Principal Priority of Payments. On each Payment Date during the Accelerated Amortisation Period, all monies standing to the credit of the General Collection Account together with any residual monies standing to the credit of the Principal Account and the Interest Account, will be applied in accordance with the Accelerated Priority of Payments. Priority of Payments during the Revolving Period and the Amortisation Period Interest Priority of Payments During the Revolving Period and the Amortisation Period, the Available Interest Amount standing to the credit of the Interest Account will be applied on each Payment Date by the Management Company towards the following priority of payments but only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full: (a) (b) (c) (d) (e) (f) payment on a pro rata basis of the Compartment Expenses (save for the remuneration payable to the Paying Agent) and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of any Net Senior Swap Amounts and of any Senior Swap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if any)) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may be, in priority to such payment, payment on a pro rata and pari passu basis of Net Senior Swap Amount Arrears and Senior Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date together with the remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; transfer to the credit of the General Reserve Account of an amount equal to the General Reserve Required Amount, by debiting such General Reserve Required Amount from the Interest Account; transfer to the credit of the Principal Account of an amount equal to the Principal Deficiency Amount as calculated by the Management Company in respect of such Payment Date; payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case may be, in priority to such payment, payment of any Senior Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; PAR3322943 83
(g) (h) (i) (j) (k) payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; if on such Payment Date the General Reserve Required Amount is lower than the General Reserve Required Amount on the previous Payment Date, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to the Seller as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the General Reserve Required Amount applicable on the previous Payment Date over (y) the current General Reserve Required Amount; (x) in respect of the first Payment Date only, payment to the Seller of the Interest Component Purchase Price of the Purchased Receivables purchased on the First Purchase Date and (y) in respect of the subsequent Payment Dates, payment to the Seller of the Interest Component Purchase Price of the Purchased Receivables purchased on the penultimate Purchase Date prior to such Payment Date and, in priority thereto, payment to the Seller of the Interest Component Purchase Price or portion of Interest Component Purchase Price of any Purchased Receivables purchased on any previous Purchase Dates remaining unpaid on such Payment Date; and payment of the remaining credit balance of the Interest Account as interest to the holders of the Residual Units. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account will only be applied in the payment of items (a), (b) and (c) of the above Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. Principal Priority of Payments During the Revolving Period and the Amortisation Period, the Available Principal Amount standing to the credit of the Principal Account (together with the amounts credited by debiting the Interest Account, with respect to any Principal Deficiency Amount) will be applied on each Payment Date by the Management Company towards the following priority of payments but only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full: (a) (b) (c) during the Amortisation Period (only), payment in the order of priority there stated of the amounts referred to in paragraphs (a), (b) and (c) (inclusive) of the Interest Priority of Payments, but only to the extent not paid in full thereunder after application of Available Interest Amount in accordance with the Interest Priority of Payments; during the Revolving Period (only), payment of the Principal Component Purchase Price of each Series of Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Payment Date to the Seller, to the extent where that Principal Component Purchase Price has not been set-off with Non-Conformity Rescission Amounts (if any); during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata basis of the Class A Principal Payments due to the Class A Noteholders; PAR3322943 84
(d) (e) during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata basis of the Class B Principal Payments due to the Class B Noteholders; and payment of the Liquidation Surplus to the holders of the Residual Units on the Compartment Liquidation Date, as final payment in principal and interest. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, no payment shall be made under the above Principal Priority of Payments and items otherwise due and payable on that Payment Date shall be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. Priority of Payments during the Accelerated Amortisation Period On any Payment Date following the occurrence of an Accelerated Amortisation Event and on the Compartment Liquidation Date, all amounts standing to the credit of the General Collection Account, together with all monies standing to the credit of the Principal Account and the Interest Account (if any), will be applied in the following priority of payments: (a) (b) (c) (d) (e) (f) (g) (h) payment on a pro rata basis of the Compartment Expenses and, in priority to such payment, payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of any Net Senior Swap Amounts and of any Senior Swap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if any)) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may be, in priority to such payment, payment on a pro rata and pari passu basis of Net Senior Swap Amount Arrears and Senior Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date together with the remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; transfer to the credit of the General Reserve Account of an amount equal to the General Reserve Required Amount, by debiting such General Reserve Required Amount from the General Collection Account; redemption in full of the Class A Notes (on a pro rata basis); payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case may be, in priority to such payment, payment of any Senior Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment on a pro rata and pari passu basis of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of the Class B Notes and, in priority to such payment, payment of any Class B Interest Amounts Shortfall PAR3322943 85
calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; (i) (j) (k) (l) redemption in full of the Class B Notes (on a pro rata basis); subject to the full redemption of the Notes of each class, repayment to the Seller of an amount equal to the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date; payment of any Interest Component Purchase Price remaining unpaid to the Seller; on the Compartment Liquidation Date, in payment to the holder of the Residual Units of an amount equal to the Liquidation Surplus as final payment in principal and interest. Principal Deficiency Amount Under the Compartment Regulations, the Management Company in respect of each Payment Date shall calculate on each Calculation Date, the Principal Deficiency Amount. An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the Interest Account to the Principal Account on each Payment Date during the Revolving Period and the Amortisation Period in accordance with and subject to the Interest Priority of Payments. Use of replacement swap premium (soulte) In the event that an Interest Rate Swap Counterparty is replaced by a new eligible swap counterparty, any replacement swap premium (soulte) paid by such replacement swap counterparty to the FCT shall be used by the Management Company for the purpose of paying any termination amounts payable by the FCT to that Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreements, outside any Priority of Payments, and, once any such termination amounts have been discharged in full, the excess if any, of that replacement swap premium (soulte) over those termination amounts shall be included in the Available Interest Amount and applied in accordance with the applicable Priority of Payments. PAR3322943 86
DESCRIPTION OF THE NOTES AND THE RESIDUAL UNITS General Transferable Securities and Financial Instruments The Notes and the Residual Units are transferable securities (valeurs mobilières) within the meaning of article L. 211-2 of the French Monetary and Financial Code. The Notes and the Residual Units are financial instruments (instruments financiers) within the meaning of article L. 211-1 of the French Monetary and Financial Code. The Notes are bonds (obligations) within the meaning of article L. 213-5 of the French Monetary and Financial Code. Book-Entry Securities and Registration In accordance with the provisions of article L. 211-4 of the French Monetary and Financial Code. The Notes and the Units are issued in book entry form (dématérialisées). No physical documents of title will be issued in respect of the Notes or the Units. The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting 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. ). Transfer The Class B Notes and the Residual Units will not be cleared. Title to the Class A Notes passes upon the credit of those Class A Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of Class A Notes in registered form shall become effective in respect of the FCT and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. Title to the Class B Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effected through registration of the transfer in such register. Regulatory Capital Treatment of the Class A Notes For Noteholders that are credit institutions subject to French law and holding Class A Notes which are not held in its trading book, the weighting applicable to the Class A Notes for the purposes of the calculation of the capital adequacy ratio shall comply with the regulations of the Regulatory Banking and Finance Committee (Comité de la réglementation bancaire et financière) (now the Autorité de Contrôle Prudentiel) No. 91-05 dated 15 February 1991 (as amended) and of the Order of the Minister of the Economy, finance and industry dated 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order ). Such regulations may be modified by any statutory or regulatory amendments or any modification in their applicability made by the relevant supervisory authorities occurring after the publication of this Prospectus. All subscribers or prospective purchasers of Class A Notes are responsible for obtaining information on the accounting and regulatory capital consequences of such subscription or purchase, and of the holding and the transfer of Class A Notes under French law or under any other legal framework which may apply (see Section SUBSCRIPTION AND SALE ). PAR3322943 87
Without limiting the generality of the foregoing, Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar, in its capacity as subscriber of the Residual Units, shall on a consolidated basis, retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Prospectus such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(a)(iv) of the 2007 Order), by the holding all the Class B Notes and all of the Residual Units issued by the FCT in relation with the Compartment. In each of the Class A Notes Subscription Agreement and Class B Notes and Residual Units Subscription Agreement, Banque PSA Finance and Crédipar has: (a) (b) (c) adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this 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 Joint Lead Managers and the FCT that it shall at all times retain the ownership of the Class B Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the Joint Lead Managers and the FCT to procure that Banque PSA Finance complies with such undertaking. An overview of the retention of the material net economic interest by Banque PSA Finance and Crédipar in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Sub-Section CALCULATIONS AND DETERMINATIONS DUTIES OF THE MANAGEMENT COMPANY ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation and obligations in this respect. Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in this paragraph. Issue and Listing In accordance with the General Regulations and the Compartment Regulations, on the Closing Date, the FCT will issue one class of senior notes consisting of: the Class A Notes which will be listed on the Paris Stock Exchange (Eurolist by Euronext Paris). At the same time as the issuance of the Class A Notes, the FCT will also issue the Class B Notes and the Residual Units. The estimate of the total expenses related to admission to trading of the Class A Notes on the Paris Stock Exchange is equal to 10,000 (taxes excluded). Such expenses will be paid by Crédipar. The Class B Notes and the Residual Units will not be listed. PAR3322943 88
Placement and subscription The Class A Notes must be sold in accordance with and subject to the transfer restrictions set out in the Section SUBSCRIPTION AND SALE on pages 192 et seq. of this Prospectus and any other applicable laws and regulations. The Class B Notes and the Residual Units will be respectively subscribed by Banque PSA Finance and the Seller. In accordance with the provisions of article L. 214-44 of the French Monetary and Financial Code, the Notes and the Residual Units issued by the FCT in relation to the Compartment may not be sold by way of brokerage (démarchage). Paying Agency Agreement According to the provisions of the Paying Agency Agreement, provision is made for, amongst other things, the payment of principal and interest in respect of the Class A Notes by the Paying Agent. Rating Class A Notes It is a condition precedent to the issue of the Class A Notes that the Class A Notes be assigned, on issue, a rating of AAAsf by Fitch and a rating of AAA(sf) by S&P. Rating Procedure The principles governing the rating procedure of the Notes are defined in Appendix III of this Prospectus. Documents in relation to the assessment of the Receivables and the Class A Notes as required by article L. 214-44 of the French Monetary and Financial Code issued by Fitch and S&P respectively are attached in Appendix IV and V of this Prospectus respectively. Class B Notes and Residual Units The Class B Notes and the Residual Units and will be unrated. PAR3322943 89
WEIGHTED AVERAGE LIFE OF THE CLASS A NOTES General The yields to maturity of the Class A Notes of each class will be inter alia affected by the amount and timing of delinquencies and possible defaults on the Purchased Receivables, the characteristics of the Purchased Receivables transferred on the Closing Date and of the Additional Receivables transferred during the Revolving Period, the level of the relevant EURIBOR Reference Rate from time to time and the Prepayments. The same factors will affect the ability of the FCT to redeem in full the Notes on the Final Legal Maturity Date. The amounts of principal available to redeem the Class A Notes of each class are affected by the Available Distribution Amount applied to redeem such Class A Notes. Weighted Average Life of the Class A Notes The weighted average life of the Class A Notes refers to the average length of time that will elapse from the date of issuance of the relevant Class A Notes to the date of repayment to the investors of all principal amounts due in relation to such class of Class A Notes. The weighted average life of the Class A Notes will vary according to the rate at which principal payments are received on the Purchased Receivables, which shall be determined on the basis of amortisation, scheduled principal payments, Prepayments and actual collections received in respect of each Series of Receivables. The tables below have been prepared on the basis of certain assumptions as described below regarding the weighted average characteristics of the receivables and the performance thereof. The tables assume, amongst other things, that: (a) the Purchased Receivables purchased by the FCT and allocated to the Compartment by the Management Company on the First Purchase Date assumes a 0% CPR and 0% default and have been aggregated into five theoretical pools having the following characteristics: Auto Lease Contract type Aggregate Outstanding Principal Discounted Balance ( million VAT included) Weighted Average Remaining Term to maturity (months) Weighted Average Discount Rate (per cent. per annum) Location avec option d achat Tripartites 324,215,951.72 26,96 months 10,28 per cent. Location avec option d achat Bipartites 68,921,186.59 39,42 months 9,82 per cent. Location avec option d achat Favorable 122,342,480.92 41,53 months 10,84 per cent. Crédit-bail Tripartites 107,780,091.37 25,48 months 11,29 per cent. Crédit-bail Bipartites 456,739,818.95 35,61 months 9,89 per cent. PAR3322943 90
(b) (c) (d) the scheduled monthly payments for each pool of Purchased Receivables has been calculated using the aggregate Outstanding Principal Discounted Balance of the relevant Auto Lease Contracts, its Discount Rate, and its weighted average remaining term, such that such pool of Purchased Receivables will amortise over the weighted average remaining amortisation term of such pool; the Seller does not repurchase the Purchased Receivables; there are no delinquencies or losses on the Purchased Receivables, and scheduled principal payments on the Purchased Receivables are received on a timely basis together with Prepayments, if any, at the respective CPR set out in the table; (e) payments on the Class A Notes become due, and will be paid on a monthly basis, commencing in 25 September 2012; (f) (g) (i) the rate of return arising from the investment of the amounts standing to the credit of the Compartment Accounts is equal to zero; the Class A Notes shall be issued on 24 July 2012; and no Partial Early Amortisation Event, Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event has occurred. The actual characteristics and performance of the Purchased Receivables will differ from the assumptions used in constructing the tables set out below, which are provided only to illustrate how the principal cash flows might behave under varying prepayment scenarios. In particular, it is unlikely that the Purchased Receivables will prepay at such CPR until maturity, that the Purchased Receivables will prepay at the same constant CPR and that there will be no delinquencies or defaults on the Purchased Receivables. Any difference between such assumptions and the actual characteristics and performance of the Purchased Receivables, or actual prepayment or loss experience, will affect the percentage of principal amount outstanding over time and the average lives of the Class A Notes. Subject to the foregoing assumptions and reservations, the following tables indicate the weighted average life of the Class A Notes and set out the respective percentages of the Principal Amount Outstanding of each such class of Class A Notes on selected Payment Dates and under the CPRs scenarios below. Percentage of Principal Amount Outstanding of the Class A Notes on each specified Monthly Payment Dates and under CPR scenarios Constant Prepayment Rate (CPR) WAL 3.64 yrs 3.53 yrs 3.43 yrs 3.34 yrs 3.26 yrs Payment Date 0% 5% 10% 15% 20% Closing 100.00% 100.00% 100.00% 100.00% 100.00% 25-Sep-12 100.00% 100.00% 100.00% 100.00% 100.00% 25-Oct-12 100.00% 100.00% 100.00% 100.00% 100.00% 26-Nov-12 100.00% 100.00% 100.00% 100.00% 100.00% 27-Dec-12 100.00% 100.00% 100.00% 100.00% 100.00% 25-Jan-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Feb-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Mar-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Apr-13 100.00% 100.00% 100.00% 100.00% 100.00% 27-May-13 100.00% 100.00% 100.00% 100.00% 100.00% PAR3322943 91
25-Jun-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Jul-13 100.00% 100.00% 100.00% 100.00% 100.00% 26-Aug-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Sep-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Oct-13 100.00% 100.00% 100.00% 100.00% 100.00% 25-Nov-13 100.00% 100.00% 100.00% 100.00% 100.00% 27-Dec-13 100.00% 100.00% 100.00% 100.00% 100.00% 27-Jan-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Feb-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Mar-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Apr-14 100.00% 100.00% 100.00% 100.00% 100.00% 26-May-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Jun-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Jul-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Aug-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Sep-14 100.00% 100.00% 100.00% 100.00% 100.00% 27-Oct-14 100.00% 100.00% 100.00% 100.00% 100.00% 25-Nov-14 100.00% 100.00% 100.00% 100.00% 100.00% 29-Dec-14 100.00% 100.00% 100.00% 100.00% 100.00% 26-Jan-15 100.00% 100.00% 100.00% 100.00% 100.00% 25-Feb-15 96.90% 96.30% 95.60% 95.00% 94.20% 25-Mar-15 93.50% 92.30% 91.00% 89.70% 88.30% 27-Apr-15 90.20% 88.40% 86.60% 84.60% 82.60% 26-May-15 86.60% 84.30% 82.00% 79.50% 76.90% 25-Jun-15 83.10% 80.30% 77.40% 74.40% 71.30% 27-Jul-15 79.50% 76.20% 72.90% 69.50% 65.90% 25-Aug-15 76.00% 72.30% 68.50% 64.70% 60.70% 25-Sep-15 72.40% 68.30% 64.20% 59.90% 55.60% 26-Oct-15 68.90% 64.40% 59.90% 55.30% 50.70% 25-Nov-15 65.40% 60.60% 55.70% 50.80% 45.90% 28-Dec-15 61.90% 56.70% 51.60% 46.50% 41.30% 25-Jan-16 58.30% 52.90% 47.60% 42.20% 36.80% 25-Feb-16 54.50% 48.90% 43.30% 37.80% 32.20% 29-Mar-16 50.80% 45.00% 39.30% 33.50% 27.90% 25-Apr-16 47.40% 41.40% 35.40% 29.60% 23.90% 25-May-16 43.50% 37.40% 31.40% 25.40% 19.60% 27-Jun-16 39.70% 33.40% 27.30% 21.40% 15.60% 25-Jul-16 35.80% 29.50% 23.30% 17.40% 11.60% 25-Aug-16 32.10% 25.70% 19.60% 13.60% 7.90% 26-Sep-16 28.50% 22.10% 15.90% 10.00% 4.30% 25-Oct-16 24.90% 18.50% 12.40% 6.50% 0.90% 25-Nov-16 21.20% 14.80% 8.80% 3.00% PAR3322943 92
27-Dec-16 17.70% 11.40% 5.40% 25-Jan-17 14.20% 8.00% 2.10% 27-Feb-17 10.50% 4.40% 27-Mar-17 7.20% 1.30% 25-Apr-17 4.20% 26-May-17 0.70% 26-Jun-17 25-Jul-17 25-Aug-17 25-Sep-17 25-Oct-17 27-Nov-17 27-Dec-17 25-Jan-18 26-Feb-18 26-Mar-18 25-Apr-18 25-May-18 25-Jun-18 25-Jul-18 27-Aug-18 25-Sep-18 25-Oct-18 26-Nov-18 27-Dec-18 DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT General Characteristics of the Assets Allocated to the Compartment General Description of the Assets Allocated to the Compartment The Assets Allocated to the Compartment by the Management Company mainly comprise the Purchased Receivables assigned to the FCT, on each Purchase Date, by the Seller pursuant to the Master Purchase Agreement. The Assets Allocated to the Compartment by the Management Company also include: (a) (b) (c) any Ancillary Rights attached to the Purchased Receivables; the Compartment Cash; any Net Senior Swap Amounts and any other amount to be received, as the case may be, from the Interest Rate Swap Counterparties in respect of the Interest Rate Swap Agreements; PAR3322943 93
(d) (e) (f) any Net Junior Swap Amounts and any other amount to be received, as the case may be, from the Junior Swap Provider in respect of the Junior Swap Agreement; any Authorised Investments and income relating to any Authorised Investments; and any other rights transferred or attributed to the Compartment under the terms of the Transaction Documents. Allocation of the cash flows generated by the Assets Allocated to the Compartment The cashflows generated by the Assets Allocated to the Compartment are allocated by the Management Company exclusively to the payment of all amounts due in connection with the Compartment, pursuant to the applicable Priority of Payments (with the exception of all amounts of interest received from the investment of the General Reserve Fund standing to the credit of the General Reserve Account, from the investment of the Performance Reserve Fund standing to the credit of the Performance Reserve Account and from the investment of the Commingling Reserve Fund standing to the credit of the Commingling Reserve Account, which shall be paid directly to Crédipar as the case may be, in accordance with the provisions hereof). Consequently, the Management Company will not, under any circumstances, be authorised to allocate partially or fully such cash flows to the payment of any amounts due in respect of any other compartments of the FCT. PAR3322943 94
DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES Transfer of Receivables to the FCT The FCT will purchase from the Seller an initial pool of Series of Receivables which satisfy the Eligibility Criteria on the First Purchase Date. Each such Series of Receivables shall include (i) all rights to receive payments in respect of rental payments, the residual value purchase option payments or as the case may be, any purchase option payments, expenses and ancillary amounts due from the relevant Debtors on and after the First Purchase Date in connection with the relevant Auto Lease Contract and (ii) the Car Sale Receivable and the Original Car Purchase Receivable relating to the relevant Car. During the Revolving Period, the Seller may transfer further Series of Receivables which satisfy the Eligibility Criteria to the FCT on each Subsequent Purchase Date subject to the satisfaction of the conditions precedent contained in this Prospectus (see Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the Compartment - Revolving Period ). Each Series of Receivables transferred to the FCT during the Revolving Period will include (i) all rights to receive payments in respect of rental payments, the residual value purchase option payments or as the case may be, any purchase option payment, expenses and ancillary amounts due from the relevant Debtors on or after each Subsequent Purchase Date in connection with the relevant Auto Lease Contracts and (ii) the Car Sale Receivable and the Original Car Purchase Receivable relating to the relevant Car. Pursuant to the terms of the General Regulations and the Compartment Regulations, the Management Company will allocate the Purchased Receivables purchased by the FCT on each Purchase Date exclusively to the Compartment. Eligibility Criteria On the First Purchase Date, the Series of Receivables transferred to the FCT shall be selected by the Seller, from its pool of receivables as satisfying, on the First Purchase Date, the Eligibility Criteria defined in this Section. Pursuant to the provisions of the Master Purchase Agreement, the Seller has guaranteed that the Series of Receivables transferred to the FCT on any Subsequent Purchase Date will satisfy the Eligibility Criteria defined in this Section on such Subsequent Purchase Date. In order for a Series of Receivables to meet the Eligibility Criteria on the relevant Purchase Date, (i) the Auto Lease Contract relating to that Series of Receivables must meet the Contracts Eligibility Criteria and (ii) the Receivables being part of that Series of Receivables must meet the Receivables Eligibility Criteria: Contracts Eligibility Criteria (a) (b) (c) each Auto Lease Contract which is a Consumer Auto Lease Contract was entered into between the Seller and the relevant Debtor in accordance with the applicable provisions of the French Consumer Code (Code de la Consommation) and all other applicable legal and regulatory provisions (including in relation to data protection); each Auto Lease Contract which is a Professional Auto Lease Contract was entered into between the Seller and the relevant Debtor pursuant to the applicable provisions of the French Monetary and Financial Code and all other applicable legal and regulatory provisions; each Auto Lease Contract constitutes the valid, binding and enforceable contractual obligations of the Debtor and of the Seller; PAR3322943 95
(d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) none of the Auto Lease Contracts are voidable, rescindable or subject to legal termination; each Auto Lease Contract was executed in connection with the leasing of a Car (i) manufactured by Peugeot or Citroën and (ii) purchased by the Seller from a PSA Car Dealer on a Car by Car basis (and not under a master sale agreement (contrat-cadre de vente)); each Auto Lease Contract requires the payment of a Rental Payment Receivable on a monthly basis; each Auto Lease Contract was executed in connection with the leasing of only one Car; each Auto Lease Contract was entered into by the Seller pursuant to its normal procedures and within the scope of its ordinary credit activity with respect to accepting and providing lease financing to its customers; the Seller has not commenced an action to terminate an Auto Lease Contract on the basis of the breach by the Debtor of its obligations under the terms of that Auto Lease Contract and in particular (but without limitation) the Debtor s obligations to make timely payments of the Rental Payment Receivables; no Auto Lease Contract has been entered into with an employee, a director, a corporate officer or an affiliate of the PSA Group; each Auto Lease Contract requires that the Debtor enter into an Individual Insurance Contract relating to the destruction of or damage to the Car, theft of the Car and the personal liability of the Debtor relating to the use of the Car (responsabilité civile illimitée); each Auto Lease Contract is subject to French law and any related claims are subject to the exclusive jurisdiction of the French courts; the due date for the payment of the Residual Value Purchase Option Receivable under each Auto Lease Contract does not fall after January 2021; the original term of the Auto Lease Contract does not exceed seventy two (72) months; no Debtor is insolvent or subject to (a) a review by a commission responsible for reviewing the overindebtedness of consumers (commission de surendettement des particuliers), (b) any judicial liquidation proceedings (procédure de rétablissement personnel) pursuant to the provisions of title III of book III of the French Consumer Code, (c) a review by a jurisdiction pursuant to article 1244-1 of the French Civil Code before a court, (d) proceedings initiated with a court, including any enforcement procedure or protective procedure that may be initiated by the Seller or any third party or (e) any of the proceedings set out in book VI of the French Commercial Code or any equivalent proceedings; each Debtor is domiciled or registered (as the case may be) in metropolitan France as at the execution date of the relevant Auto Lease Contract; the Outstanding Principal Discounted Balance of each Auto Lease Contract is between 500 and 60,000 (VAT excluded); each Auto Lease Contract will give rise to the payment of at least one Rental Payment Receivable by the relevant Debtor after the relevant Purchase Date; none of the Auto Lease Contract has given/will give rise to any guarantee deposit (dépôts de garantie) from any of the Lessees; PAR3322943 96
(t) (u) (v) (w) (x) no arrangement has been made for the extension of time for payments or reduction of the Implicit Interest Rate of such Auto Lease Contract or the temporary cessation of payments with any Debtor; at least one Rental Payment Receivable has been paid in full by the relevant Debtor such that the Outstanding Principal Discounted Balance of an Auto Lease Contract is lower than its original initial amount; no Rental Payment Receivable is overdue in respect of each Auto Lease Contract; the payment of the Rental Payment Receivables other than the first Rental Payment Receivable is made by the direct debit of a bank account authorised by the relevant Debtor at the signature date of the relevant Auto Lease Contract; if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into an additional agreement with a PSA Car Dealer according to which the PSA Car Dealer is obliged to purchase the Car from the Seller at maturity of that Auto Lease Contract, then: (i) (ii) at maturity of that Auto Lease Contract, the Debtor has the right to substitute the PSA Car Dealer in the exercise of its Residual Value Purchase Option under the Auto Lease Contract, based on that additional agreement; and should the Debtor decide to exercise that right of substitution, the PSA Car Dealer is obliged to make a payment to the Seller of an amount equal to the related Residual Value Purchase Option Receivable; (y) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into a Collective Life Insurance Contract: (i) (ii) the beneficiary of such Collective Life Insurance Contract is the Seller; and in case of occurrence of the insured event: (xx) (yy) the Purchase Option will be deemed to have been exercised on the date on which the insured event has occurred; and the Collective Insurer will be liable to pay directly to the Seller an amount equal to the amount of the Purchase Option Receivable as at the date on which the insured event has occurred; (z) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into a Collective Employment Insurance Contract: (i) (ii) the beneficiary of such Collective Employment Contract is the Seller; and in case of occurrence of the insured event, the Collective Insurer will be liable to pay directly to the Seller an amount equal to the aggregate of a certain number of Rental Payment Receivables; (aa) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into a Collective Replacement Insurance Contract: (i) (ii) the beneficiary of such Collective Replacement Insurance Contract is, as far as the Excess Value coverage is concerned, the Seller; and in case of occurrence of the insured event, the Collective Insurer will be liable to pay directly to the Seller an amount equal to the amount of the Excess Value Receivable; PAR3322943 97
(bb) if, as may be the case under certain Auto Lease Contracts, the Debtor has entered into one or several Collective Insurance Contracts and/or Maintenance Services Contract: (i) (ii) (iii) such contracts are not entered into with the Seller but with Collective Insurer(s) or a maintenance company and are distinct from the corresponding Auto Lease Contract, so that the Debtor will not be legally entitled to raise any defence based on any such contracts to postpone or refuse the execution of its obligations under the Auto Lease Contract; the remuneration owed by the Debtor under such contracts gives rise to distinct receivables which are clearly separated from the Receivables arising from the relevant Auto Lease Contract; and although such distinct receivables may be paid by the Debtor at the same time as the Receivables resulting from the relevant Auto Lease contract, the Seller has all the necessary means, and is able at any time, to clearly identify which part of the payments received from the Debtor relates to these distinct receivables and which part relates to the Receivables resulting from the relevant Auto Lease Contract; (cc) under each Auto Lease Contract, the Debtor may substitute a third party purchaser in the exercise of its option to purchase the Car during the course of the Auto Lease Contract or at the maturity of that Auto Lease Contract. If the Debtor decides to substitute such third party purchaser in the exercise of its option to purchase the Car: (i) (ii) during the course of the Auto Lease Contract, Rental Payment Receivables will keep on arising until the substituted purchaser has paid the related Purchase Option Receivable in full and the Debtor will be bound to pay such Rental Payment Receivables; and at maturity date of that Auto Lease Contract, the Debtor will be bound to pay any Rental Payment Receivables remaining unpaid as of such date and the substituted purchaser will be bound to pay the Residual Value Purchase Option Receivable in full; (dd) (ee) (ff) if the relevant Auto Lease Contract, provides for stages (paliers), no more than three (3) stages (paliers) are provided for under such Auto Lease Contract; the Residual Value Purchase Option Price under each Auto Lease Contract is less than 60 per cent. of the purchase price paid by the Seller to the Car Manufacturer for the underlying Car; and an Instalment different from zero is payable under each Auto Lease Contract within the month immediately following the relevant Purchase Date. Receivables Eligibility Criteria (a) (b) (c) (d) (e) the Receivables result or will result from Auto Lease Contracts, Car Sale Contracts or Original Car Purchase Contracts; the Receivables are governed by French law; the Seller had full title to the Receivables and the corresponding Ancillary Rights immediately prior to their assignment and the Purchased Receivables and the corresponding Ancillary Rights are not subject to, either in whole or in part, any assignment, delegation or pledge, attachment, claim, setoff, restrictions or prohibition on assignment or encumbrance of whatever type, so that there is no obstacle to their transfer by the Seller to the FCT; the Receivables are denominated in euro and payable in euro and in metropolitan France; the Receivables are not written-off nor related to a Defaulted Auto Lease Contract; PAR3322943 98
(f) (g) all of the Receivables existing as of the corresponding Purchase Date are separately individualised and identified (identifiées et individualisées) in the systems of the Seller on or before the relevant Purchase Date, and the Seller has all means as may be necessary for the purpose of to identifying and individualising (moyens d identification et d individualisation), as soon as they come to existence, all of the Receivables which are future as of the corresponding Purchase Date, such that the Management Company may at any time separately identify and individualise any and all Purchased Receivables; and the Receivables originate from the lease of a new Car. Undertakings with respect to the Receivables - Global Portfolio Limits The limits defined below in respect of the Initial Receivables and the Additional Receivables are defined as the Global Portfolio Limits. Initial Receivables Pursuant to the Master Purchase Agreement, the Seller has undertaken that the Initial Receivables selected on the Initial Selection Date and to be offered for purchase to the FCT shall comply with the following conditions on the First Purchase Date: (a) (b) (c) (d) (e) (f) (g) the aggregate of the Residual Value Purchase Option Prices under the Auto Lease Contracts relating to the Initial Receivable will represent less than 35% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Professional Auto Lease Contract (entered into with a Corporate Debtor) will not represent more than 55% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec option achat Favorable will not represent more than 15% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec option achat Bipartites will not represent more than 10% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Crédit Bail Tripartites will not represent more than 13% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec option achat Tripartites and Crédit Bail Tripartites will not represent less than 35% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables; and the aggregate Outstanding Principal Discounted Balances of Initial Receivables originated from Auto Lease Contract(s) entered into with the most important Debtor (in terms of sums due in relation to such Auto Lease Contract(s)), will not represent more than 0.05% of the aggregate Outstanding Principal Discounted Balances of all such Initial Receivables. Additional Receivables Pursuant to the Master Purchase Agreement, the Seller has undertaken that on any Subsequent Selection Date, the Additional Receivables offered for purchase to the FCT shall comply with the following conditions: PAR3322943 99
(a) (b) (c) (d) (e) (f) (g) the aggregate of the Residual Value Purchase Option Prices under the Auto Lease Contracts relating to the all Purchased Receivable allocated to the Compartment (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) will represent less than 35% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables; the Auto Lease Contracts relating to the Purchased Receivable allocated to the Compartment (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) and classified as Professional Lease Contract will not represent more than 55% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec option achat Favorable will not represent more than 15% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec option achat Bipartites will not represent more than 10% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Crédit Bail Tripartites will not represent more than 13% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables; the Auto Lease Contracts relating to the Initial Receivables and classified as Location avec option achat Tripartites and Crédit Bail Tripartites will not represent less than 35% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables; and the aggregate Outstanding Principal Discounted Balances of all Purchased Receivable allocated to the Compartment (taking into account the Additional Receivables offered to be purchased by the FCT on that Subsequent Purchase Date) originated from Auto Lease Contract(s) entered into with the most important Debtor (in terms of sums due in relation to such Auto Lease Contract(s)), will not represent more than 0.05% of the aggregate Outstanding Principal Discounted Balances of all such Purchased Receivables. Ancillary Rights The payment of principal, interest, expenses and ancillary rights owed by the Debtors and the Obligors may be guaranteed by, as the case may be: (i) (ii) any and all present and future claims benefiting Crédipar under any Collective Insurance Contracts related to an Auto Lease Contract; and any other security interest and more generally any sureties, guarantees, insurance and other agreements or arrangements of whatever character in favour of the Seller supporting or securing the payment of a Purchased Receivable and the records relating thereto. PAR3322943 100
STATISTICAL INFORMATION RELATING TO THE INITIAL PORTFOLIO OF RECEIVABLES General Financial Characteristics The following section sets out the aggregated information relating to the initial portfolio of Receivables complying with the Eligibility Criteria selected by the Seller as at 11 July 2012 (the Initial Selection Date ). Information relating to the initial portfolio of Receivables On the Initial Selection Date and for the purposes of this Prospectus, the initial portfolio comprised 108,385 Auto Lease Contracts with an aggregate Outstanding Principal Discounted Balance of 1,079,999,529.55 (excluding VAT) and a weighted average Discount Rate weighted by the Outstanding Principal Discounted Balance of 10.25 per cent. per annum. The average outstanding principal balance by auto lease contract of the initial portfolio was approximately 9,964.47 (excluding VAT) with an average seasoning of the selected auto lease contracts (as of their date of origination) of 17.4 months and a weighted average term to maturity of 32.92 months. The statistical information set out in the following tables (which excludes VAT) shows the characteristics of the initial portfolio of auto lease contracts selected by the Seller on the Initial Selection Date (columns of percentages may not add up to 100% due to rounding). The receivables arising from the auto lease contracts of the initial portfolio complied on such date with the Eligibility Criteria set out in this Prospectus. Such initial portfolio of the Receivables will be transferred by the Seller to the FCT on the First Purchase Date. Further, the composition of the portfolio of Purchased Receivables shall be progressively modified as a result of the amortisation of the Purchased Receivables, any prepayments, any losses related to the Purchased Receivables, the Renegotiations entered into by the Servicer in accordance with the Servicing Procedures, the potential substitution of certain Purchased Receivables which are non-compliant or became non-compliant after the Renegotiations entered into by the Servicer in accordance with the Servicing Procedures, and the acquisition of further Receivables by the FCT during the Revolving Period. Therefore, the average characteristics of the aggregated portfolio of Purchased Receivables which will exist at the end of the Revolving Period could be substantially different from those existing on the First Purchase Date. PAR3322943 101
Breakdown tables 1. Breakdown by Original Amount Original Amount (EUR) Number of leases Number of leases in % Original Balance Original Balance in % ] 0 ; 2500 ] 0 0,00% 0 0,00% ] 2500 ; 5000 ] 2 0,00% 9 512 0,00% ] 5000 ; 7500 ] 1 088 1,00% 7 529 824 0,40% ] 7500 ; 10000 ] 8 646 8,00% 78 137 956 4,60% ] 10000 ; 12500 ] 24 090 22,20% 273 236 593 16,10% ] 12500 ; 15000 ] 22 329 20,60% 304 220 391 18,00% ] 15000 ; 17500 ] 17 779 16,40% 288 552 817 17,00% ] 17500 ; 20000 ] 14 294 13,20% 267 116 526 15,80% ] 20000 ; 22500 ] 9 599 8,90% 203 107 560 12,00% ] 22500 ; 25000 ] 5 543 5,10% 130 889 882 7,70% ] 25000 ; 30000 ] 4 010 3,70% 107 744 894 6,40% ] 30000 ; 35000 ] 773 0,70% 24 574 890 1,50% ]35000 ; 40000 ] 181 0,20% 6 641 950 0,40% ] 40000 ; 50000 ] 47 0,00% 2 011 322 0,10% ] 50000 ; 100000 ] 4 0,00% 229 076 0,00% > 100000 0 0,00% 0 0,00% Total 108 385 100,00% 1 694 003 192 100,00% Min 4 754 Max 60 619 Average 15 630 2. Breakdown by Outstanding Balance Outstanding Balance (EUR) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % ] 0 ; 2500 ] 4 659 4,30% 7 531 175 0,70% ] 2500 ; 5000 ] 10 736 9,90% 42 068 114 3,90% ] 5000 ; 7500 ] 19 762 18,20% 125 086 732 11,60% ] 7500 ; 10000 ] 23 585 21,80% 206 406 343 19,10% ] 10000 ; 12500 ] 20 387 18,80% 227 990 675 21,10% ] 12500 ; 15000 ] 13 715 12,70% 187 403 671 17,40% ] 15000 ; 17500 ] 8 144 7,50% 131 364 592 12,20% ] 17500 ; 20000 ] 4 116 3,80% 76 542 684 7,10% ] 20000 ; 22500 ] 1 890 1,70% 39 807 177 3,70% ] 22500 ; 25000 ] 768 0,70% 18 141 755 1,70% ] 25000 ; 30000 ] 481 0,40% 12 920 001 1,20% ] 30000 ; 35000 ] 114 0,10% 3 647 835 0,30% ]35000 ; 40000 ] 23 0,00% 859 252 0,10% ] 40000 ; 50000 ] 3 0,00% 124 036 0,00% ] 50000 ; 100000 ] 2 0,00% 105 486 0,00% > 100000 0 0,00% 0 0,00% Total 108 385 100,00% 1 079 999 530 100,00% Min 501 Max 53 109 Average 9 964 PAR3322943 102
3. Breakdown by Seasoning (months) Seasoning (months) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % ] 0 ; 1] 0 0,00% 0 0,00% ]1 ; 12] 31 259 28,80% 417 124 582 38,60% ] 12 ; 24 ] 33 567 31,00% 364 592 027 33,80% ] 24 ; 36 ] 26 497 24,40% 211 486 710 19,60% ] 36 ; 48 ] 13 105 12,10% 73 854 265 6,80% ] 48 ; 60 ] 3 889 3,60% 12 767 220 1,20% ] 60 ; 72 ] 68 0,10% 174 725 0,00% Total 108 385 100,00% 1 079 999 530 100,00% Min 1,02 Max 71,24 Weighted Average 17,4 4. Breakdown by Remaining Term (months) Remaining Term (months) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % ] 0 ; 12] 18 169 16,80% 95 908 474 8,90% ] 12 ; 24 ] 23 910 22,10% 198 150 105 18,30% ] 24 ; 36 ] 30 087 27,80% 324 892 386 30,10% ] 36 ; 48 ] 24 938 23,00% 306 877 474 28,40% ] 48 ; 60 ] 11 269 10,40% 153 984 304 14,30% ] 60 ; 72 ] 12 0,00% 186 786 0,00% Total 108 385 100,00% 1 079 999 530 100,00% Min 0,79 Max 69,14 Weighted Average 32,92 5. Breakdown by Discounted Interest Rate Interest Rate in % Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % WA Interest Rate (Discount ed) ]0; 9,5 [ 0 0,00% 0 0,00% 0 9,5 43 452 40,10% 450 006 628 41,70% 9,5 ] 9,5 ; 10 ] 15 106 13,90% 163 388 596 15,10% 9,76 ] 10 ; 10,5] 3 401 3,10% 27 287 617 2,50% 10,25 ] 10,5 ; 11 ] 17 555 16,20% 176 226 121 16,30% 10,8 ] 11 ; 11,5 ] 17 180 15,90% 154 305 228 14,30% 11,27 ] 11,5 ; 12] 11 354 10,50% 107 635 269 10,00% 11,73 ] 12 ; 12,5] 177 0,20% 675 613 0,10% 12,21 ] 12,5 ; 13 ] 160 0,10% 474 457 0,00% 12,51 > 13 0 0,00% 0 0,00% 0 Total 108 385 100,00% 1 079 999 530 100,00% 10,25 Min 9,5 Max 12,82 Weighted Average 10,25 PAR3322943 103
6. Breakdown by Type of Borrowers Type of Borrowers Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % Corporate 60 057 55,40% 546 693 819 50,60% Private 48 328 44,60% 533 305 711 49,40% Total 108 385 100,00% 1 079 999 530 100,00% 7. Breakdown by Regions Region Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % Alsace 3 244 3,00% 31 978 606 3,00% Aquitaine 7 040 6,50% 70 622 432 6,50% Auvergne 2 010 1,90% 19 760 519 1,80% Basse Normandie 2 144 2,00% 21 688 336 2,00% Bourgogne 2 757 2,50% 27 500 058 2,50% Bretagne 4 126 3,80% 42 183 209 3,90% Centre 4 174 3,90% 43 060 489 4,00% Champagne-Ardenne 1 963 1,80% 19 970 227 1,80% Corse 1 029 0,90% 10 021 281 0,90% Franche-Comté 2 772 2,60% 29 729 143 2,80% Haute Normandie 3 735 3,40% 38 001 380 3,50% Ile de France 19 066 17,60% 185 910 201 17,20% Languedoc Roussillon 5 044 4,70% 48 417 600 4,50% Limousin 1 209 1,10% 12 495 694 1,20% Lorraine 3 516 3,20% 35 411 260 3,30% Midi-Pyrénées 5 390 5,00% 54 626 850 5,10% Nord-Pas-de-Calais 5 098 4,70% 54 562 385 5,10% Pays de la Loire 4 446 4,10% 48 076 388 4,50% Picardie 2 995 2,80% 30 709 199 2,80% Poitou-Charentes 2 713 2,50% 28 021 238 2,60% Provence-Alpes-Côte d'azur 11 029 10,20% 101 111 814 9,40% Rhône-Alpes 12 885 11,90% 126 141 220 11,70% Outre-Mer 0 0,00% 0 0,00% Monaco 0 0,00% 0 0,00% No data 0 0,00% 0 0,00% Total 108 385 100,00% 1 079 999 530 100,00% PAR3322943 104
8. Breakdown by Type of Employment / Activity Sector Employment Type/Activity Sector Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % Private Customer Worker 2 358 2,20% 24 234 478 2,20% Building worker 397 0,40% 4 394 878 0,40% Foreman 692 0,60% 7 469 610 0,70% Delivery driver 731 0,70% 8 265 875 0,80% Office employee 3 435 3,20% 34 246 812 3,20% Intern 1 0,00% 12 784 0,00% Salesperson 589 0,50% 5 757 785 0,50% State Agent 1 959 1,80% 20 209 809 1,90% Hospital Agent 1 246 1,10% 12 191 598 1,10% Infirmary 954 0,90% 9 478 846 0,90% Technician 2 084 1,90% 22 970 059 2,10% Engineer 7 024 6,50% 82 960 719 7,70% Teacher 1 594 1,50% 15 919 129 1,50% Student 33 0,00% 183 635 0,00% Enemployed 28 0,00% 274 294 0,00% Without profession 159 0,10% 1 542 283 0,10% Retired 13 455 12,40% 154 044 632 14,30% Police, Army 642 0,60% 7 289 013 0,70% Farmer 266 0,20% 3 006 981 0,30% Agricultural Employee 40 0,00% 414 345 0,00% Craftsman 676 0,60% 8 113 647 0,80% Itinerant dealer 9 0,00% 89 439 0,00% Stallholder 1 0,00% 9 757 0,00% Retail dealer 789 0,70% 8 988 285 0,80% Sales representative 129 0,10% 1 500 763 0,10% Liberal Profession 3 314 3,10% 36 070 464 3,30% Manager 1 201 1,10% 15 647 085 1,40% Artist, sportsman 71 0,10% 719 376 0,10% Bar, hotel, restaurant employee 333 0,30% 3 402 475 0,30% Other 4 117 3,80% 43 887 448 4,10% No data 1 0,00% 9 404 0,00% Total Private Customers 48 328 44,60% 533 305 711 49,40% Corporate Customer Private sector 0 0,00% 0 0,00% Public sector 0 0,00% 0 0,00% Hotels and restauration 2 832 2,60% 25 076 754 2,30% Construction 19 873 18,30% 179 189 317 16,60% Independent 0 0,00% 0 0,00% Real Estate 781 0,70% 7 344 101 0,70% Scientific and technical activity 3 749 3,50% 35 108 408 3,30% Administrative service and support 3 745 3,50% 31 594 681 2,90% Finance and insurance 753 0,70% 7 809 714 0,70% Public administration 17 0,00% 160 764 0,00% Agriculture, Forestry, Fishing 2 270 2,10% 18 901 427 1,80% Art, Performances, Recreation Activities 436 0,40% 4 358 032 0,40% Other activities and services 1 448 1,30% 13 035 391 1,20% Commercial activity; repairing of bikes and cars 9 925 9,20% 90 192 773 8,40% Electricity, gas, steam and air conditionning 54 0,00% 424 714 0,00% Teaching 736 0,70% 7 137 920 0,70% Mining, agriculturure, food supply 64 0,10% 575 595 0,10% Manufacturing 6 741 6,20% 62 057 995 5,70% Information and communication 909 0,80% 8 468 124 0,80% Production and water distribution, sanitization, waste management and cleanup 201 0,20% 2 007 140 0,20% Public health and social action 3 216 3,00% 33 727 007 3,10% Cleaning 1 0,00% 4 557 0,00% Transport and warehousing 1 963 1,80% 18 266 458 1,70% Other 1 0,00% 1 073 0,00% Not precised 0 0,00% 0 0,00% Not defined 342 0,30% 1 251 873 0,10% Total Corporate customers 60 057 55,40% 546 693 819 50,60% Total 108 385 100,00% 1 079 999 530 100,00% PAR3322943 105
9. Breakdown by Original LTV Original LTV* Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % ] 0 ; 10%] 0 0,00% 0 0,00% ] 10 ; 20%] 0 0,00% 0 0,00% ] 20 ; 30%] 1 0,00% 4 958 0,00% ] 30 ; 40%] 0 0,00% 0 0,00% ] 40 ; 50%] 163 0,20% 1 173 700 0,10% ] 50 ; 60%] 2 804 2,60% 20 567 801 1,90% ] 60 ; 70%] 22 242 20,50% 210 275 836 19,50% ] 70 ; 80%] 18 611 17,20% 181 430 383 16,80% ] 80 ; 85%] 60 476 55,80% 621 814 435 57,60% ] 85 ; 90%] 4 069 3,80% 44 467 282 4,10% ] 90 ; 95%] 18 0,00% 245 758 0,00% ] 95 ; 100%] 1 0,00% 19 375 0,00% Total 108 385 100% 1 079 999 530 100% Min 24,20% Max 95,60% *Original LTV = Financed amount minus downpayment / Initial Value of the car (including VAT) 10. Breakdown by Nominal Residual Value Amount Residual Value (EUR) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % ] 0 ; 2500 ] 59 505 54,90% 513 315 857 47,50% ] 2500 ; 5000 ] 17 912 16,50% 170 829 190 15,80% ] 5000 ; 7500 ] 17 273 15,90% 185 228 841 17,20% ] 7500 ; 10000 ] 9 547 8,80% 136 084 591 12,60% ] 10000 ; 12500 ] 3 292 3,00% 56 680 627 5,20% ] 12500 ; 15000 ] 708 0,70% 14 170 653 1,30% ] 15000 ; 17500 ] 116 0,10% 2 783 664 0,30% ] 17500 ; 20000 ] 28 0,00% 770 655 0,10% ] 20000 ; 25000 ] 4 0,00% 135 451 0,00% ] 25000 ; 50000 ] 0 0,00% 0 0,00% ] 50000 ; 100000 ] 0 0,00% 0 0,00% > 100000 0 0,00% 0 0,00% Total 108 385 100,00% 1 079 999 530 100,00% Min 1 Max 20 754 11. Breakdown by Residual Value / Original Balance Ratio RV/OB (%) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % WA RV/OB (%) 10% ] 54 968 50,70% 486 197 848 45,00% 4,49% ] 10% ; 20% ] 10 084 9,30% 106 813 567 9,90% 18,44% ] 20% ; 30% ] 4 563 4,20% 49 413 175 4,60% 26,20% ] 30% ; 40% ] 17 992 16,60% 192 094 532 17,80% 37,72% ] 40% ; 50% ] 17 398 16,10% 201 913 421 18,70% 44,79% ] 50% 3 380 3,10% 43 566 986 4,00% 53,14% Total 108 385 100,00% 1 079 999 530 100,00% 22,27% Min 0,00% Max 60,00% PAR3322943 106
12. Breakdown by Nominal Residual Value / Current Discounted Balance Ratio RV/CB (%) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % WA RV/CB (%) 5% ] 28 652 26,40% 266 971 271 24,70% 2,05% ] 5% ; 20% ] 22 793 21,00% 214 247 502 19,80% 12,20% ] 20% ; 40% ] 14 804 13,70% 149 388 819 13,80% 28,63% ] 40% ; 60% ] 20 691 19,10% 249 359 109 23,10% 50,57% ] 60% ; 80% ] 14 485 13,40% 146 885 032 13,60% 68,51% ] 80% 6 960 6,40% 53 147 796 4,90% 88,16% Total 108 385 100,00% 1 079 999 530 100,00% 32,22% Min 0,02% Max 99,87% 13. Breakdown by Discounted Residual Value / Current Discounted Balance Ratio RV/CB (%) Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % WA RV/CB (%) 5% ] 29 775 27,50% 279 450 033 25,90% 1,88% ] 5% ; 20% ] 25 435 23,50% 248 252 924 23,00% 12,48% ] 20% ; 40% ] 14 814 13,70% 148 321 209 13,70% 29,18% ] 40% ; 60% ] 18 363 16,90% 221 331 167 20,50% 50,16% ] 60% ; 80% ] 13 268 12,20% 131 826 249 12,20% 68,40% ] 80% 6 730 6,20% 50 817 948 4,70% 88,05% Total 108 385 100,00% 1 079 999 530 100,00% 30,13% Min 0,02% Max 99,87% 14. Breakdown by Product Type Product Type Number of leases Number of leases in % Outstanding Balance Outstanding Balance in % WA Interest Rate (Discounted) WA RV/OB WA RV Nominal/CB Discounted WA RV Discounted/ CB Discounted WA Seasoning WA Remaining Term CB Bipartite 52 117 48,10% 456 739 819 42,30% 9,89% 6,72% 10,39% 8,69% 16,04 35,61 CB Tripartite 9 776 9,00% 107 780 091 10,00% 11,29% 40,39% 59,09% 58,47% 20,49 25,48 LOA Bipartite 6 245 5,80% 68 921 187 6,40% 9,82% 25,50% 35,50% 29,34% 16,69 39,42 LOA Tripartite 28 849 26,60% 324 215 952 30,00% 10,28% 42,52% 60,61% 57,58% 18,02 26,96 LOA Favorable 11 398 10,50% 122 342 481 11,30% 10,84% 8,84% 12,97% 12,93% 18,49 41,53 Total 108 385 100,00% 1 079 999 530 100,00% 10,25% 22,27% 32,22% 30,13% 17,4 32,92 PAR3322943 107
HISTORICAL PERFORMANCE DATA The Seller (Crédipar) has extracted data on the historical performance of the entire auto lease portfolio managed in the EKIP system in place since the beginning of the third quarter in 2001. The tables below show historical data on gross losses, recoveries, delinquencies and prepayments, for the period from the first quarter of 2004 to the fourth quarter of 2011. In addition, the amortisation profile of assets from the Closing Date is provided. PAR3322943 108
Cumulative quarterly gross losses (in percentages) Quarterly Quarter of origination production Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 Q25 Q26 Q27 Q28 Q29 Q30 Q31 2004 04Q1 263 361 744 0,02% 0,20% 0,53% 0,93% 1,29% 1,61% 1,97% 2,21% 2,44% 2,64% 2,84% 3,00% 3,15% 3,25% 3,33% 3,38% 3,47% 3,53% 3,59% 3,61% 3,64% 3,66% 3,67% 3,68% 3,68% 3,68% 3,69% 3,69% 3,69% 3,69% 3,69% 3,69% 04Q2 260 154 366 0,03% 0,14% 0,47% 0,85% 1,18% 1,57% 1,99% 2,27% 2,55% 2,81% 3,04% 3,19% 3,31% 3,43% 3,51% 3,60% 3,64% 3,71% 3,76% 3,79% 3,80% 3,81% 3,82% 3,84% 3,84% 3,84% 3,84% 3,84% 3,84% 3,84% 3,85% 04Q3 210 413 234 0,01% 0,16% 0,40% 0,68% 1,07% 1,41% 1,66% 1,95% 2,24% 2,48% 2,70% 2,85% 2,96% 3,07% 3,14% 3,19% 3,28% 3,35% 3,43% 3,45% 3,48% 3,49% 3,49% 3,50% 3,50% 3,50% 3,51% 3,51% 3,51% 3,51% 04Q4 253 338 019 0,00% 0,12% 0,45% 0,81% 1,11% 1,38% 1,63% 1,79% 2,01% 2,20% 2,34% 2,48% 2,64% 2,73% 2,82% 2,88% 2,96% 3,04% 3,09% 3,12% 3,13% 3,15% 3,17% 3,18% 3,18% 3,18% 3,18% 3,18% 3,19% 2005 05Q1 249 265 115 0,02% 0,15% 0,41% 0,63% 0,84% 1,09% 1,32% 1,61% 1,83% 1,96% 2,12% 2,26% 2,40% 2,49% 2,57% 2,66% 2,74% 2,82% 2,86% 2,89% 2,90% 2,92% 2,94% 2,94% 2,94% 2,94% 2,95% 2,95% 05Q2 281 395 366 0,01% 0,15% 0,39% 0,70% 0,98% 1,36% 1,61% 1,86% 2,03% 2,21% 2,35% 2,52% 2,62% 2,71% 2,80% 2,89% 2,95% 3,06% 3,11% 3,16% 3,18% 3,19% 3,21% 3,21% 3,21% 3,21% 3,21% 05Q3 228 195 858 0,01% 0,13% 0,34% 0,61% 0,86% 1,15% 1,45% 1,68% 1,93% 2,12% 2,31% 2,48% 2,63% 2,77% 2,86% 2,97% 3,09% 3,21% 3,31% 3,32% 3,35% 3,37% 3,40% 3,40% 3,40% 3,40% 05Q4 274 898 218 0,01% 0,11% 0,35% 0,60% 0,96% 1,26% 1,51% 1,73% 1,94% 2,13% 2,25% 2,40% 2,57% 2,74% 2,87% 2,94% 3,05% 3,10% 3,15% 3,17% 3,18% 3,20% 3,23% 3,23% 3,24% 2006 06Q1 278 231 281 0,02% 0,13% 0,29% 0,58% 0,87% 1,12% 1,32% 1,49% 1,72% 1,90% 2,05% 2,22% 2,41% 2,55% 2,69% 2,85% 2,92% 2,95% 2,99% 3,02% 3,04% 3,06% 3,09% 3,10% 06Q2 272 179 929 0,02% 0,11% 0,31% 0,56% 0,87% 1,14% 1,37% 1,64% 1,86% 2,06% 2,21% 2,42% 2,57% 2,72% 2,93% 3,03% 3,08% 3,16% 3,26% 3,30% 3,32% 3,34% 3,39% 06Q3 218 977 469 0,00% 0,16% 0,37% 0,68% 0,90% 1,17% 1,44% 1,60% 1,82% 2,06% 2,26% 2,47% 2,61% 2,86% 3,02% 3,10% 3,18% 3,27% 3,38% 3,40% 3,41% 3,43% 06Q4 268 220 997 0,01% 0,10% 0,36% 0,63% 0,80% 1,02% 1,24% 1,45% 1,70% 1,94% 2,15% 2,35% 2,66% 2,82% 2,93% 2,99% 3,08% 3,17% 3,31% 3,33% 3,37% 2007 07Q1 272 314 455 0,00% 0,15% 0,41% 0,58% 0,87% 1,21% 1,46% 1,68% 2,00% 2,27% 2,51% 2,93% 3,13% 3,26% 3,34% 3,43% 3,53% 3,62% 3,75% 3,78% 07Q2 261 000 686 0,03% 0,19% 0,38% 0,73% 1,14% 1,44% 1,79% 2,14% 2,47% 2,70% 3,20% 3,42% 3,54% 3,68% 3,82% 3,93% 4,02% 4,08% 4,18% 07Q3 209 511 833 0,02% 0,18% 0,55% 0,93% 1,30% 1,72% 2,15% 2,49% 2,75% 3,26% 3,60% 3,72% 3,84% 4,03% 4,27% 4,36% 4,43% 4,54% 07Q4 280 239 943 0,04% 0,13% 0,31% 0,63% 0,96% 1,40% 1,81% 2,11% 2,54% 2,89% 3,07% 3,21% 3,40% 3,57% 3,73% 3,82% 3,94% 2008 08Q1 240 381 114 0,00% 0,15% 0,37% 0,71% 1,19% 1,60% 1,95% 2,55% 2,95% 3,14% 3,29% 3,56% 3,83% 4,00% 4,15% 4,25% 08Q2 251 402 868 0,00% 0,13% 0,35% 0,75% 1,14% 1,38% 2,00% 2,54% 2,82% 2,96% 3,21% 3,50% 3,67% 3,81% 4,05% 08Q3 207 984 131 0,02% 0,22% 0,59% 0,94% 1,24% 1,73% 2,14% 2,42% 2,65% 2,94% 3,20% 3,43% 3,56% 3,79% 08Q4 244 083 984 0,01% 0,17% 0,40% 0,65% 1,22% 1,62% 1,97% 2,12% 2,36% 2,64% 2,87% 2,99% 3,18% 2009 09Q1 180 007 614 0,01% 0,10% 0,28% 0,73% 1,14% 1,46% 1,61% 1,91% 2,12% 2,40% 2,53% 2,74% 09Q2 192 406 809 0,00% 0,05% 0,33% 0,73% 0,93% 1,07% 1,32% 1,64% 1,89% 2,06% 2,30% 09Q3 165 496 508 0,00% 0,17% 0,39% 0,54% 0,76% 0,97% 1,21% 1,49% 1,66% 1,96% 09Q4 204 157 548 0,04% 0,14% 0,39% 0,52% 0,70% 1,07% 1,23% 1,49% 1,68% 2010 10Q1 167 265 623 0,01% 0,08% 0,23% 0,36% 0,80% 1,06% 1,31% 1,77% 10Q2 173 449 368 0,00% 0,01% 0,14% 0,42% 0,68% 0,95% 1,31% 10Q3 149 798 841 0,01% 0,06% 0,30% 0,63% 0,80% 1,19% 10Q4 190 258 585 0,03% 0,12% 0,32% 0,47% 0,86% 2011 11Q1 173 899 394 0,01% 0,13% 0,24% 0,52% 11Q2 176 862 071 0,00% 0,11% 0,31% 11Q3 144 215 381 0,00% 0,04% 11Q4 184 067 552 0,00% PAR3322943 109
Cumulative quarterly recoveries (in percentages Q0 Q1 Q2 Q3 Q4 Q5 Q6 Q7 Q8 Q9 Q10 Q11 Q12 Q13 Q14 Q15 Q16 Q17 Q18 Q19 Q20 Q21 Q22 Q23 Q24 Q25 Q26 Q27 Q28 Q29 Q30 Q31 20,86% 52,66% 53,25% 57,64% 60,36% 60,60% 60,81% 60,82% 60,86% 61,25% 61,44% 62,30% 62,86% 63,20% 63,57% 63,75% 63,95% 64,70% 64,89% 65,14% 65,23% 65,40% 65,58% 65,65% 65,73% 65,79% 65,83% 65,89% 66,06% 66,15% 66,20% 66,48% 21,76% 49,21% 54,41% 56,88% 58,11% 58,29% 58,29% 58,29% 58,73% 58,86% 60,02% 60,42% 60,57% 60,67% 60,82% 60,96% 61,32% 61,44% 61,89% 62,21% 62,30% 62,35% 62,44% 62,60% 62,68% 62,78% 62,91% 62,98% 63,04% 63,07% 63,73% 16,63% 51,15% 54,50% 56,25% 56,71% 56,71% 56,71% 57,63% 57,70% 58,69% 59,17% 59,51% 59,96% 60,77% 61,09% 61,41% 61,68% 62,23% 62,78% 63,31% 63,44% 63,56% 63,81% 64,03% 64,12% 64,34% 64,49% 64,53% 64,58% 64,82% 25,53% 47,82% 51,64% 52,35% 52,54% 52,54% 53,47% 53,67% 54,66% 55,42% 56,05% 56,65% 57,01% 57,46% 57,80% 58,10% 58,47% 58,84% 59,21% 59,30% 59,42% 59,51% 59,59% 59,70% 59,75% 59,78% 59,81% 59,85% 59,95% 24,70% 55,82% 57,38% 57,50% 57,50% 58,72% 59,26% 60,47% 61,52% 61,96% 62,35% 62,88% 63,10% 63,53% 63,66% 64,13% 64,55% 64,91% 64,95% 65,03% 65,40% 65,53% 65,60% 65,71% 65,80% 65,87% 65,96% 66,37% 24,02% 52,04% 53,36% 53,88% 55,12% 55,16% 56,89% 57,79% 58,72% 59,68% 60,20% 60,66% 61,26% 61,41% 61,85% 62,08% 62,26% 62,39% 62,60% 62,76% 62,96% 63,02% 63,05% 63,36% 63,43% 63,46% 63,84% 19,76% 48,43% 51,09% 51,81% 52,02% 53,66% 55,30% 55,86% 56,87% 57,42% 57,70% 58,26% 58,65% 59,35% 59,65% 60,00% 60,45% 60,57% 60,80% 60,97% 61,09% 61,31% 61,48% 61,72% 61,91% 62,18% 19,99% 56,10% 56,11% 56,11% 58,88% 61,40% 62,59% 63,68% 64,34% 65,12% 65,77% 66,06% 66,83% 67,14% 67,65% 68,07% 68,33% 68,64% 68,84% 69,17% 69,42% 69,60% 69,75% 69,85% 70,22% 27,47% 61,16% 61,16% 62,98% 65,92% 67,08% 68,58% 69,58% 70,45% 70,91% 71,34% 71,82% 72,40% 72,82% 73,23% 73,78% 74,16% 74,33% 74,50% 74,80% 74,97% 75,08% 75,23% 75,60% 32,07% 54,86% 62,39% 64,89% 66,06% 66,98% 68,10% 69,10% 69,73% 70,28% 71,09% 71,50% 71,90% 72,03% 72,21% 72,48% 72,79% 72,89% 73,09% 73,22% 73,40% 73,53% 73,80% 14,39% 63,36% 69,54% 71,02% 72,27% 73,74% 74,64% 75,25% 75,82% 76,36% 76,70% 76,90% 77,06% 77,24% 77,48% 77,66% 78,02% 78,21% 78,38% 78,52% 78,71% 78,94% 20,09% 63,56% 66,35% 68,03% 69,56% 70,48% 71,36% 71,80% 72,61% 73,14% 73,81% 74,09% 74,44% 74,67% 74,90% 75,05% 75,29% 75,45% 75,70% 75,85% 76,11% 35,31% 63,67% 67,06% 69,29% 70,51% 71,94% 72,38% 73,54% 74,38% 74,94% 75,23% 75,66% 76,07% 76,25% 76,46% 76,63% 76,89% 77,06% 77,27% 77,55% 38,99% 65,38% 68,35% 70,37% 71,12% 71,92% 72,55% 72,93% 73,39% 73,68% 74,06% 74,45% 74,73% 74,94% 75,20% 75,42% 75,63% 76,05% 76,26% 30,07% 63,71% 66,15% 67,79% 69,08% 69,80% 71,06% 71,34% 71,62% 71,78% 72,21% 72,44% 72,69% 72,91% 73,19% 73,57% 73,72% 73,88% 31,75% 63,39% 65,09% 67,11% 68,32% 69,65% 70,37% 70,94% 71,33% 71,71% 72,18% 72,49% 72,74% 73,18% 73,45% 73,70% 73,92% 32,29% 60,56% 62,78% 64,72% 65,71% 66,91% 67,67% 67,95% 68,79% 69,11% 69,68% 70,10% 70,24% 70,47% 70,95% 71,57% 31,33% 60,36% 62,66% 64,46% 65,63% 66,35% 66,96% 67,46% 68,37% 68,67% 69,04% 69,30% 69,52% 69,86% 70,26% 24,66% 56,01% 59,08% 60,30% 61,43% 62,19% 62,97% 63,61% 64,01% 64,48% 65,05% 65,35% 65,72% 66,07% 27,83% 55,47% 57,48% 59,15% 60,05% 61,06% 61,81% 62,59% 63,17% 63,91% 64,33% 64,62% 64,88% 27,18% 52,80% 54,95% 56,76% 58,43% 59,35% 60,08% 60,89% 61,26% 61,56% 61,94% 62,39% 29,02% 52,72% 54,40% 55,68% 57,00% 57,95% 58,98% 59,74% 60,37% 60,92% 61,52% 32,53% 50,56% 54,42% 56,22% 57,94% 58,68% 59,46% 60,49% 60,97% 61,49% 24,48% 37,38% 46,75% 54,16% 60,16% 61,27% 62,30% 63,08% 63,67% 29,80% 43,98% 51,59% 57,62% 58,98% 60,19% 61,41% 63,58% 30,10% 44,76% 55,50% 57,24% 58,70% 59,96% 61,81% 25,78% 42,51% 50,38% 56,24% 58,48% 60,25% 24,84% 53,88% 58,58% 60,96% 62,98% 35,40% 60,01% 62,72% 64,31% 30,09% 51,70% 55,69% 32,49% 47,11% 35,83% Delinquencies PAR3322943 110
Delinquencies less than 150 days in Delinquencies less than 150 days in arrears arrears janv.-04 1,70% janv.-08 0,90% févr.-04 1,46% févr.-08 0,86% mars-04 1,55% mars-08 1,02% avr.-04 1,23% avr.-08 0,87% mai-04 1,50% mai-08 1,11% juin-04 1,09% juin-08 0,93% juil.-04 1,30% juil.-08 1,08% août-04 1,33% août-08 1,26% sept.-04 1,04% sept.-08 1,01% oct.-04 1,16% oct.-08 1,16% nov.-04 1,05% nov.-08 1,12% déc.-04 1,14% déc.-08 1,36% janv.-05 1,04% janv.-09 1,50% févr.-05 0,99% févr.-09 1,40% mars-05 1,07% mars-09 1,49% avr.-05 0,97% avr.-09 1,26% mai-05 1,20% mai-09 1,67% juin-05 1,00% juin-09 1,31% juil.-05 1,24% juil.-09 1,53% août-05 1,19% août-09 1,59% sept.-05 0,96% sept.-09 1,40% oct.-05 1,09% oct.-09 1,36% nov.-05 0,90% nov.-09 1,05% déc.-05 1,18% déc.-09 1,32% janv.-06 1,08% janv.-10 1,36% févr.-06 0,99% févr.-10 1,26% mars-06 1,07% mars-10 1,27% avr.-06 0,94% avr.-10 1,11% mai-06 1,04% mai-10 1,28% juin-06 0,88% juin-10 1,06% juil.-06 1,08% juil.-10 1,21% août-06 1,09% août-10 1,22% sept.-06 0,97% sept.-10 1,02% oct.-06 1,04% oct.-10 1,24% nov.-06 0,85% nov.-10 1,07% déc.-06 0,88% déc.-10 1,21% janv.-07 0,88% janv.-11 1,25% févr.-07 0,77% févr.-11 1,12% mars-07 0,83% mars-11 1,20% avr.-07 0,68% avr.-11 1,05% mai-07 0,91% mai-11 1,15% juin-07 0,78% juin-11 0,99% juil.-07 0,80% juil.-11 1,18% août-07 0,80% août-11 1,16% sept.-07 0,75% sept.-11 1,00% oct.-07 0,82% oct.-11 1,02% nov.-07 0,73% nov.-11 0,96% déc.-07 0,99% déc.-11 1,07% PAR3322943 111
Prepayments Prepayments 2004 2005 2006 2007 2008 2009 2010 2011 Annualized Prepayment Rate 1Q2004 13,00% 2Q2004 14,40% 3Q2004 13,80% 4Q2004 16,90% 1Q2005 15,10% 2Q2005 17,90% 3Q2005 14,80% 4Q2005 17,10% 1Q2006 16,20% 2Q2006 16,70% 3Q2006 14,90% 4Q2006 19,40% 1Q2007 17,50% 2Q2007 17,40% 3Q2007 14,50% 4Q2007 18,30% 1Q2008 17,90% 2Q2008 18,50% 3Q2008 16,40% 4Q2008 19,10% 1Q2009 16,30% 2Q2009 16,60% 3Q2009 15,70% 4Q2009 16,40% 1Q2010 15,70% 2Q2010 16,80% 3Q2010 15,10% 4Q2010 16,90% 1Q2011 14,90% 2Q2011 17,00% 3Q2011 14,90% 4Q2011 17,80% PAR3322943 112
Amortisation profile of Assets Aggregate Discounted Principal Balance Aggregate Discounted Principal Balance Payment Payment Closing 100% juin-14 19,25% août-11 97,94% juil-14 17,67% sept-11 95,66% août-14 16,04% oct-11 93,43% sept-14 14,69% nov-11 91,05% oct-14 13,50% déc-11 88,66% nov-14 12,08% janv-12 86,27% déc-14 10,74% févr-12 83,92% janv-15 9,39% mars-12 81,51% févr-15 8,23% avr-12 79,16% mars-15 7,05% mai-12 76,79% avr-15 5,94% juin-12 74,44% mai-15 4,78% juil-12 72,07% juin-15 3,93% août-12 69,52% juil-15 3,45% sept-12 67,06% août-15 2,99% oct-12 64,74% sept-15 2,60% nov-12 62,16% oct-15 2,25% déc-12 59,58% nov-15 1,85% janv-13 56,96% déc-15 1,49% févr-13 54,48% janv-16 1,13% mars-13 52,06% févr-16 0,84% avr-13 49,68% mars-16 0,61% mai-13 47,18% avr-16 0,39% juin-13 44,85% mai-16 0,16% juil-13 42,50% juin-16 0,00% août-13 40,04% juil-16 0,00% sept-13 37,86% août-16 0,00% oct-13 35,84% sept-16 0,00% nov-13 33,45% oct-16 0,00% déc-13 31,16% nov-16 0,00% janv-14 28,81% déc-16 0,00% févr-14 26,78% janv-17 0,00% mars-14 24,85% févr-17 0,00% avr-14 23,00% mars-17 0,00% mai-14 21,01% avr-17 0,00% PAR3322943 113
DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Introduction Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer Series of Receivables to the FCT. The Purchased Receivables will be allocated exclusively to the Compartment by the Management Company. Assignment of the Receivables Assignment of Initial Receivables on the First Purchase Date Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT an initial pool of Receivables on the First Purchase Date. Transfer of Additional Receivables on the Subsequent Purchase Dates Principle Pursuant to the Master Purchase Agreement, the Seller has agreed to transfer to the FCT, during the Revolving Period, Additional Receivables on each Subsequent Purchase Date. Procedure No later than one (1) Business Day prior to each Subsequent Purchase Date, the Seller may offer to sell to the Management Company Series of Receivables which satisfy the Eligibility Criteria pursuant to a written Purchase Offer. All Purchase Offers submitted by the Seller to the Management Company (with a copy to the Custodian) will include, among other things, 1) the number of selected Additional Receivables proposed to be transferred, 2) the related aggregate Outstanding Principal Discounted Balance of the selected Series of Receivables and 3) the Purchase Price of the corresponding Series of Receivables (together with the Principal Component Purchase Price and the Interest Component Purchase Price calculated by reference to the envisaged Subsequent Purchase Date). In connection with each Purchase Offer, the Seller will make representations and warranties in favour of the Management Company with respect to the compliance of the relevant Series of Receivables with the applicable Eligibility Criteria. Subject to correction of any material error, such a Purchase Offer will constitute an irrevocable binding offer made by the Seller, with respect to the corresponding Series of Receivables, to the Management Company. The Management Company will indicate its reasonable intention or reasonable refusal to purchase the Additional Receivables subject to the relevant Purchase Offer. Under the Master Purchase Agreement, the Management Company will be obliged to refuse a Purchase Offer for the Series of Receivables in the event that the conditions precedent to the transfer of new Receivables have not been satisfied (see Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS - Periods of the Compartment - Revolving Period ). In the event that such conditions precedent are or will be satisfied on the contemplated Subsequent Purchase Date, the Management Company will accept the Purchase Offer for the Series of Receivables by signing the Transfer Document and sending a certified copy of such Transfer Document to the Seller (with a copy to the Custodian) at the latest on the relevant Subsequent Purchase Date. Such acceptance will be irrevocable and binding on the FCT as against the Seller. PAR3322943 114
Representation and Warranties of the Seller Representation and warranties relating to the Seller Pursuant to the Master Purchase Agreement, the Seller has represented and warranted to each of the Management Company and the Custodian as at the date of execution of the Master Purchase Agreement and shall represent and warrant again on each Purchase Date that: 1. Status: (i) it is a société anonyme duly incorporated and validly existing under the laws of France, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has established appropriate procedures in connection with the prevention of anti-money laundering and obstruction to terrorism in accordance with provisions of title VI of book V of the French Monetary and Financial Code; 2. Non-Violation: the execution, signing and delivery of the Master Purchase Agreement and the other Transaction Documents to which it is a party and the performance of any of its obligations under the Master Purchase Agreement and under the other Transaction Documents to which it is a party do not and will not contravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation to which it or any of its assets or revenues is subject, (b) any agreement, indenture, mortgage, deed of trust, bond, or any other document, instrument or obligation to which it is a party or by which any of its assets or revenues is bound or affected, or (c) any document which contains or establishes its constitution; 3. Insolvency Procedures: it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any of the proceedings set out in book VI of the French Commercial Code (including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) or any similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due with its available funds (en état de cessation des paiements) (as interpreted under Article L. 613-26 of the French Monetary and Financial Code); 4. Powers and Authorisations: the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted and to sign and deliver, and perform its obligations under the Master Purchase Agreement and the other Transaction Documents to which it is a party; 5. Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is required to ensure the creation, validity, legality, enforceability or priority of its obligations under the Master Purchase Agreement; 6. Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies with the applicable provisions of French law relating to consumer credit transactions and to the protection of personal data; 7. Obligations Binding: its obligations under the Master Purchase Agreement are valid and binding on it and enforceable against it in accordance with their respective terms; 8. Data Files: the information contained in and attached to each Transfer Document does not contain any statement which is untrue, misleading or inaccurate in any material respect or omit to state any fact or information the omission of which makes the statements therein untrue, misleading or inaccurate in any material respect; in particular, but without limitation, each Scheduled Payments set out in the Data File in respect of each Auto Lease Contract is identical to the Scheduled Payments set out in the Operation Confirmation relating to that Auto Lease Contract; PAR3322943 115
9. No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever it may have against the Compartment, and more generally the FCT, in respect of the establishment and operation of the Compartment and, more generally, the FCT; 10. Transaction Documents: it has full knowledge of the provisions of the Transaction Documents and unconditionally accepts their consequences even if it is not a party to certain of the Transaction Documents; 11. Prospectus: it has full knowledge of the terms and conditions of the Prospectus approved by the Autorité des Marchés Financiers on 19 July 2012 under number FCT N 12-17 and assumes any liability in respect of the information provided under section "Description of the Auto Lease Contracts and the Receivables", "Historical Performance Date", "Statistical Information relating to the Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of Banque PSA Finance Group and the Seller" contained in the Prospectus; and 12. Arising of a Receivable in relation to the sale of the Car: considering the data collected by the Seller over the 4 years preceding the First Purchase Date in relation to its auto leasing activity, and in particular: (a) (b) (c) that the purchase option was exercised in respect of approximately 99% of the auto lease contracts which have not defaulted; the historical percentage of defaulted auto lease contracts detailed in section HISTORICAL PERFORMANCE DATA; and in cases where the lessees did not exercised their purchase option under the relevant auto lease contracts or in respect of cars relating to defaulted lessees, that the relevant cars were systematically retrieved from the relevant lessees and sold by the Seller; there is a strong probability that a receivable will arise from the sale of the Car relating to each Series of Receivables to be transferred to the FCT on each Purchase Date. Representations and Warranties relating to the conformity of the Series of Receivables Pursuant to the Master Purchase Agreement, the Seller shall represent and warrant to each of the Management Company and the Custodian, in respect of each Series of Receivables transferred to the FCT on any Purchase Date, that: (a) (b) each Receivable being part of that Series of Receivables complies with the Receivables Eligibility Criteria; and each Auto Lease Contract relating to that Series of Receivables complies with the Contracts Eligibility Criteria, as of such Purchase Date. Covenants of the Seller Sale of the Cars Pursuant to the Master Purchase Agreement, the Seller has covenanted, as long as there remains any Purchased Receivable outstanding: (a) on the Closing Date, provide the FCT with a list (the Declared Auctioneers List ) of the name, address, telephone and facsimile number and e-mail address of each auctioneer (a Declared Auctioneer ) which it usually appoints for the purpose of selling the Cars retrieved from Debtors (in case where the latter chooses not to exercise the purchase option at the PAR3322943 116
maturity of the relevant Auto Lease Contract, or if the Auto Lease Contract is terminated following the default of the Debtor); (b) (c) on each Payment Date, provide the FCT with an updated Declared Auctioneer List (if relevant); each time an Auto Lease Contract is terminated without the purchase option having been exercised (for whatever reason, and in particular in case where the Debtor chooses not to exercise the purchase option at the maturity of the Auto Lease Contract, or if the Auto Lease Contract is terminated following the default of the Debtor), forthwith: (i) (ii) appoint a duly licensed auctioneer (commissaire-priseur) as its agent for the purpose of selling the relevant Car, provided that such appointment shall always be made on a Car by Car basis; and take all steps as may be necessary to ensure that the relevant Car is delivered to the relevant auctioneer (including, if necessary, repossessing the Car from the relevant Debtor by way of judicial proceedings). Notwithstanding the provisions of paragraphs (c)(i) and (c)(ii) above, the Cars retrieved by the Seller may be sold to third party purchasers without resorting to the procedure described in such paragraphs (the Auctioneer Procedure ), provided that: (aa) (bb) in any case, the sale of that Cars shall be made on a Car by Car basis (and not take the form or be connected with a master agreement (contrat-cadre)); and the Seller shall instruct each third party purchasers to remit the purchase price of the relevant Car to the credit of the Specially Dedicated Account. Other covenants Pursuant to the Master Purchase Agreement, until the termination of the Master Purchase Agreement and until no more payments are to be made by the Seller to the FCT, the Seller has covenanted: 1. Continuation of the Auto Lease Contract: not to terminate or act in a manner that could lead to the termination of any Auto Lease Contract, save where: (i) such termination follows the exercise of the purchase option by the relevant Obligor; or (ii) such termination results from the default of the relevant Debtor under that Auto Lease Contract; 2. Collective Insurers: on the First Purchase Date, provide the FCT with the name, address, telephone and facsimile number and e-mail address of each Collective Insurer (the Collective Insurers List ) and on each Subsequent Purchase Date, provide the FCT with an updated Collective Insurers List (to the extent modified); 3. PSA Car Dealers: on the First Purchase Date, provide the FCT with the name, address, telephone and facsimile number and e-mail address of each PSA Car Dealers (the PSA Car Dealers List ) and on each Subsequent Purchase Date, provide the FCT with an updated PSA Car Dealers List (to the extent modified); 4. Rights of the FCT in the Purchased Receivables: not to act in a manner or make a decision that could prejudice the collectability, the substance or the rights of the FCT in respect of any Purchased Receivable including the Ancillary Rights (whether existing or future); PAR3322943 117
5. Arising of the Purchased Receivable: to the fullest extent possible, always act in a manner and take the decisions that will lead to the effective arising of the Purchased Receivables which are future receivables as of their Purchase Date; 6. Scheduled Payments: not to modify the number, the amount and the dates of payments (except for a change of payment dates which results in having all the remaining payment dates brought forward or postponed by the same period of time (such period not exceeding thirty (30) calendar days) (changement de quantième)) of any Scheduled Payments relating to any Auto Lease Contract after the relevant Purchase Date; 7. Auto Lease Contracts: not to modify under any circumstance and for any reason whatsoever the terms and conditions of any Auto Lease Contract after the Purchase Date of the Series of Receivables relating to that Auto Lease Contract; 8. Maintenance of System: to maintain an accounting system which is prepared and managed in accordance with generally accepted French accounting principles; 9. Personal Data: to encrypt any personal data relating to the Debtor of a Purchased Receivables before transmitting them to the Management Company and/or to any replacement servicer, as the case may be; 10. Decryption Key: (i) to create and remit to the Data Protection Agent on the Closing Date the Decryption Key and, at any time thereafter, any new or updated Decryption Key (if need be) in accordance with the Data Protection Agreement and (ii) not to modify, destroy or alter the Decryption Key, except in accordance with the Data Protection Agreement; 11. Information on the Purchased Receivables: to provide the Management Company and the Custodian with any information as the Management Company or the Custodian may from time to time reasonably request in respect of the Purchased Receivables and the Ancillary Rights including, for the avoidance of doubt, information reasonably required by the Management Company or the Custodian for any enforcement of the Ancillary Rights; 12. Other Information: to provide the Management Company and the Custodian with any other information (including non-financial information) as reasonably requested by the Management Company or the Custodian from time to time for the purposes of exercising or preserving the rights of the FCT in respect of the Compartment; 13. Inspection of Records: to provide, and to take all necessary measures in order to provide the Management Company, the Custodian or the Servicer (or any substitute servicer) with all necessary information and records in order to provide the information which the Management Company, the Custodian or the Servicer (or any substitute servicer) may request in accordance with the Transaction Documents in a format readable by the Management Company, the Custodian or the Servicer (or any substitute servicer) or in any other form determined by the Master Purchase Agreement or by any other Transaction Document and to ensure that the data made available in this way can be used at all times without any licenses or other restrictions on its use by the Management Company, the Custodian or the Servicer (or any substitute servicer); 14. Access: to permit the Management Company and the Custodian, the external auditors of the Seller acting on behalf of and on instruction of the Management Company or the Custodian, and any other representatives of the FCT to visit the offices of the Seller during normal office hours in order to: (i) (ii) inspect and satisfy itself or themselves that the systems are in place, maintained in working order and are capable of providing the information to which it or they are reasonably and properly entitled pursuant to the Master Purchase Agreement and which the Seller has failed to supply, within ten (10) days of receiving written notice of such failure, upon reasonable prior notice, to verify any such information which has been provided and which the Management Company or the Custodian has reason to believe is inaccurate; and PAR3322943 118
(iii) upon reasonable prior notice, examine the books, records and documents relating to the Purchased Receivables; 15. Keeping of Records: to keep and maintain and to take all necessary measures in order to provide the Servicer with all necessary information and records required by the Servicer in order to keep and maintain records for each Purchased Receivable for the purpose of identifying at any time, in particular, the amounts which have been paid by or to any Debtor, which are to be paid by or to any Debtor, the source of payments which are paid to the Seller or the Servicer and the balance outstanding with respect to each Debtor. The Seller shall inform the Management Company and the Custodian regarding any material change in its administrative or accounting procedures related to the preparation and maintenance of the records. The Seller shall mark in its records each Purchase Receivable together with the related Ancillary Rights as sold and assigned to the FCT; 16. Underwriting and Management Procedures: (i) to comply with its underwriting and management procedures with respect to each Debtor, Auto Lease Contract, Purchased Receivable and Ancillary Right as if interests in such Purchased Receivables would not be sold and assigned and had not been sold and assigned hereunder and (ii) not to materially amend the underwriting and management procedures without a prior written notice of the Management Company, the Custodian and the Servicer; 17. No Deposit Taking Activity: the Seller shall only enter into a deposit taking activity with a Debtor included in the Transaction, if (i) such deposit taking activity does not give rise to any set-off right of the relevant Debtor in respect of any Purchased Receivable or, otherwise (ii) such set-off right has been contractually waived by the relevant Debtor or (iii) the FCT is protected against any risk arising from such set-off right by any suitable means; 18. Sales, Liens: except as otherwise provided for in the Master Purchase Agreement, not to sell, assign or otherwise dispose of, or create or allow to exist any ownership interest, lien, security interest, charge, encumbrance or any similar right upon or with respect to any Purchased Receivable (whether existing or future), any Ancillary Right, any Car or any goods or services subject of any Purchased Receivable or any related Auto Lease Contract, and not to assign any right to receive income in respect thereof or not to attempt, purport or agree to do any of the foregoing; 19. Direction, Orders and Instructions: to comply with any reasonable directions, orders and instructions that the Management Company may from time to time give to it in accordance with the Master Purchase Agreement and which would not result in it committing a breach of its obligations under the Master Purchase Agreement or an illegal act; and 20. Solvency Certificate: on the Closing Date and on each Subsequent Purchase Date, to deliver to the Management Company with a copy to the Custodian a solvency certificate in the form set out in the Master Purchase Agreement and dated the date of delivery; and 21. Compliance with article 122a of the CRD: (a) (b) (c) to adhere to the requirements and undertakings set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); to comply at all times with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this 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); and to retain at all time the ownership of the Residual Units. PAR3322943 119
22. Future Receivables: in respect of any Purchased Receivable and Ancillary Rights being future on the Purchase Date on which they are transferred to the FCT, not to include nor permit that there be included in the contracts or documents to which it is a party and from which those Purchased Receivable and Ancillary Rights arise any restriction of assignments. Purchase Price of the Receivables Purchase Price The Purchase Price of each Series of Receivables will be equal to the sum of the Principal Component Purchase Price and the Interest Component Purchase Price of that Series of Receivables. The Purchase Price of the Series of Receivables transferred to the FCT on the First Purchase Date will be paid to the Seller on that date out of the proceeds of the issue of the Notes and the Residual Units. The Purchase Price of the Series of Receivables transferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Principal Account and the Interest Account on the relevant Payment Date as detailed below. Principal Component Purchase Price The Principal Component Purchase Price of any Series of Receivables purchased by the FCT on any Purchase Date will be equal to the Outstanding Principal Discounted Balance of that Series of Receivables as of such Purchase Date. The Principal Component Purchase Prices of any Series of Receivables transferred to the FCT on the First Purchase Date will be paid to the Seller on that date out of the proceeds of the issue of the Notes and the Residual Units. The Principal Component Purchase Price of the Receivables transferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Principal Account on the relevant Payment Date, in accordance with the relevant Priority of Payments. Interest Component Purchase Price The Interest Component Purchase Price of any Series of Receivables purchased by the FCT on any Purchase Date will be equal to the amount of contractual interest accrued and outstanding on such Purchase Date and relating to that Series of Receivables. The Interest Component Purchase Price of any Series of Receivables transferred to the FCT on the First Purchase Date will be paid to the Seller by debiting the Interest Account on the Payment Date falling on 25 September 2012, in accordance with the applicable Priority of Payments. The Interest Component Purchase Price of any Series of Receivables transferred to the FCT on any Subsequent Purchase Date will be paid to the Seller by debiting the Interest Account on the second Payment Date falling after such Purchase Date, in accordance with the applicable Priority of Payments. Failure to conform and remedies General When consenting to acquire any Series of Receivables on any given Purchase Date, the FCT will take into consideration, as an essential and determining condition for its consent (condition essentielle et déterminante de son consentement), the conformity of that Series of Receivables with the Eligibility Criteria. The Management Company will carry out consistency tests on the information provided to it by the Seller and will verify the compliance of certain of the Series of Receivables with the Eligibility Criteria. Such tests will be undertaken in the manner, and as often as is necessary, to ensure the PAR3322943 120
fulfilment by the Seller of its obligations as set out in the Master Purchase Agreement, the protection of the interests of the Noteholders and the Residual Unitholders with respect to the Assets Allocated to the Compartment, and, more generally, in order to satisfy its legal and regulatory obligations as defined by the provisions of the Financial and Monetary Code. Nevertheless, the responsibility for the non-compliance of the Series of Receivables transferred by the Seller to the FCT with the Eligibility Criteria on the relevant Purchase Date will at all time remain with the Seller only (and the Management Company shall under no circumstance be liable therefor) and the Management Company will therefore rely only on the representations made, and on the warranties given, by the Seller regarding that Series of Receivables. A specific and indemnification procedure has been provided for in the Master Purchase Agreement to indemnify the FCT in case of non-conformity of one or several Purchased Receivables (if such non-conformity is not, or not capable of being, remedied). Remedies in case of non-conformity Under the Master Purchase Agreement, if the Management Company or the Seller becomes aware that any of the representations or warranties given or made by the Seller in relation to the conformity of any Series of Receivables to the Eligibility Criteria was false or incorrect by reference to the facts and circumstances existing on the Purchase Date of that Series of Receivables, the Management Company or the Seller, as applicable, will promptly inform the other party of such nonconformity. Such non-conformity, which may affect the compliance of the Auto Lease Contract relating to that Series of Receivables with the Contract Eligibility Criteria and/or of a Purchased Receivable being part of that Series of Receivables with the Receivables Eligibility Criteria, will be remedied by the Seller, at the option of the Management Company, by: (a) (b) (c) to the extent possible, and as soon as practicable, taking any appropriate steps to rectify the non-conformity and ensure that the relevant Auto Lease Contract complies with the Contract Eligibility Criteria and/or that the relevant Purchased Receivable complies with the Receivables Eligibility Criteria; or the rescission (résolution) of the transfer of the whole Series of Receivables to which that Auto Lease Contract relates and/or that Purchased Receivable belongs which shall take place on the second Purchase Date following the date on which the non-conformity of that Series of Receivables was notified by a party to the other (or if such date was a Purchase date, on the immediately following Purchase Date) and the indemnification of the FCT. The amount payable by the Seller to the FCT on that Purchase Date as a consequence of such rescission will be equal to the then Outstanding Principal Discounted Balance of the Auto Lease Contract relating to the relevant Series of Receivables plus any accrued and outstanding interest and any other outstanding amounts of principal, interest, expenses and other ancillary amounts relating to that Series of Receivables as of such Purchase Date (the Non-Conformity Rescission Amount ); and, as the case may be, during the Revolving Period, substituting such non-conforming Series of Receivables with one or more Series of Receivables which satisfy the Eligibility Criteria. If the Management Company decides to proceed with such substitution: (i) (ii) (iii) such substitution shall take place on the Purchase Date on which the transfer of the relevant non-conforming Series of Receivables is rescinded (résolu) in accordance with paragraph (b) above; the substituted Series of Receivables shall be transferred by the Seller to the FCT on that Purchase Date in accordance with the provisions of the Master Purchase Agreement; the Non-Conformity Rescission Amount payable by the Seller on that Purchase Date in relation to the non-conforming Series of Receivables will be set off against aggregate of the Principal Component Purchase Prices of the substituted Series of Receivables, up to the lower of the two amounts, provided that, for the avoidance of PAR3322943 121
doubt, any part of the Non-Conformity Rescission Amount remaining unpaid after such set-off shall be paid by the Seller to the FCT on that Purchase Date. Any amount paid to the FCT under these provisions will be exclusively allocated to the Compartment and be credited to the General Collection Account and form part of the Available Collections in the Collection Period during which that amount is paid by the Seller. The principal amounts paid to the FCT by the Seller pursuant to any rescission (résolution) of a transfer of Receivables shall be treated as a Prepayment in accordance with the provisions of the Compartment Regulations. The non-conformity and rescission of the transfer of a given Series of Receivables shall not affect in any manner the validity of the transfer of any other Series of Receivables. Limits of the remedies in case of non-conformity The representations and warranties made or given by the Seller in relation to the conformity of the Series of Receivables to the Eligibility Criteria and the remedies set out in Section Failure to conform and remedies above are the sole remedies available to the FCT in respect of the nonconformity of any Series of Receivables with the Eligibility Criteria. Under no circumstance may the Management Company request an additional indemnity from the Seller relating to a breach of any such representations or warranties. To the extent that any loss arises as a result of a matter which is not covered by those representations and warranties, the loss will remain with the FCT. In particular, the Seller gives no warranty as to the on-going solvency of the Obligors. Furthermore, the representations and warranties given or made by the Seller in relation to the conformity of the Series of Receivables with the Eligibility Criteria shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L. 214-49-7 of the French Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings. General Reserve Fund Under the Master Purchase Agreement, on the Closing Date, the Seller has undertaken to guarantee the performance of the Purchased Receivables, up to a limit equal to the amount of the General Reserve Cash Deposit in accordance and subject to the provisions of the Reserve Cash Deposits Agreement. In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code and with the provisions of the Reserve Cash Deposits Agreement, as security for the full and timely payment of its financial obligations (obligations financières) under such performance guarantee, the Seller will make, on the Closing Date, the General Reserve Cash Deposit with the FCT (remise d espèces en pleine propriété à titre de garantie). This General Reserve Cash Deposit is made once and for all and neither the Seller nor any other entity within the PSA Group will be obliged to replenish that General Reserve Cash Deposit nor to pay any additional amount in cash under that performance guarantee after the Closing Date. The General Reserve Cash Deposit will be equal to one (1) per cent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. The General Reserve Cash Deposit will constitute the initial balance standing to the credit of the General Reserve Account. The General Reserve Fund will constitute the amount standing to the credit of the General Reserve Account at any time and shall be applied by the FCT as described below (it being understood that all amounts of interest received from the investment of the General Reserve Fund and standing, as the case may be, to the credit of the General Reserve Account, shall not be taken into account). PAR3322943 122
During the Revolving Period and the Amortisation Period, the General Reserve Account will be: (a) (b) on each Settlement Date, debited in full in order to credit the Interest Account with the amount of the General Reserve, and on each Payment Date, as applicable, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the Interest Account to the General Reserve Account, in accordance with and subject to the Interest Priority of Payments. During the Accelerated Amortisation Period, the General Reserve Account will be: (a) (b) on each Settlement Date, debited in full in order to credit the General Collection Account with the amount of the General Reserve; and on each Payment Date, as applicable, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the General Collection Account to the General Reserve Account, in accordance with and subject to the Accelerated Priority of Payments. Upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller. In accordance with the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the General Reserve Account and paying to the Seller the financial proceeds resulting from such investment being credited to the General Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments. Benefit of the Master Purchase Agreement The Master Purchase Agreement shall be binding upon and inure to the benefit of each party to such Master Purchase Agreement and its successors and permitted assignees. The parties rights and obligations under the Master Purchase Agreement are personal to them and may not be transferred, directly or indirectly, in whole or in part, to third parties except as expressly described in the paragraph below. In particular, but without limitation, the Seller shall not transfer any Car to any third party, except following termination of the relevant Auto Lease Contract in accordance with its terms and conditions and subject to the provisions of the Transaction Documents, or as expressly described in the paragraph below Without prejudice of the foregoing, the Seller shall be entitled to substitute, in relation to its rights and obligations under the Master Purchase Agreement, any other entity, existing or newly created, intended to take over its activities from which the Purchased Receivables originates by way of merger, demerger, contribution in part or in whole of assets, or in any other way between it and any entity of the PSA Group, including by way of any change into another corporate form or branch, provided that: (a) (b) Banque PSA Finance owns, directly or indirectly, more than 50% of the share capital and the voting rights attached to the share capital of the substituted entity; (i) the Cars are transferred to the substituted entity together with the corresponding Auto Lease Contracts and (ii) the substituted entity shall (1) assume by operation of law all of the rights and obligations of Crédipar (in all capacities) under the terms of this Agreement and all other Transaction Documents and, in particular but without limitation its obligations relating to the preservation of the rights of the FCT under the Purchased Receivables and to the sale of the PAR3322943 123
Cars, and (2) confirm or reinstate any transfer of Purchase Receivables effected under this Agreement; (c) (d) (e) (f) (g) the substituted entity shall (i) be duly licensed as an établissement de crédit (credit institution) by the Comité des Etablissements de Crédit et des Entreprises d Investissement or by the Autorité de Contrôle Prudentiel to enter into opérations de banque (banking transactions within the meaning of article L. 311-1 of the French Monetary and Financial Code) or (ii) be authorised to carry out the same activities as the Seller under libre prestation de services (freedom to provide cross-border services) or under liberté d établissement (freedom of establishment) in accordance with article L. 511-22 of the French Monetary and Financial Code and the Autorité de Contrôle Prudentiel has been duly informed in that respect; where applicable, the substituted entity has performed the specific undertakings of the Seller set out in this Agreement; the Management Company and the Custodian shall have given their prior written approval of such substitution; the substituted entity has undertaken irrevocably to waive any right of contractual recourse whatsoever it may have against the FCT in respect to the establishment and operation of the Compartment; and such substitution shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or on review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such substitution limits such downgrading or avoids such withdrawal. As shareholder of Crédipar, Banque PSA Finance undertakes to comply with the limitations and conditions provided for in this Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Benefit of the Master Purchase Agreement of the Prospectus and to ensure that the provisions of such Section are complied and indemnify the FCT in case of breach by itself or Crédipar of the above provisions. Seller Performance Undertakings and Performance Reserve Fund The Performance Reserve aims at guaranteeing the financial obligation of the Seller to indemnify the FCT by paying an amount equal to the Outstanding Principal Discounted Balance in respect of the relevant Auto Lease Contract (the Compensation Payment Obligation ), in case of a breach by the Seller of the Seller Performance Undertakings, being the undertakings to ensure: (a) (b) (c) (d) the continuation of all Auto Lease Contracts in accordance with the usual management and operational procedures of the Seller and the provisions of the Transaction Documents and the full payment of all amounts collected in relation to the Purchased Receivables to the General Collection Account; in the event that any Debtor defaults under the relevant Auto Lease Contract or does not exercise the Residual Value Purchase Option at maturity of such Auto Lease Contract, the recovery (or attempted recovery) and sale of the relevant Car in accordance with the usual management and operational procedures of the Seller and the full payment of the relevant Car Sale Receivables to the General Collection Account within ninety (90) Business Days after the termination of the relevant Auto Lease Contract; the compliance with the covenants set out in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Covenants Sale of the Cars of this Prospectus; and the compliance with the provisions set out in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Benefit of the Master Purchase Agreement of this Prospectus. In the event that the Seller has failed to comply with the Seller Performance Undertaking (b) (as described above) within 90-Business Day, the Seller shall, within the immediately following ten (10) PAR3322943 124
Business Days, provide the Management Company with elements demonstrating that (i) it has used its best efforts to recover and sell the relevant Car in accordance with its usual management and operational procedures and (ii) an external reason is delaying the recovery and/or the sale of such Car. At the end of such ten (10) Business Days, the Management Company shall analyse the elements provided to it by the Seller and, on this basis, decide whether: (a) (b) to grant an additional period of time to the Seller to comply with the Seller Performance Undertaking (b); or to declare the Seller as having breached such Seller Performance Undertaking (b). The Performance Reserve Fund will constitute the amount standing to the credit of the Performance Reserve Account at any time (it being understood that all amounts of interest received from the investment of the Performance Reserve Fund and standing, as the case may be, to the credit of the Performance Reserve Account, shall not be taken into account). On the Closing Date, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Initial Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the Closing Date, as security for the due and timely payment of all Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise espèces en pleine propriété à titre de garantie). On each Settlement Date during the Revolving Period, the Seller will credit the Performance Reserve Account with the Performance Reserve Cash Deposit Additional Amount, being equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the immediately preceding Purchase Date, as security for the due and timely payment of all Compensation Payment Obligations, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie). On any Payment Date and as long as no Compensation Payment Obligations have become due and payable by the Seller, the amount of the Performance Reserve to be released to the Seller outside any Priority of Payments, will be calculated as follows: (a) (b) if the Residual Value Purchase Option has been exercised under an Auto Lease Contract at maturity and the relevant proceeds have been paid to the FCT during the Collection Period preceding the relevant Payment Date, 1.5 percent of the Purchase Price of such Auto Lease Contract. in case of a default under an Auto Lease Contract or if the Residual Value Purchase Option has not been exercised under an Auto Lease Contract at maturity during the Collection Period preceding the relevant Payment Date : (a) (b) 5% of the Car Sale Proceeds effectively transferred to the FCT by the Seller in respect of Auto Lease Contract during that Collection Period, limited to 1.5 percent of the Purchase Price of the relevant Auto Lease Contract; or 1.5 per cent of the Purchase Price of the relevant Auto Lease Contract, only if it has been paid in full. In the event of a breach by the Seller of any of the Seller Performance Undertakings (a), (b), (c) or (d), there shall no longer be any release of the Performance Reserve to the Seller. The Management Company will be entitled (i) to set-off the restitution obligations of the FCT under the Performance Reserve Cash Deposit against the then due and payable Compensation Payment Obligations, up to the lowest of the two amounts, in accordance with articles L. 211-38 et seq. of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or PAR3322943 125
on that date if it is a Payment Date), without the need to give prior notice of intention to enforce its rights under the Performance Reserve (sans mise en demeure préalable) and (ii) in any case, use the Performance Reserve Fund as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the General Collection Account. As long as the Seller complies with each of the Seller Performance Undertakings (failing which the above provisions shall apply), it has been expressly agreed that the Performance Reserve shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Debtors or any Obligors defaults. Upon liquidation of the Compartment and subject to the Seller having complied in full with its Seller Performance Undertakings, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller. In accordance with the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the Performance Reserve Account and paying to the Seller the financial proceeds resulting from such investment being credited to the Performance Reserve Account. Such financial proceeds shall be directly paid to Crédipar on each Payment Date outside any Priority of Payments. Assignment of Purchased Receivables which are due or accelerated In accordance with article L. 214-43 of the French Monetary and Financial Code, the Management Company (acting on behalf of the Compartment) may (but shall not be under the obligation to) offer to the Seller to repurchase Purchased Receivables which have become entirely due (échues) or have been entirely accelerated (déchues de leur terme), provided that the Seller shall in any case be free to accept or refuse such offer. The purchase price of the Purchased Receivables repurchased by the Seller shall be agreed between the FCT and the Seller on the basis of the fair market value of these Purchased Receivables (taking into account, without limitation, the outstanding amount of such receivable, the unpaid amount under such receivable, the interest rate applicable to the receivable, the general economic circumstances at the time of the retransfer, the financial capacity of the Debtor and, to the extent available and as relevant, the amount of the Debtors' assets which could be used for the repayment of the amounts due under the Auto Lease Contract). Termination of the Master Purchase Agreement The Master Purchase Agreement shall terminate automatically on the Compartment Liquidation Date. Governing Law The Master Purchase Agreement is governed by French law. All claims and disputes arising in connection therewith are subject to the exclusive jurisdiction of the French courts in commercial matters. PAR3322943 126
DESCRIPTION OF THE MASTER SERVICING AGREEMENT Appointment of the Servicer In accordance with the provisions of article L. 214-46 of the French Monetary and Financial Code and the provisions of the Master Servicing Agreement, the Seller will continue to exercise the duties with respect to the administration, the recovery and the collection of the Purchased Receivables which it previously carried on in its capacity as originator of those Receivables, in its capacity as Servicer. Duties of the Servicer Servicing Procedures The Servicer has undertaken to the Management Company and the Custodian that it will devote to the performance of its obligations under the Master Servicing Agreement at least the same amount of time and attention and overall diligence that it would normally exercise for the administration, the recovery and the collection of its own assets similar to the Purchased Receivables and with the due care that would be exercised by a prudent and informed manager. In performing its obligations under the Master Servicing Agreement in relation to the administration, the recovery and the collection of the Purchased Receivables, the Servicer will strictly comply with the provisions of the Master Servicing Agreement, the provisions of the Auto Lease Contracts and the Servicing Procedures. Any substantial amendment to or substitution of the Servicing Procedures must be notified in writing in advance by the Management Company and the Custodian. Collection of the Purchased Receivables In accordance with articles L. 214-46-1 and D. 214-103 of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Account Bank Agreement, a bank account has been opened with the Specially Dedicated Account Bank (the Specially Dedicated Bank Account ). Subject to and in accordance with the provisions of the Master Servicing Agreement, the Servicer shall in an efficient and timely manner collect, transfer and credit directly or indirectly to the Specially Dedicated Bank Account all Available Collections received in respect of the Purchased Receivables, provided that the Servicer has undertaken vis-à-vis the FCT: (i) (ii) that all Instalments paid by Debtors by direct debit shall be directly credited to the Specially Dedicated Bank Account without transiting via any other account of the Servicer provided that such direct debit amount will also include the corresponding VAT, and the insurance premium and generally the services fees owed by the relevant Debtor, as applicable; and to transfer to the Specially Dedicated Bank Account within five (5) Business Days after receipt any amount of Available Collections standing to the credit of any other of its bank accounts, provided that such amount shall not include the corresponding VAT nor any amount of insurance premium or services fees paid by the relevant Debtor, as applicable. The Servicer has undertaken to transfer to the General Collection Account, within five (5) Business Days after receipt, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account, provided in addition that if the Servicer has failed to deliver to the Management Company the Monthly Servicer Report on any Information Date, it shall be bound to advance to the FCT on each of the following Settlement Date (as long as any missing Monthly Servicer Report has not been provided) an amount equal to the then applicable Commingling Reserve PAR3322943 127
Required Amount less the sum of any amount transferred under (ii) above in the course of the immediately preceding Collection Period. In the event that the Servicer fails to pay, on any Business Day, any amount due by it to the FCT on that Business Day, the Servicer has agreed to pay to the FCT late payment interest calculated on the basis of an annual interest rate equal to the applicable EONIA rate plus a margin of one (1) per cent. per annum and the exact number of days between the due date (inclusive) of the amount so unpaid and the actual date of payment of that amount (excluded). This late payment interest will be part of the Available Collections of the corresponding Collection Period and will be credited to the General Collection Account. Custody of the Documents Pursuant to the provisions of the Master Servicing Agreement and in accordance with the provisions of article L. 214-49-7 of the French Monetary and Financial Code, the Custodian has entrusted, for the administration, the recovery and the collection of the Purchased Receivables, the Servicer the duties of safe keeping the Contractual Documents constituting the material support of the Purchased Receivables. However, it should be noted that the Custodian will remain responsible for the preservation of the Contractual Documents vis-à-vis the Noteholders and the Residual Unitholders. The Servicer will keep the Contractual Documents in such a manner that they are materially identified and distinguishable at the regular address of the Servicer and can be delivered to the Custodian on first demand from the Management Company or the Custodian. Information The Servicer has undertaken to provide the Management Company, on each Information Date, with the Monthly Servicer Report which will contain certain information relating to rental payments, purchase option payments, car sale amounts (with implicit principal and interest payments) and any other information received on the Purchased Receivables on each Collection Period, in accordance with and subject to the Master Servicing Agreement. Sub-contracts In accordance with and subject to the provisions of the Master Servicing Agreement, the Servicer may appoint any third party in order to carry out all or any administrative part of its obligations under the Master Servicing Agreement. However, the Servicer will remain responsible to the Management Company for the administration, the recovery and the collection of the Purchased Receivables being liable for the actions of any such delegate. Servicing Fees On each Payment Date, in accordance with and subject to the applicable Priority of Payments, the Servicer will receive a monthly fee (inclusive of VAT) in respect of the administration, recovery and collection of the Receivables equal to : (i) (ii) 1/12 of 0.75 per cent. of the sum of the Outstanding Principal Discounted Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT); plus, as the case may be, 1/12 of 1.0 per cent. of the sum of: (a) the Outstanding Principal Discounted Balances of the Delinquent Receivables and PAR3322943 128
(b) the Unpaid Balances of all Delinquent Auto Lease Contracts and all Defaulted Auto Lease Contracts excluding written off Receivables serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT) provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 1.0 per cent. of the sum of the Outstanding Principal Discounted Balance of all Performing Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT). Representation and warranties of the Servicer Pursuant to the Master Servicing Agreement, the Servicer has represented and warranted to the FCT that: 1. Status: it is a limited liability company duly incorporated and validly existing under the laws of France, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel) and (ii) it has established appropriate procedures in connection with the prevention of anti-money laundering and obstruction to terrorism in accordance with provisions of title VI of book V of the French Monetary and Financial Code; 2. Non-Violation: the execution, signing and delivery of the Master Servicing Agreement and the other Transaction Documents to which it is a party and the performance of any of its obligations under the Master Servicing Agreement and under the other Transaction Documents to which it is a party do not and will not contravene any limitation imposed by or contained in (a) any law, statute, decree, rule or regulation to which it or any of its assets or revenues is subject, (b) any agreement, indenture, mortgage, deed of trust, bond, or any other document, instrument or obligation to which it is a party or by which any of its assets or revenues is bound or affected, or (c) any document which contains or establishes its constitution; 3. Insolvency Procedures: it is not subject to, and is not aware of any action or demand which may lead to the opening against it of, any of the proceedings set out in book VI of the Commercial Code (including a mandat ad hoc, conciliation, sauvegarde, sauvegarde financière accélérée, redressement judiciaire or liquidation judiciaire) or any similar procedure contemplated by the provisions of any foreign law nor unable to pay its debt due with its available funds (en état de cessation des paiements) (as interpreted under Article L. 613-26 of the French Monetary and Financial Code); 4. Powers and Authorisations: the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted and to sign and deliver, and perform its obligations under the Master Servicing Agreement; 5. Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is required to ensure the creation, validity, legality, enforceability or priority of its obligations under the Master Servicing Agreement and under the other Transaction Documents to which it is a party; 6. Compliance with Consumers Credit Laws and Personal Data Protection Laws: it complies with the applicable provisions of French law relating to consumer credit transactions and to the protection of personal data; 7. Obligations Binding: its obligations under the Master Servicing Agreement are valid and binding on it and enforceable against it in accordance with their respective terms; PAR3322943 129
8. No recourse: it has undertaken irrevocably to waive any right of contractual recourse whatsoever it may have against the Compartment, and more generally the FCT, in respect of the establishment and operation of the Compartment and more generally the FCT; 9. Transaction Documents: it has full knowledge of the provisions of the Transaction Documents and unconditionally accepts their consequences even if it is not a party to certain of the Transaction Documents; and 10. Prospectus: it has full knowledge of the terms and conditions of this Prospectus approved by the Autorité des Marchés Financiers on 19 July 2012 under number FCT N 12-17 and assumes any liability in respect of the information provided under section "Description of the Auto Lease Contracts and the Receivables", "Historical Performance Data", "Statistical Information relating to the Portfolio of Receivables", "Underwriting and Management Procedures" and "Description of Banque PSA Finance Group and the Seller" contained in the Prospectus. Covenants of the Servicer Individual Insurer Pursuant to the Master Servicing Agreement, the Servicer shall, as soon as it is made aware of the destruction or theft of a Car, (i) immediately inform the relevant Individual Insurer that it must pay the amount of any indemnity related to that destruction or theft directly to the Servicer (procédure opposition) and (ii) remit any moneys received from such Individual Insurer to the credit of the General Collection Account on the following Business Day. Other covenants Pursuant to the Master Servicing Agreement, the Servicer has covenanted, as long as there remains any Purchased Receivable outstanding: 1. Scheduled Payments: not to modify the number, the amount and the dates of payments (except for a change of payment dates which results in having all the remaining payment dates brought forward or postponed by the same period of time (such period not exceeding thirty (30) calendar days) (changement de quantième)) of any Scheduled Payments relating to any Auto Lease Contract after the relevant Purchase Date; 2. Auto Lease Contracts: not to modify under any circumstance and for any reason whatsoever the terms and conditions of any Auto Lease Contract after the Purchase Date of the Series of Receivables relating to that Auto Lease Contract, save in accordance with and subject to the terms and conditions of the Master Servicing Agreement, and only in its capacity as an agent of the FCT thereunder; 3. Maintenance of Systems and Procedures: to establish, maintain and implement all necessary accounting, management and administrative systems and procedures (including but not limited to the Servicing Procedures), electronic or otherwise, to establish and maintain accurate, complete, reliable and up to date information regarding the Purchased Receivables including, but not limited to, all information contained in the Monthly Servicer Report and the records relating to the Specially Dedicated Bank Account and all other accounts on which it is collecting the Purchased Receivables; 4. Information on the Receivables: to provide to the Management Company and the Custodian with any information as the Management Company or the Custodian may from time to time reasonably request in respect of the Purchased Receivables and the Ancillary Rights including, for the avoidance of doubt, information reasonably required by the Management Company or the Custodian for any enforcement of the Ancillary Rights; 5. Other Information: to provide the Management Company and the Custodian with any other information (including non-financial information) as reasonably requested by the Management PAR3322943 130
Company or the Custodian from time to time for the purposes of exercising or preserving the rights of the FCT; 6. Inspection of Records: to provide, and to take all necessary measures in order to provide the Management Company, the Custodian, the Seller or any substitute servicer with all necessary information and records in order to provide the information which the Management Company, the Custodian, the Seller or any substitute servicer may request in accordance with the Transaction Documents in a format readable by the Management Company, the Custodian, the Seller or by any substitute servicer or in any other form determined by the Master Servicing Agreement or by any other Transaction Document and to ensure that the data made available in this way can be used at all times without any licenses or other restrictions on its use by the Management Company, the Custodian, the Seller or by any substitute servicer; 7. Access: to permit the Management Company and the Custodian, the external auditors of the Seller acting on behalf of and on instruction of the Management Company or the Custodian, and any other representatives of the FCT, upon reasonable prior notice, to visit the offices of the Seller during normal office hours in order to: (i) (ii) (iii) inspect and satisfy itself or themselves that the systems are in place, maintained in working order and are capable of providing the information to which it or they are reasonably and properly entitled pursuant to the Master Servicing Agreement and which the Seller has failed to supply, within ten (10) days of receiving written notice of such failure; upon reasonable prior notice, to verify any such information which has been provided and which the Management Company or the Custodian has reason to believe is inaccurate; and upon reasonable prior notice, examine the books, records and documents relating to the Purchased Receivables; 8. Information relating to Notification of Obligors: provide to the Management Company or any person appointed by it with the prior approval of the Custodian or any substitute servicer with all information which would be necessary to allow the Management Company or the relevant third party or substitute servicer to notify the Obligors of the assignment of the Purchased Receivables in the event that a Servicer Termination Event occurs; and 9. Direction, Orders and Instructions: to comply with any reasonable directions, orders and instructions that the Management Company may from time to time give to it in accordance with the Master Servicing Agreement and which would not result in it committing a breach of its obligations under the Master Servicing Agreement or an illegal act; in particular, but without limitation, the Servicer shall not be entitled to refuse to notify the Obligors in the cases and circumstances contemplated in the Master Servicing Agreement, should the Management Company so request. 10. No Deposit Taking Activity: to enter into a deposit taking activity with a Debtor included in the Transaction, only if (i) such deposit taking activity does not give rise to any set-off right of the relevant Debtor in respect of any Purchased Receivable or, otherwise (ii) such set-off right has been contractually waived by the relevant Debtor or (iii) the FCT is protected against any risk arising from such set-off right by any suitable means; and 11. Instructions to Debtors: in case of closing of the Specially Dedicated Account or early termination of the Specially Dedicated Account Bank Agreement, to ensure that all subsequent Instalments relating to Purchased Receivables will be paid by the relevant Debtors on the new specially dedicated bank account. PAR3322943 131
Renegotiations Contentious Renegotiations If a Purchased Receivable has become a Defaulted Receivable, or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint is made to the court/tribunal pursuant to title III of chapter III of the French Consumer Code, or article 1244-1 of the French Civil Code, or under any other similar procedure as defined by any regulations in force, the Servicer may participate in view of working out a contractual plan for the resolution of the dispute and/or make propositions of Contentious Renegotiation. Commercial Renegotiations Indemnification Under the Master Servicing Agreement, the Servicer has undertaken to the FCT that it shall not enter into any Commercial Renegotiation in relation to any Series of Receivables, which would result in a modification in the number, the amounts or the dates of payment (except for a change of payment dates which results in having all the remaining payment dates brought forward or postponed by the same period of time (such period not exceeding thirty (30) calendar days) (changement de quantième)) of the Scheduled Payments. Accordingly, the FCT and the Servicer have agreed that in the event that the Servicer enters into any Commercial Renegotiation which would result in the breach of that undertaking, the resulting modification of the Receivable will be deemed, between the FCT and the Servicer, to have entailed the termination of the corresponding Auto Lease Contract and the origination of a new Auto Lease Contract, and the Servicer shall be bound to pay to the FCT, as indemnification for such termination, by no later than the Settlement Date immediately following the Information Date on which such modification was notified by a party to the other, an amount equal to the then Outstanding Principal Discounted Balance of the Series of Receivables relating to the terminated Auto Lease Contract plus any accrued and outstanding interest and any other outstanding amounts of principal, interest, expenses and other ancillary amounts relating to that Series of Receivables as at the Determination Date preceding that Settlement Date (the Rescheduling Indemnification Amount ). Any amount paid to the FCT under these provisions will be exclusively allocated to the Compartment and be credited to the General Collection Account and form part of the Available Collections in the Collection Period during which that amount is paid by the Servicer. The principal amounts paid to the FCT by the Servicer pursuant to this indemnification shall be treated as a Prepayment in accordance with the provisions of the Compartment Regulations. Subject to the payment of the Rescheduling Indemnification Amount in accordance with the above, the different unpaid components of the Purchase Price of the Series of Receivables corresponding to the Auto Lease Contract deemed to be terminated under the above provisions shall nonetheless be paid in accordance with and subject to the applicable Priority of Payments. Limits of the remedies in case of Commercial Renegotiations The remedy set out in this Sub-Section Commercial Renegotiations is the sole remedy available to the FCT in case of a Commercial Renegotiation which would result in the breach by the Servicer, of the undertaking set out in Sub-Section Indemnification above. Under no circumstances may the Management Company request an additional indemnity from the Servicer in relation to any such change. Furthermore, the remedies set out in this Section Renegotiations shall not entitle the Noteholders to assert any claim directly against the Seller, the Management Company having the exclusive competence under article L. 214-49-7 of the French Monetary and Financial Code to represent the Compartment, and more generally, the FCT against third parties and in any legal proceedings. PAR3322943 132
Commingling Reserve The Commingling Reserve is made available to protect the Compartment against the risk of delay or default of the Servicer in all its financial obligations (obligations financières) under the Master Servicing Agreement. In accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code, as security for the full and timely payment of all the financial obligations (obligations financières), contingent and future, of the Servicer towards the FCT, in relation with the Compartment, (including, without limitation, the obligation of the Servicer to transfer to the credit of the General Collection Account the Available Collections), the Servicer shall credit, if required, the Commingling Reserve Account with a Commingling Reserve and, thereafter, adjust the Commingling Reserve Fund, as applicable (remise d espèces en pleine propriété à titre de garantie). The amount standing to the credit of the Commingling Reserve Account at any time shall at least be equal to the Commingling Reserve Required Amount (it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account). On the Closing Date, the Servicer will credit the Commingling Reserve Account with the Commingling Reserve Required Amount applicable on the Closing Date, as security for the full and timely payment of all its financial obligations (obligations financières), contingent and future, towards the FCT, in relation with the Compartment, arising under the Master Servicing Agreement, pursuant to articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise espèces en pleine propriété à titre de garantie). On any Settlement Date, if the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount, such adjustment shall be made, as applicable: (i) by the Servicer, by remitting, in accordance with articles L. 211-36 and L. 211-38 to L. 211-40 of the French Monetary and Financial Code (remise d espèces en pleine propriété à titre de garantie), the necessary amounts to the Commingling Reserve Account on such Settlement Date; or (ii) by the Management Company, by releasing and repaying the excess of (i) the amount standing to the credit of the Commingling Reserve Account over (ii) the Commingling Reserve Required Amount directly to the Servicer on the immediately following Payment Date, it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account. In the event of a breach by the Servicer of its financial obligations (obligations financières) under the Master Servicing Agreement, the Management Company will be entitled to set-off the restitution obligations of the FCT under the Commingling Reserve against the amount of the breached financial obligations (obligations financières) of the Servicer, up to the lowest of (i) the unpaid amount in respect of such financial obligations (obligations financières); and (ii) the amount then standing to the credit of the Commingling Reserve Account, in accordance the article L. 211-38 of the French Monetary and Financial Code and to apply the corresponding funds as part of the Available Collections in accordance with the Priority of Payments on the immediately following Payment Date (or on that date if it is a Payment Date), without the need to give prior notice of intention to enforce the Commingling Reserve (sans mise en demeure préalable). As long as the Servicer meets its financial obligations (obligations financières) under the Master Servicing Agreement (failing which the above provisions shall apply), it has been expressly agreed that the Commingling Reserve Fund shall not be included in the Available Collections of any Collection Period and shall not be applied to cover any payments due in accordance with and subject to the applicable Priority of Payments, nor to cover any Obligors defaults. PAR3322943 133
In accordance with the provisions of the Compartment Cash Management Agreement, the Management Company shall be responsible for giving the required instructions to the Compartment Cash Manager, the Custodian and the Compartment Account Bank, to the effect of investing the sums standing to the credit of the Commingling Reserve Account and paying to the Servicer the financial proceeds resulting from such investment being credited to the Commingling Reserve Account. Such financial proceeds shall be directly paid to the Servicer on each Settlement Date outside any Priority of Payments. Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. Servicer Termination Events Crédipar in its capacity as Servicer has undertaken not to request the termination of the Master Servicing Agreement, so that the administration, the recovery and the collection of the Receivables will be carried out and continued by the Servicer until the Compartment Liquidation Date. The Management Company may terminate the appointment of the Servicer following the occurrence of any of the following events, each of which constitutes a Servicer Termination Event : (a) (b) (c) (d) (d) the Servicer (i) becomes insolvent, is subject to any of the proceedings provided for by book VI of the Commercial Code; or (ii) has its banking license withdrawn pursuant to the applicable regulatory provisions of the French Monetary and Financial Code; or (iii) is subject to injunctions made by the Autorité de Contrôle Prudentiel due to an insolvency risk; other than as a result of force majeure, the Servicer breaches any of its obligations pursuant to the Master Servicing Agreement (other than a breach of a monetary obligation) and such breach, if not remedied in a satisfactory manner within five (5) Business Days after notification in writing to the Servicer by the Management Company, is considered, in the reasonable opinion of the Management Company, to be of a kind which may result in the rating of the Class A Notes being placed on negative outlook or as the case may be on rating watch negative or review for possible downgrade or a withdraw or downgrade of their current rating; as a result of force majeure, the Servicer breaches any of its obligations pursuant to the Master Servicing Agreement (other than a breach of a monetary obligation) and such breach, if not remedied in a satisfactory manner within thirty (30) Business Days after notification in writing to the Servicer by the Management Company, is considered, in the reasonable opinion of the Management Company, to be of a kind which may result in the rating of the Class A Notes being placed on negative outlook or as the case may be on rating watch negative or review for possible downgrade or a withdraw or downgrade of their current rating; in respect of the breach of a monetary obligation pursuant to the Master Servicing Agreement (including the obligation to credit the Commingling Reserve Account on any Settlement Date with such amount as is necessary to ensure that the amount standing to the Comingling Reserve Account is at least equal to the then applicable Commingling Reserve Required Amount), the Servicer has not remedied such breach in a satisfactory manner within five (5) Business Days after notification in writing to the Servicer by the Management Company; or any of the representations and warranties made by the Servicer is false or incorrect and such false or incorrect representation or warranty is considered, in the reasonable opinion of the Management Company, to be of a kind which may result in the rating of the Class A Notes being placed on negative outlook or as the case may be on rating watch negative or review for possible downgrade or withdrawn or downgraded and where such representation or warranty can be remedied by the Servicer, is not remedied in a satisfactory manner within five PAR3322943 134
(5) Business Days after notification in writing to the Servicer by the Management Company to remedy such false or incorrect representation or warranty. Following the occurrence of a Servicer Termination Event as set out above, the Management Company shall appoint with the prior approval of the Custodian (such approval not to be unreasonably withheld or delayed and, if the Management Company considers, having regards to the interest of the Noteholders and Residual Unitholders, that the Custodian is holding or delaying its consent unreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) a back-up servicer. The Management Company undertakes, promptly and within a period of thirty (30) calendar days from the occurrence of a Servicer Termination Event to replace the Servicer with the duly appointed back-up servicer in accordance with article L.214-46 of the French Monetary and Financial Code. The termination of the appointment of the Servicer will become effective as soon as the new servicer being appointed has effectively started to carry his duties. It has been further agreed that the Custodian, in its capacity as co-founder of the Compartment, shall (i) assist the Management Company in replacing the Servicer and (ii) use its best commercial efforts to replace the existing Servicer. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the FCT) and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any substitute servicer or any third party appointed by it with the prior approval of the Custodian (such approval not to be unreasonably withheld or delayed and, if the Management Company considers, having regards to the interest of the Noteholders and Residual Unitholders, that the Custodian is holding or delaying its consent unreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) to) (i) notify the Obligors of the assignment of the relevant Purchased Receivables to the FCT and (ii) instruct the Obligors to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification. If the appointment of the Servicer is terminated following the occurrence of a Servicer Termination Event, the Servicer has undertaken to transfer to the new servicer appointed by the Management Company all necessary information and registrations, in order to effectively transfer the servicing functions relating to the Purchased Receivables. Termination of the Master Servicing Agreement The Master Servicing Agreement shall terminate automatically on the Compartment Liquidation Date. Governing Law The Master Servicing Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. PAR3322943 135
DESCRIPTION OF THE DATA PROTECTION AGREEMENT Appointment of the Data Protection Agent Pursuant to the provisions of the Data Protection Agreement, the Management Company has appointed, with the prior approval of the Custodian, the Data Protection Agent to hold the Decryption Key and perform consistency tests (if required to do so) and the Data Protection Agent has accepted such appointment. Encrypted Data On the Closing Date and on each Subsequent Purchase Date during the Revolving Period, the Seller will deliver to the Management Company an Encrypted Data File. On each Information Date during the Amortisation Period and/or the Accelerated Amortisation Period, the Seller will continue to deliver an updated Encrypted Data File to the Management Company. The personal data contained in the Encrypted Data File shall enable the notification of the Debtors and transfer of direct debit authorisation information in case of a Servicer Termination Event and replacement of the Servicer. The Seller shall update any relevant information with respect to each Purchased Receivable on a monthly basis, to the extent that any such Purchased Receivable remains outstanding on such date, save to the extent that : (i) (ii) the purchase of such Receivable has been rescinded (résolu) in accordance with the provisions of the Master Purchase Agreement, or such Receivable is subject of a repurchase offer or an accepted clean-up offer, in each case, in accordance with the provisions of the Master Purchase Agreement. The Encrypted Data File shall be given by the Seller directly to the Management Company. The Management Company will keep the Encrypted Data File in safe custody and protect it against unauthorised access by any third parties. For the avoidance of doubt, the Management Company will not be able to access the data contained in the Encrypted Data File without the Decryption Key. Delivery of the Decryption Key by the Seller and holding of the Decryption Key by the Data Protection Agent On the Closing Date, the Seller will deliver to the Data Protection Agent the Decryption Key required to decrypt information contained in the Encrypted Data File. The Seller shall not amend or modify the Decryption Key unless with a ten (10) Business Day prior notice to the Management Company, or if so requested by the Management Company, the Custodian or the replacement servicer. If the Decryption Key is the same as the Decryption Key previously delivered by the Seller to the Data Protection Agent, the Seller shall not be obliged to redeliver the same Decryption Key on each Subsequent Purchase Date or Information Date, as applicable, but shall confirm to the Data Protection Agent that no new Decryption Key is necessary. If the Decryption Key on such Subsequent Purchase Date or Information Date, as applicable, is not the same as the previous Decryption Key, the Seller shall deliver to the Data Protection Agent the updated Decryption Key required to decrypt the information contained in the Encrypted Data File delivered on the same date. PAR3322943 136
The Data Protection Agent shall hold the Decryption Key (and any updated Decryption Key, as the case may be) in safe custody and protect it against unauthorised access by any third parties until the Management Company requires the delivery of the Decryption Key in accordance with the Data Protection Agreement. In addition, the Data Protection Agent shall produce a backup copy of the Decryption Key and keep it separate from the original in a safe place. Delivery of the Decryption Key by the Data Protection Agent Immediately upon request by the Management Company (but no later than within two (2) Business Days following receipt of such request), the Data Protection Agent shall deliver the Decryption Key to the Management Company (or to any person designated by the Management Company, including without limitation any replacement servicer). The Management Company has undertaken to request the Decryption Key to the Data Protection Agent and use (or permit the use) the data contained in the Encrypted Data File relating to the Debtors only in the following circumstances: (a) (b) the FCT needs to have access to such data to enforce its rights against the Debtors; or the law requires that the Debtors be informed (including, without limitation in case of a change of the Servicer following the occurrence of a Servicer Termination Event). Other than is the circumstances set out above, the Data Protection Agent shall keep the Decryption Key confidential and shall not provide access in whatsoever manner to the Decryption Key. Upon termination of the appointment of the Servicer pursuant to the Master Servicing Agreement (or from the occurrence of the Servicer Termination Event if necessary to protect the interest of the FCT), and subject to the receipt from the Data Protection Agent of the Decryption Key in accordance with the terms of the Data Protection Agreement, the Management Company will (or will instruct any substitute servicer or any third party appointed by it with the prior approval of the Custodian (such approval not to be unreasonably withheld or delayed and, if the Management Company considers, having regards to the interest of the Noteholders and Residual Unitholders, that the Custodian is holding or delaying its consent unreasonably, the Management Company shall be entitled to set aside the opinion of the Custodian) to) (i) notify the Obligors of the assignment of the relevant Receivables to the FCT and (ii) instruct the Obligor to pay any amount owed under the Purchased Receivables into the General Collection Account or any account specified by the Management Company (or the relevant third party or substitute servicer) in the notification. Termination of the Data Protection Agreement Date. The Data Protection Agreement shall terminate automatically on the Compartment Liquidation The Data Protection Agent can only resign with giving a 30-day prior written notice delivered to the Management Company (with copy to the Custodian, the Seller and the Servicer) and provided that a new Data Protection Agent has been appointed which has undertaken to endorse the same role as the departing Data Protection Agent. General If, (a) the Seller has failed to timely deliver any Encrypted Data File and any Decryption Key in accordance with the Data Protection Agreement; PAR3322943 137
(b) (c) (d) the relevant electronic storage device is not capable of being decrypted; the Encrypted Data File is empty; or there are any manifest errors in the information in such Encrypted Data File, each such circumstance in paragraphs (a) to (d) being a Data Default ), the Management Company shall promptly notify the Seller thereof and the Seller shall remedy the relevant Data Default within ten (10) Business Days of receipt of such notice. If the relevant Data Default is not remedied or waived by the Management Company within five (5) Business Days, the Seller shall give access to such information to the Management Company upon request and reasonable notice. If the relevant Data Default has not been remedied or waived by the Management Company within the period of ten (10) Business Days, such Data Default shall constitute a breach of a material obligation of the Seller upon the expiry of such period. Each of the parties to the Data Protection Agreement has undertaken to comply at any time with the provisions of the data protection laws and agreed that, if they become aware that the Data Protection Agreement is in breach of data protection laws, they will use their best efforts to enter into an alternative data protection arrangement that would not breach the relevant data protection laws. Governing Law The Data Protection Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. PAR3322943 138
SPECIALLY DEDICATED BANK ACCOUNT Specially Dedicated Account Bank Agreement In accordance with articles L. 214-46-1 and R. 214-110 of the French Monetary and Financial Code, the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank have entered into the Specially Dedicated Account Bank Agreement (Convention de Compte Spécialement Affecté) pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté). Operation until notification by the Management Company Credit The Specially Dedicated Account Bank shall be credited in accordance with and subject to the provision of the Master Servicing Agreement. Debit (a) (b) The Servicer has undertaken vis-à-vis the FCT to ensure that the sole means of payment used for the debit of the Specially Dedicated Bank Account are exclusively wire transfers between accounts, which the Specially Dedicated Account Bank has acknowledged and agreed. As long as the Specially Dedicated Account Bank has not received the Notification of Control from the Management Company and without prejudice to the dedicated nature (caractère spécialement affecté) of the Specially Dedicated Bank Account for the benefit of the FCT, the Specially Dedicated Account Bank and the Management Company have expressly agreed that the Servicer will be granted the right to operate the Specially Dedicated Bank Account in giving any instructions of wire transfers from the Specially Dedicated Bank Account, but only for purposes of: (i) (ii) transferring to the General Collection Account, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account; and to the extent not otherwise set off or already deducted or debited pursuant to the provisions of the Specially Dedicated Account Bank Agreement, transferring to any other bank account of the Servicer, any sum standing to the credit of the Specially Dedicated Bank Account but which are not sums owed to the FCT or which are sums due by the FCT to the Servicer, as soon as possible after having given evidence to the Management Company that such amounts are not owed to the FCT, subject to paragraph (f) below. (c) Immediately upon receipt of a Notification of Control from the Management Company: (i) the Servicer shall cease to be entitled to give any instructions to the Specially Dedicated Account Bank, the Management Company only having such right and, pursuant to the provisions of article D. 214-103 of the French Monetary and Financial Code, the Specially Dedicated Account Bank shall conform to the sole instructions of the Management Company (or of any persons designated by it) in relation to the debit operations of the Specially Dedicated Bank Account; any instruction relating to the debit of the Specially Dedicated Bank Account given by the Servicer shall be deemed null and void; any current debit wire transfers made by the Servicer shall be suspended unless the relevant transfer is to be made to the General Collection Account; and PAR3322943 139
(ii) the Specially Dedicated Account Bank shall (x) immediately comply exclusively with the instructions of the Management Company (or any other person designated by it) relating to the operation of the Specially Dedicated Bank Account (including in relation to any debits in order to honor any cheques, automatic wire transfers, bills of exchange, bills, promissory notes, acceptations, tradable bonds, including the payment of any amounts due to the Specially Dedicated Account Bank or any other payment), it being provided that the Specially Dedicated Account Bank shall be entitled, without being liable for it and without any further verification, to rely on any instructions or written certificates issued by the Management Company (or any other person designated by it) following the receipt of the said Notification of Control; (y) suspend any current debit wire transfers made by the Servicer, except those wire transfers made to the General Collection Account; and (z) refuse to take into consideration any instruction in relation to the Specially Dedicated Bank Account given by a person not being directly authorised by the Management Company (without prejudice to its other obligations pursuant to the Specially Dedicated Account Bank Agreement). (d) Immediately upon receipt of a Notification of Release, addressed to the Specially Dedicated Account Bank by the Management Company with copy to the Servicer: (i) (ii) the Servicer shall be again entitled to operate the Specially Dedicated Bank Account by giving credit and debit instructions to the Specially Dedicated Account Bank; and the persons authorised by the Servicer shall be entitled to operate the Specially Dedicated Bank Account, it being specified that the delivery of a Notification of Release is without prejudice of the right for the Management Company to send further Notifications of Control. (e) Credit Reversals In the event that Available Collections credited on the Specially Dedicated Bank Account are subject to a Credit Reversal, the Parties acknowledge and agree that the amount of Credit Reversals shall be deducted from the Available Collections transferred by the Servicer to the Specially Dedicated Account in accordance with the provisions of the Specially Dedicated Account Bank Agreement; (f) If, on a given Business Day, the Specially Dedicated Account Bank is instructed to make either: (i) (ii) a debit in favour of Crédipar only and such debit would result in the Specially Dedicated Bank Account having a negative balance; or a debit in favour of the FCT and a debit in favour of Crédipar and the combination of both debits would result in the Specially Dedicated Bank Account having a negative balance, the parties to the Specially Dedicated Account Bank Agreement have acknowledged and agreed that: (A) (aa) prior to the delivery of a Notification of Control or (bb) following the delivery of a Notification of Release: (I) the Specially Dedicated Account Bank shall be authorised to instruct in priority the debit in favour of Crédipar (only to the extent such debit would not result in the Specially Dedicated Account Bank having a negative balance, in which case such debit will be automatically postponed in whole or in part until the credit balance of the Specially Dedicated Bank Account is sufficient to allow such debit); and PAR3322943 140
(II) the debit instruction in favour of the FCT will be automatically postponed in whole or in part until the credit balance of the Specially Dedicated Bank Account is sufficient to allow such debit; and (B) following the delivery of a Notification of Control and for so long as no Notification of Release has been duly delivered, the operations set out in paragraph (A) above will no more be permitted without the prior express consent of the Management Company. Change of Specially Dedicated Account Bank If the Specially Dedicated Account Bank ceases to have the Account Bank Required Ratings, the Management Company will terminate the Specially Dedicated Account Bank Agreement and the Servicer will appoint, with the prior approval of the Management Company (such approval not to be unreasonably withheld or delayed), a new specially dedicated account bank within thirty (30) Business Days and close the Specially Dedicated Bank Account, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). Either the Specially Dedicated Account Bank or the Servicer (on giving a 1-month prior written notice) may terminate the Specially Dedicated Account Bank Agreement, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that an agreement, substantially in the form of the Specially Dedicated Account Bank Agreement, has been executed and a new specially dedicated account has been opened with a new specially dedicated account bank with the Account Bank Required Ratings). Governing Law The Specially Dedicated Account Bank Agreement shall be governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. PAR3322943 141
UNDERWRITING AND MANAGEMENT PROCEDURES General Information Organisation Credipar is the French subsidiary of Banque PSA Finance in charge of providing financing, through loans or leases to buyers of Peugeot and Citroen vehicles in France. Credipar also manages a limited amount of outstanding liquidity facilities for individuals and loans with dealers. Credipar was established in 1979 and has been a 99.99% of Banque PSA Finance since December 1998. Its head office is established in Levallois-Perret (near Paris). Credipar mainly offers products such as: (a) (b) Loans (financing scheme): 63,7% of new financings for the year 2011 and 38,3% of all outstanding amounts; and Leases (long term or with a purchase option): 36,3% of new financings for the year 2011 and 61,7% of all outstanding amounts. Credipar uses a common network, and operates similar underwriting, debt management and collection procedures for all its activities. Credipar employed 834 people at the end of 2011 Description of Credipar's regional network Credipar operates through a network of 14 branches divided into five regions across the French territory which corresponds to Peugeot and Citroen regional organizations. Each Credipar branch has: - On the one hand, commercial teams, which report to head office Commercial Divisions (Peugeot and Citroen) - On the other hand, operations teams responsible for the underwriting process; they report to head office Operations Division Credipar's products are marketed and distributed through the points of sale of Peugeot and Citroën's dealers. Each Peugeot and Citroen dealer is connected to a Credipar branch. Credipar marketed its car finance products through approximately 99% of the points of sale of Peugeot and Citroën. The underwriting process is managed by the Operation Division (Direction des Opérations France) which operates through specialised departments at head office as well as regional teams located within the branches. PAR3322943 142
Underwriting and validation of the lease applications Underwriting procedures The approval process is conducted by an expert system that is integrated in the credit scoring system in use at Crédipar (SEDRE for individuals and ADES for companies). It is operated solely by the personnel in charge of accepting applications. The procedure for the origination and assessment of a lease application until its approval or decline is as follows: The lease application is recorded in the system NSID-FORCE (a simulation system implemented in all points of sale) based on a questionnaire completed by the client; The risk is assessed and the application gets a scored; SEDRE or ADES give a recommendation based on the score; For an application with an orange or red score, the application is considered as under management: - For private customers, applications scored orange or red are processed by the relevant employees of the branch, depending on their delegation levels. - For commercial clients, a specialist department at the head office Operations division performs the analysis. Further analysis is performed; The information is transferred into a form; If the application is accepted: the approval is formalised through an electronic signature. The original signature of the borrower is also kept in the physical file; The approval or the decline is transmitted to the relevant Peugeot or Citroen dealer; All documents used in the analysis of the application are filed (electronically and/or physically). Risk assessment Credit scoring Crédipar applies a credit scoring to all its lease applications. This scoring matrix has been used by Crédipar since 1985. The scoring modules are specific to individuals and companies. For individuals, the scoring uses the client s details (age, income, other loans and leases, profession, employment history, bank history, etc), the type of vehicle leased (new car or used car, age of the vehicle, purchase price, etc) the characteristics of the leasing (amount borrowed, term, downpayment, etc) external and internal databases; internal information, e.g. if the client has already taken a lease or a loan from Crédipar is an important factor. PAR3322943 143
For companies, the scoring uses the identification of the company (legal form, financial statements ) and of the manager. Further information is analysed for newly created companies (less than three years). The main changes affecting scoring have been the development of the expert system SEDRE in 1993 and ADES in 1995, which include the implementation of an expert system to detect inconsistent applications and help combat fraud (in 1995) and the normalisation of the score as a probability of the client s defaulting (in 1997). The credit scoring system is the main factor underpinning the underwriting process conducted by SEDRE and ADES: A green score results in the automatic approval of the application. An orange score results in the assessment of the application by the relevant employee in the Branch or in the head office; and A red score means that the application can be accepted only exceptionally by the regional operations manager or the head office (overriding). The scoring performances are monitored on monthly basis. The main indicators followed are: The breakdown of applications by score. The application of the recommendations of the score (and overrides). The discriminatory features of the score and of each of its elements; The monitoring of arrears depending on the score. Behavioural scoring When evaluating a new application by an existing or previous customer, either an individual or a company, the payment profile of any previous or other existing leases and loans by the applicant is automatically taken into account via an internal file containing defaults and late payments called Fichier des Incidents de Paiement'' or FIP (History of missed payments). Assessment of the financial solvency of the Debtors ratio. The financial solvency of an applicant is evaluated according to his or her debt to income During the assessment of the application at the underwriting stage, the supporting documents provided to evidence the income of the Debtor (pay slips) are checked. The debt to income ratio is calculated by dividing the sums of all monthly debt obligations by the net monthly family income. Original Loan to Value ratio (OLTV) The loan to value ratio is calculated by dividing the total amount of financing applied for by the purchase price of the financed asset. There is no minimum personal down payment and the maximum loan to value ratio permitted is 100 per cent. External databases Apart from the behavioural database FIP, external databases on credit delinquencies managed by the Banque de France are systematically consulted for each application (Fichier National PAR3322943 144
des Incidents de Remboursement des Crédits aux Particulier ~ FICP, and Fichier Central des Chèques). Levels of decision making For private customer, the final decision remains with the branch where the application has been initiated. For commercial clients, the head office makes the final decision (notwithstanding limited delegation authorized to the branches). Validation of applications The information for each lease application is entered into the system at the point of sale (Peugeot or Citroen Dealer). It is later checked and validated by a specialised and independent unit of the branch located at the head office, which cross checks the information contained in the file with the supporting documents and checks that the documents have been signed. The validation team is also responsible for any applicable registration of pledges and ownership clauses. In addition to the systematic validation of each lease application, a specialist team within the validation team, controls thoroughly a significant percentage of new applications for each Peugeot and Citroen point of sale. Management of performing leases and collection procedures Performing leases and loans are managed by the Operations division (Directions des Operations France - DOPF) in which one department is dedicated to private customer (27 people) and another to commercial client (23 people). The Collection Division (Direction du Recouvrement - DREC) has 119 members and deals with all late payments (other than those resulting from technical problems) as well as any disputes. In 2008, Banque PSA Finance set up a dedicated structure in Warsaw, Poland, in charge of carrying out Amicable Collection (Recouvrement Amiable) for French, British, German and Austrian debtors in arrears. This servicing platform and call center operates with similar collection procedures for all clients and is managed at corporate level by Banque PSA Finance. The payment schedule is established mainly on a monthly basis (the 5th, 10th, 15th, 20th, 25th or end of the month). The method of payment for Debtors of current leases is by direct debit; for an overdue balance, a cheque or postal order may be used. Prepayments Full prepayments are allowed starting from the 13 th required. rental payment. No prior notice is Prepayment penalties are 7% of the outstanding balance when prepayment occurs within the first year of the contract, and 6% when later. Late payments and litigation The system detects late payments as soon as a direct debit has been missed, i.e. a few days after its due date. The lease is then considered in arrears and amicable collection procedures are automatically started. PAR3322943 145
In the first 30 days following the due date, the lease generally goes through Amicable Automatic Collection (Recouvrement Amiable Automatique - RAA), during which the Debtor may be granted some flexibility on payments depending on his or her credit history. A second direct debit is then taken (Seconde Présentation Automatique - SPA) within 30 days. If the SPA and the next instalment have been missed, the overdue account goes to Amicable Collection procedure (Recouvrement Amiable - RA), which is operated by Warsaw call center. The collection officer calls the Debtor to enquire about the causes for non-payment and initiate a payment promise program. In most cases, a promise is made by the Debtor to pay at an agreed date. A letter is automatically sent out to the Debtor confirming the terms of the promise. If the overdue amount has not been paid within the maximum of 90 days after the due date of the first overdue instalment, the lease goes to the Legal Collection Proceedings Phase 1A (Recouvrement Judiciaire 1A). This phase is operated by the Collection Division in France. The lease officer then makes the decision whether or not to file a claim with the court to start legal proceedings against the Debtor with a view to repossessing the vehicle. An amicable resolution will continue to be sought with the Debtor throughout this process. The period between the service of the claim form and the repossession or the restitution of the vehicle is generally less than or equal to 70 days. The transfer to the litigation department (Recouvrement Contentieux) for enforcement generally occurs within the month following the default (a maximum of 150 days maximum after the due date of the first overdue instalment). The change of status of the lease is then irreversible. Forfeiture is pronounced once the lease is transferred to the litigation department, either automatically or upon order of the lease officer. When the lease enters Legal Collection Proceedings Phase 1B (Recouvrement Judiciaire 1B) an injunction to pay is sought in order to recover the balance still possibly due after the repossession of the vehicle. Once all attempts to resolve a case in court or with the Debtor have been unsuccessful, the case is then transferred to a management department dealing with long-term debt recovery cases. In the event of insolvency of the Debtor, the file is left under surveillance and is re-examined on a regular basis, using specialised software dedicated for this use by the management department. Sale of the vehicles The vehicle may be sold for the benefit of the lenders in two cases: if the Debtor has voluntarily returned the vehicle or if the vehicle has been repossessed following a court order. The type of sale generally considered is by auction. In certain cases, vehicles are sold to dealers or licensed garages. The decision to sell is made by the lease officer and occurs when it has not been possible to obtain an amicable arrangement with the Debtor. Personal insolvency management (Neiertz procedure) Personal insolvencies are dealt with separately by a specialised team. Some Debtors may appear to be insolvent without being in default on leases granted by Crédipar (for example, no payment is overdue). To trigger the Neiertz treatment at Crédipar, the Banque de France must have initially accepted the case. The file is then marked in the database of Crédipar. According to Crédipar Servicing Procedures, a receivable that is subject to a Neiertz procedure is not classified as defaulted nor delinquent solely as a result of the start of this procedure. The number of days unpaid will prevail. When the Banque de France has accepted the Neiertz file, the file is frozen and the test on number of days unpaid is not applied anymore. Only after issuance of a restructuring plan including partial or full write-down of the receivable, the file will be classified as defaulted as per the Servicing Procedures. PAR3322943 146
DESCRIPTION OF BANQUE PSA FINANCE GROUP AND THE SELLER Organisation of Banque PSA Finance Introduction Banque PSA Finance ( BPF ) is the parent company of the Banque PSA Finance group BPF Group ) operating in twenty-four countries. The BPF Group offers a full range of retail financing products to customers of the two brands Peugeot and Citroën as well as floor-stock and replacement parts financing for the two carmakers dealers. It is not involved substantially in any other type of financing activities. Although fully owned by PSA Peugeot Citroën, BPF is not responsible for the funding of the PSA group s industrial activities and has limited exposure to the group. BPF s activities are mainly based in Western Europe France, Germany, the UK and Spain being its key markets. However, Central Europe is playing an increasingly important role. It has a key function in PSA Peugeot Citroën s strategy to offer customers integrated products, financing and service packages that meet their needs. BPF strengthens relationships with car dealers by providing them with a full array of specially tailored financing and services sales support systems. BPF is also developing integrated products including such automobile-related services as maintenance and extended warranties, whose subscription-based delivery makes them more attractive to customers. These integrated products are also offered to buyers of used vehicles. BPF also offers auto insurance through a programme with specialist partners that offers specific insurance solutions for the Peugeot and Citroën brands. In terms of wholesale financing, BPF finances the new and replacement vehicles, parts inventories of both the Peugeot and Citroën brands and all car dealer networks in the countries where it operates, as well as meeting certain other working capital and equipment financing needs. BPF was incorporated in France as PSA Finance Holding and established as a French société anonyme on 15 December 1982 under registration number RCS PARIS B 325 952 224. BPF s term of incorporation will expire on 15 December 2081 unless extended or dissolved before such date. PSA Finance Holding changed its name to Banque PSA Finance Holding on 26 July 1995 and subsequently to Banque PSA Finance following approval by its shareholders on 15 July 1998. On 26 July 1995, BPF was registered as a bank and as such is regulated by French bank authorities (Commission Bancaire). BPF operates under articles L. 210-1 and following of the French Commercial Code and under articles L. 511-1 and following of the French Monetary and Financial Code. BPF s head office is located at 75, avenue de la Grande Armée, 75116 Paris, France. BPF is a wholly-owned subsidiary of Peugeot S.A. Its authorised and issued capital is currently EUR 177,408,000, with a share capital divided into 11,088,000 shares of common stock with a par value of EUR 16. BPF s shares are not listed on any stock market. Peugeot S.A. s shares are listed on the Eurolist by Euronext (Paris, Bruxelles and Amsterdam). They are also traded on the International SEAQ market in London and in the United States of America in the form of sponsored American Depositary Receipts (ADRs) traded on the New York over-the-counter market. International presence The BPF Group does business in France, Germany, the United Kingdom, Italy, Spain, Belgium, The Netherlands, Portugal, Switzerland, Austria, Brazil, Argentina, Poland, Czech Republic, Slovakia, Luxembourg, Hungary, Mexico, Slovenia, Turkey, China, Croatia, Russia and Malta. PAR3322943 147
In 2006, BPF set up a finance company in partnership with Bank of China and a new marketing subsidiary in Turkey, with a local banking partner. In January 2008, BPF extended its operations in Slovenia through a joint venture with a banking partner. In June 2008, BPF again set up a financing business in Algeria. The company which is 98%- owned by PSA Financial Holding B.V. and 2% by Banque PSA Finance. In June 2008, Banque PSA Finance increased the capital of its subsidiary PSA Assurance S.A.S. This subsidiary acts as the French holding company of PSA Services Ltd, an entity in Malta that owns two local insurance companies. The set up of this life insurance company and property and casualty insurance company allows to offer customers an increasingly comprehensive service offering tailored to their needs. In July 2008, BPF set up in Croatia to develop financing business in the local market. The company is wholly-owned by PSA Financial Holding B.V. At the end of June 2009, Banque PSA Finance bought 98% of AIG Bank Rus, of which 50% through PSA Financial Holding B.V. Named Bank PSA Finance Rus, this new subsidiary started its operations in August 2010. Banque PSA Finance in France In France, the Banque PSA Finance group conducts its financing business with Sofira and the retail financing network of Crédipar.. Crédipar The Compagnie Générale de Crédit aux Particuliers or Crédipar is the French subsidiary of Banque PSA Finance in charge of providing financing, through loans or leases to buyers of Peugeot and Citroen vehicles in France. Credipar was established in 1979 and has been a 99.99% of Banque PSA Finance since December 1998. Crédipar is registered as a credit institution. Crédipar provides financing services to purchasers of Peugeot and Citroën cars. These financing services include redeemable automobile credits, leasing contracts with purchase option and long-term leasing for new and used vehicles. Credipar also manages a limited amount of outstanding liquidity facilities for individuals and loans with dealers. Key Figures of the Seller Févr. 2012 2011 2010 Evolution 2011/2010 French Automobile Market 376 647 2 633 483 2 669 281-1,3% Registration PSA Group 117 398 840 784 871 875-3,6% PSA Market Share 31,2% 31,9% 32,7% -0,7pt New Vehicles financed by Credipar 35 941 229 899 242 991-5,4% PAR3322943 148
% of PSA new vehicles financed by Credipar (penetration rate) 30,6% 27,3% 27,9% -0,5pt Used vehicles financed by Credipar 13 018 75 671 82 025-7,7% Total number of financed vehicles 48 959 305 570 325 016-6,0% of which Loans 26 672 173 979 195 770-11,1% of which Leases 22 287 131 591 129 246 1,8% Retention and disclosure requirements under the Capital Requirements Directive Banque PSA Finance, in its capacity as Class B Notes Subscriber and Crédipar in its capacity as subscriber of the Residual Units, shall on a consolidated basis retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5% of the nominal amount of the securitised exposures. At the date of this Prospectus such interest is retained in accordance with item (d) of article 122a paragraph 1 of Directives 2006/48/EC and 2006/49/EC, as amended by Directive 2009/111/EC, as the same may be amended from time to time (the "Capital Requirements Directive") (as implemented in France in article 217-1(a)(iv) of the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time (the 2007 Order )), by the holding all the Class B Notes and all the Residual Units issued by the FCT in relation with the Compartment. As condition precedent to the purchase of Additional Receivables on Subsequent Purchase Dates, the Management Company shall have received prior written confirmation from the Custodian that Banque PSA Finance holds all of the Class B Notes and Crédipar holds all of the Residual Units. In each of the Class A Notes Subscription Agreement and the Class B Notes and Residual Units Subscription Agreement, Banque PSA Finance and Crédipar has: (i) (ii) (iii) adhered to the requirements set out in paragraph 6 of article 122a of the Capital Requirements Directive (as implemented in France in article 217-1(f)) of the 2007 Order); undertaken to the Joint Lead Managers and the FCT that it shall at all times comply with the provisions of the 2007 Order implementing inter alia article 122a of the Capital Requirements Directive and make appropriate disclosures to the Noteholders about the retained net economic interest in the securitisation transaction contemplated in this 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): and undertaken to the Joint Lead Managers and the FCT that it shall at all times retain the ownership of the Class B Notes (as far as Banque PSA Finance is concerned) and the Residual Units (as far as Crédipar is concerned). Crédipar has also undertaken to the Joint Lead Managers and the FCT to procure that Banque PSA Finance complies with such undertaking. An overview of the retention of the material net economic interest by Banque PSA Finance and Crédipar in compliance with the Capital Requirements Directive will be provided in the Investor Report available to investors (see Sub-Section CALCULATIONS AND DETERMINATIONS DUTIES OF THE MANAGEMENT COMPANY ). Each prospective investor is required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 122a of the Capital Requirements Directive and its own situation and obligations in this respect. PAR3322943 149
Each of Banque PSA Finance and Crédipar accepts responsibility for the information set out in this paragraph. PAR3322943 150
USE OF PROCEEDS The proceeds of the issue of the Class A Notes shall be 723,600,000, the proceeds of the issue of the Class B Notes shall be 356,400,000,and the proceeds of the issue of the Residual Units shall be 300. The total proceeds of the offering of the Notes and the Residual Units shall be 1,080,000,300 which will be applied by the Management Company (i) to finance the purchase of the Purchased Receivables from the Seller, on the First Purchase Date, in accordance with and subject to the terms of the Master Purchase Agreement and (ii) for an amount equal to the difference between such proceeds and the Principal Component Purchase Price, being equal to 770.45, to fund the purchase of the Additional Receivables from the Seller, on any Subsequent Purchase Date. PAR3322943 151
TERMS AND CONDITIONS OF THE NOTES The following are the terms and conditions of the Notes in the form (subject to completion and amendment) in which they will be set out in the Compartment Regulations. These terms and conditions include summaries of, and are subject to, the detailed provisions of, the FCT Regulations and the other Transaction Documents. The 723,600,000 Class A Notes due 27 July 2026 (the Class A Notes ), the 356,400,000 Class B Notes due 27 July 2026 (the Class B Notes and, together with the Class A Notes, the Notes ) of the Compartment shall be issued pursuant to the General Regulations dated 23 November 2010 and the Compartment Regulations to be dated on or before the Closing Date or such later date as may be agreed between the Management Company and the Custodian (collectively, the FCT Regulations ) and are subject to these terms and conditions (the Conditions ). Under a paying agency agreement dated on or before the Closing Date (the Paying Agency Agreement ) between the Management Company, the Custodian and CACEIS Corporate Trust as paying agent (the Paying Agent ), among other things, the Management Company will appoint, with the prior approval of the Custodian, the Paying Agent to make payments of principal, interest and other amounts (if any) in respect of the Notes on its behalf. These Conditions are subject to, the detailed provisions of, the Compartment Regulations, the Paying Agency Agreement and the other Transaction Documents. The Noteholders and all persons claiming through them or under the Notes are entitled to the benefit of, and are bound by, the FCT Regulations, copies of which are available for inspection at the specified office of the Paying Agent. 1. Form, Denomination and Title (a) 723,600,000 Class A Notes due 27 July 2026 and the 356,400,000 Class B Notes due 27 July 2026 will be issued by the FCT in denominations of 100,000 each. The Notes will at all times be represented in book entry form (dématérialisée), in compliance with article L. 211-4 of the French Monetary and Financial Code. No physical documents of title will be issued in respect of the Notes. (b) (c) The Class A Notes will, upon issue, (i) be admitted to the operations of Euroclear France (acting as central depositary) which shall credit the accounts of Account Holders affiliated with Euroclear France and (ii) be admitted in the Clearing Systems. In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). The Class B Notes will not be cleared. Title to the Class A Notes passes upon the credit of those Class A Notes to an account of an intermediary affiliated with the Clearing Systems. The transfer of Class A Notes in registered form shall become effective in respect of the FCT and third parties by way of transfer from the transferor s account to the transferee s account following the delivery of a transfer order (ordre de mouvement) signed by the transferor or its agent. Any fee in connection with such transfer shall be borne by the transferee unless agreed otherwise by the transferor and the transferee. Title to the Class B Notes shall at all times be evidenced by entries in the register of the Custodian, and a transfer of such Notes may only be effected through registration of the transfer in such register.. PAR3322943 152
2. Status and Relationship between the Class A Notes and the Class B Notes (a) Status The Notes constitute direct, secured and unconditional obligations of the FCT in respect of the Compartment and all payments of principal and interest on the Notes shall be made to the extent of the Available Distribution Amount, in accordance with and subject to the relevant Priority of Payments. (b) Relationship between the Class A Notes, the Class B Notes and the Residual Units During the Revolving Period, the Amortisation Period or the Accelerated Amortisation Period, payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes and payments of interest in respect of the Residual Units are subordinated to payments of interest in respect of the Notes of all classes. During the Amortisation Period, payments of interest and principal will be made monthly in arrears on each Payment Date until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes is reduced to zero and (ii) the Final Legal Maturity Date, provided that (a) payments of principal due under the Class B Notes will start to be made only after payments of principal due under the Class A Notes have been made in full, in accordance with and subject to the applicable Priority of Payments and (b) payments of interest in respect of the Class B Notes are subordinated to payments of interest in respect of the Class A Notes and payments of interest in respect of the Residual Units are subordinated to payments of interest in respect of the Notes of all classes. During the Accelerated Amortisation Period, payments of interest and principal will be made monthly in arrears on each Payment Date until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes is reduced to zero and (ii) the Final Legal Maturity Date, provided that payments of principal and interest due under the Class B Notes will start to be made only after the payments of principal and interest due under Class A Notes have been made in full, in accordance with and subject to the applicable Priority of Payments. On each Payment Date during the Accelerated Amortisation Period, payments of principal and interest due on the Class A Notes will rank prior to payments of principal and interest due in respect of the Class B Notes. (c) Priority of Payments during the Revolving Period and the Amortisation Period During the Revolving Period and the Amortisation Period, the Management Company will, on each Payment Date, apply the Available Distribution Amount in accordance with the following Priorities of Payments, as determined by the Management Company pursuant to the terms of the Compartment Regulations and the provisions of sub-paragraphs (i), (ii) and (iii) below. (i) Interest Priority of Payments During the Revolving Period and the Amortisation Period, the Available Interest Amount standing to the credit of the Interest Account will be applied on each Payment Date by the Management Company towards the following priority of payments but only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full: (a) (b) payment on a pro rata basis of the Compartment Expenses (save for the remuneration payable to the Paying Agent) and, in priority to such payment (if any), payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of any Net Senior Swap Amounts and of any Swap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if PAR3322943 153
any)) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may be, in priority to such payment, payment on a pro rata and pari passu basis of Net Senior Swap Amount Arrears and Senior Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; (c) (d) (e) (f) (g) (h) (i) (j) (k) payment on a pro rata and pari passu basis of the Class A Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date together with the remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of any Class A Notes Interest Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; transfer to the credit of the General Reserve Account of an amount equal to the General Reserve Required Amount, by debiting such General Reserve Required Amount from the Interest Account; transfer to the credit of the Principal Account of an amount equal to the Principal Deficiency Amount as calculated by the Management Company in respect of such Payment Date; payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement and, as the case may be, in priority to such payment, payment of any Senior Swap Subordinated Termination Amounts Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Class B Interest Amounts due and payable in respect of the Interest Period ending on such Payment Date and, in priority to such payment, payment of any Class B Notes Interest Shortfall, calculated by the Management Company on previous Payment Dates and remaining due on and unpaid such Payment Date; if on such Payment Date the General Reserve Required Amount is lower than the General Reserve Required Amount on the previous Payment Date, the Management Company shall instruct the Custodian and the Compartment Account Bank to return to the Seller as reimbursement of the General Reserve Cash Deposit an amount equal to the excess of (x) the General Reserve Required Amount applicable on the previous Payment Date over (y) the current General Reserve Required Amount; (x) in respect of the first Payment Date only, payment to the Seller of the Interest Component Purchase Price of the Purchased Receivables purchased on the First Purchase Date and (y) in respect of the subsequent Payment Dates, payment to the Seller of the Interest Component Purchase Price of the Purchased Receivables purchased on the penultimate Purchase Date prior to such Payment Date and, in priority thereto, payment to the Seller of the Interest Component Purchase Price or portion of Interest Component Purchase Price of any Purchased Receivables purchased on any previous Purchase Dates remaining due and unpaid on such Payment Date; and payment of the remaining credit balance of the Interest Account as interest to the holders of the Residual Units. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, all amounts standing to the credit of the General Collection Account only will only be applied in the payment of items (a), (b) and (c) of the above PAR3322943 154
Interest Priority of Payments (to the exclusion of any other payments) and the items otherwise due and payable on that Payment Date will be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. (ii) Principal Priority of Payments During the Revolving Period and the Amortisation Period, the Available Principal Amount standing to the credit of the Principal Account (together with the amounts credited by debiting of the Interest Account, with respect to any Principal Deficiency Amount) will be applied on each Payment Date by the Management Company towards the following priority of payments but only to the extent that all payments or provisions of a higher priority due to be paid or provided for have been made in full: (a) (b) (c) (d) (e) during the Amortisation Period (only), payment in the order of priority there stated of the amounts referred to in paragraphs (a), (b) and (c) (inclusive) of the Interest Priority of Payments, but only to the extent not paid in full thereunder after application of Available Interest Amount in accordance with the Interest Priority of Payments; during the Revolving Period (only), payment of the Principal Component Purchase Price of each Series of Receivables purchased on the Subsequent Purchase Date falling immediately prior to such Payment Date to the Seller, to the extent where that Principal Component Purchase Price has not been set-off with Non-Conformity Rescission Amounts (if any); during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata basis of the Class A Principal Payments due to the Class A Noteholders; during the Amortisation Period (only), or in case of a Partial Early Amortisation Event, payment on a pro rata basis of the Class B Principal Payments due to the Class B Noteholders; payment of the Liquidation Surplus to the holders of the Residual Units on the Compartment Liquidation Date, as final payment in principal and interest. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, on a Reduced Payment Date, no payment shall be made under the above Principal Priority of Payments and items otherwise due and payable on that Payment Date shall be paid on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. (iii) Accelerated Priority of Payments On any Payment Date following the occurrence of an Accelerated Amortisation Event and on the Compartment Liquidation Date, all amounts standing to the credit of the General Collection Account, together with all monies standing to the credit of the Principal Account and the Interest Account (if any), will be applied in the following priority of payments: (a) (b) (c) payment on a pro rata basis of the Compartment Expenses and, in priority to such payment, payment of any Compartment Expenses Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Net Senior Swap Amounts and of any Senior Swap Termination Amount (other than the Senior Swap Subordinated Termination Amounts (if any)) due to the Interest Rate Swap Counterparties under the Interest Rate Swap Agreements and, as the case may be, in priority to such payment, payment on a pro rata and pari passu basis of Net Senior Swap Amount Arrears and Senior Swap Termination Amount Arrears calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Class A Interest Amounts due in respect of the Interest Period ending on such Payment Date together with the remuneration of the Paying Agent and, in priority to such payment, payment on a pro rata and pari passu basis of any PAR3322943 155
Class A Notes Interest Shortfall, together with any arrears of remuneration of the Paying Agent, calculated by the Management Company on previous Payment Dates and remaining due and unpaid on such Payment Date; (d) (e) (f) (g) (h) (i) (j) (k) (l) (iv) transfer to the credit of the General Reserve Account of an amount equal to the General Reserve Required Amount, by debiting such General Reserve Required Amount from the General Collection Account; redemption in full of the Class A Notes (on a pro rata basis); payment of the Senior Swap Subordinated Termination Amount (if any) due to the relevant Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreement, as the case may be, in priority to such payment, payment of the Senior Swap Termination Subordinated Payments Arrears (if any) calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; payment on a pro rata and pari passu basis of the Net Junior Swap Amounts and of any Junior Swap Termination Amount due to the Junior Swap Provider under the Junior Swap Agreement and, as the case may be, in priority to such Net Junior Swap Amounts, payment on a pro rata and pari passu basis of any Net Junior Swap Amount Arrears and Junior Swap Termination Amount Arrears calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date payment on a pro rata and pari passu basis of the Class B Interest Amounts due in respect of the Class B Notes and, in priority to such payment, payment of any Class B Interest Amounts Shortfall calculated by the Management Company on the previous Payment Dates and remaining due and unpaid on such Payment Date; redemption in full of the Class B Notes (on a pro rata basis); subject to the full redemption of the Notes of each class, repayment to the Seller of an amount equal to the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date; payment of any Interest Component Purchase Price remaining unpaid to the Seller; on the Compartment Liquidation Date, payment to the holder of the Residual Units of an amount equal to the Liquidation Surplus, as final payment in principal and interest. Deficiency Amount Under the Compartment Regulations, the Management Company in respect of each Payment Date shall calculate the Principal Deficiency Amount. An amount equal to the Principal Deficiency Amount (if any) shall be transferred from the Interest Account to the Principal Account on each Payment Date during the Revolving Period and the Amortisation Period in accordance with and subject to the applicable Priority of Payments. (v) Use of replacement swap premium (soulte) In the event that an Interest Rate Swap Counterparty is replaced by a new eligible swap counterparty, any replacement swap premium (soulte) paid by such replacement swap counterparty to the FCT shall be used by the Management Company for the purpose of paying any termination amounts payable by the FCT to that Interest Rate Swap Counterparty under the relevant Interest Rate Swap Agreements, outside any Priority of Payments, and, once any such termination amounts have been discharged in full, the excess if any, of that replacement swap premium (soulte) over those termination amounts shall be included in the Available Interest Amount and applied in accordance with the applicable Priority of Payments. PAR3322943 156
3. Interest (a) General Each Note accrues interest on its Principal Amount Outstanding, from the Closing Date (inclusive) until the later of the date when the Principal Amount Outstanding of such Note is reduced to zero and on the Final Legal Maturity Date. (b) (i) Payment Dates and Interest Periods Interest during the Revolving Period and the Amortisation Period During the Revolving Period and the Amortisation Period, interest in respect of the Notes will be payable monthly in arrears with respect to each Interest Period corresponding to the 25 th day of each month in each year, each of which is a Payment Date. If any Payment Date falls on a day which is not a Business Day, such Payment Date shall be postponed to the next day which is a Business Day unless such Business Day falls in the next calendar month, in which case the Payment Date shall be brought forward to the immediately preceding Business Day. The first Payment Date shall be the 25 th day of September 2012. By way of exception to the above and notwithstanding any provision to the contrary in any Transaction Document, if the Payment Date is a Reduced Payment Date, interest due and otherwise payable under the Class B Notes on that Payment Date shall not be paid on that date but on the immediately following Payment Date, in accordance with and subject to the then applicable Priority of Payments. (ii) Interest during the Accelerated Amortisation Period Following the occurrence of an Accelerated Amortisation Event, interest in respect of the Notes will be payable, according to the provisions of paragraph (d) below, monthly in arrear on each Payment Date, being the 25 th day in each month of each year until the later of the date on which the Principal Amount Outstanding of such Note is reduced to zero and the Final Legal Maturity Date. If any Payment Date falls on a day which is not a Business Day, such Payment Date shall be postponed to the next day which is a Business Day unless such Business Day falls in the next calendar month in which case the Payment Date shall be brought forward to the immediately preceding Business Day. (iii) Interest Period (a) (b) an Interest Period in respect of the Notes means,,for any Payment Date during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period, being any period beginning on (and including) the previous Payment Date and ending on (but excluding) the next Payment Date; save for the first Interest Period, which shall begin on (and include) the Closing Date and shall end on (but exclude) the first Payment Date and for the last Interest Period which shall end on (and exclude) the earlier of: (i) the date on which the Principal Amount Outstanding of each class of Notes is zero; and (ii) the Final Legal Maturity Date. Interest shall cease to accrue on any Note: (i) (ii) on the date on which the Principal Amount Outstanding on such Note is reduced to zero; or if later, on the Final Legal Maturity Date. PAR3322943 157
(c) Rate of Interest on the Notes The Rate of Interest applicable to the Notes will be determined by the Management Company on each Interest Rate Determination Date in respect of the relevant Interest Period on the basis of the following paragraphs. The Rate of Interest applicable to the Notes in respect of each Interest Period will be the aggregate of the applicable EURIBOR Reference Rate and the Relevant Margin. (i) (ii) The EURIBOR Reference Rate means 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3- month EURIBOR) in respect of each Interest Period during the Revolving Period, the Amortisation Period and the Accelerated Amortisation Period. The Relevant Margin is: Class of Notes Class A Notes Class B Notes Relevant Margin 1.20 per cent. per annum 1.50 per cent. per annum (iii) (d) (i) There will be no maximum or minimum Rate of Interest. Determination of rate of Interest and calculation of the interest amount Determination of Rate of Interest On each Interest Rate Determination Date the Management Company will determine the Rate of Interest applicable to, and calculate the amount of interest payable in respect of, each Note on the relevant Payment Date. (ii) Determination of the Interest Amount The Interest Amount payable on each Payment Date, in respect of each Note, is calculated by multiplying the applicable Rate of Interest by the Principal Amount Outstanding of such Note (as calculated by the Management Company) at the commencement of the corresponding Interest Period and multiplying the resulting figure by the actual number of days elapsed in such Interest Period and dividing it by 360. The Management Company will promptly notify the applicable Rate of Interest and the Interest Amount due in respect of each class of Notes for the Interest Period corresponding to the next Payment Date to the Paying Agent. (iii) Principal Amount Outstanding of a Note On any Payment Date, the Principal Amount Outstanding of a Note is equal to the Initial Principal Amount of that Note less the aggregate amount of all Principal Payments paid in respect of that Note prior to such date and on such Payment Date. The Principal Payments relating to each class of Notes will be calculated by the Management Company in accordance with the applicable amortisation formula during the Amortisation Period and the Accelerated Amortisation Period, as set out in paragraph 4 below. (iv) Notification to be final All notifications, determinations, calculations and decisions given, expressed or made by the Management Company (in the absence of wilful misconduct, bad faith or manifest error) are binding as against the Paying Agent and the Noteholders. PAR3322943 158
(e) Interest Rate Swap Agreements The FCT has executed on the Closing Date with each Interest Rate Swap Counterparty an Interest Rate Swap Agreement governed by a FBF Master Agreement, pursuant to which (a) each of the Interest Rate Swap Counterparties will pay to the FCT, on each relevant Payment Date, the Net Senior Swap Amount (as calculated on the basis of the Floating Senior Amount and the Fixed Senior Amount) severally but not jointly (sans solidarité) or (b) the FCT will pay on a pro rata and pari passu basis on each relevant Payment Date, the Net Senior Swap Amount to each Interest Rate Swap Counterparty in accordance with the relevant Priority of Payments (see Section CREDIT STRUCTURE Description of the Interest Rate Swap Agreements in the Prospectus). 4. Redemption (a) Revolving Period During the Revolving Period the Noteholders will only receive payments of interest on their Notes on each Payment Date (subject to and in accordance with the applicable Priority of Payments) and will not receive any payments of principal except in the case of a Partial Early Amortisation. (b) Partial Early Amortisation Subject to no Amortisation Event, Accelerated Amortisation Event or Compartment Liquidation Event having occurred, if, on four (4) successive Purchase Dates, the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts, as calculated on the Determination Date immediately preceding each such Purchase Dates (including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contracts the related Series of Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to ninety (90) per cent. (but strictly greater than eighty (80) per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes, then, on the immediately following Payment Date, the Class A Notes and the Class B Notes will be subject to mandatory redemption in a total amount equal to the Partial Early Amortisation Amount. Such a Partial Early Amortisation may only take place on one occasion during the Revolving Period. On that Payment Date, for the purpose of such Partial Early Amortisation, and as an exception to the Priorities of Payments otherwise applicable for the amortisation of the Class A Notes and the Class B Notes, the Partial Early Amortisation Amount shall be exclusively applied to the partial amortisation of the Class A Notes and the Class B Notes, on a pari passu and pro rata basis the Principal Amount Outstanding of the Class A Notes and of the Class B Notes. For the avoidance of doubt, notwithstanding such Partial Early Amortisation, the Initial Principal Amount of the Class A Notes and of the Class B Notes shall continue to be used as a basis for the purpose of determining whether a Purchase Shortfall has occurred. (c) Amortisation Period During the Amortisation Period (including upon the occurrence of an Amortisation Event), the Notes shall be subject to redemption on each Payment Date falling after the end of the Revolving Period (subject to the occurrence of any Accelerated Amortisation Event) sequentially as follows: (i) (ii) first, in redeeming on a pari passu basis the Class A Notes until no Class A Note remains outstanding; and second, in redeeming the Class B Notes until no Class B Note remains outstanding. Such redemption will be subject to, and in accordance with the applicable Priority of Payments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes of that Class are reduced to zero and (ii) the Final Legal Maturity Date. PAR3322943 159
(d) Accelerated Amortisation Period Following the occurrence of an Accelerated Amortisation Event, the Notes shall be subject to mandatory redemption on each Payment Date on or after the date on which the Accelerated Amortisation Event has occurred sequentially as follows: (i) (ii) first, in redeeming on a pari passu basis the Class A Notes until no Class A Note remains outstanding; and second, in redeeming the Class B Notes until no Class B Note remains outstanding. Such redemption will be subject to, and in accordance with the applicable Priority of Payments, and shall continue until the earlier of (i) the date on which the Principal Amount Outstanding of that Class are reduced to zero and (ii) the Final Legal Maturity Date. (e) (i) Determination of the amortisation of the Notes Amortisation Period: During the Amortisation Period and prior to each Payment Date, the Management Company will determine: (A) (B) (C) the Available Amortisation Amount in respect of such Payment Date; the Principal Payments due and payable in respect of each class of Notes on such Payment Date; and the Principal Amount Outstanding of each class of Notes on such Payment Date. The Available Amortisation Amount in respect of each class of Notes as at each Payment Date, shall be equal to the greater of (a) zero and (b) an amount equal to (i) minus (ii) where (i) is the aggregate of the Principal Amount Outstanding of the Class A Notes and the Principal Amount Outstanding of the Class B Notes as calculated on the immediately preceding Payment Date (or as the case may be, on the Closing Date if such Payment Date falls in September 2012) and (ii) is the Outstanding Principal Discounted Balance of all Performing Auto Lease Contracts as calculated on the immediately preceding Determination Date. The Principal Payments payable on each Payment Date to the Noteholders of each class of Notes will be calculated by the Management Company in accordance with the following amortisation formula: (A) (B) for as long as any Class A Note remains outstanding, 100 per cent. of the Available Amortisation Amount will be applied to the Class A Principal Payment up to the Principal Amount Outstanding of the Class A Notes as at the previous Payment Date (the Class A Principal Payment ); and for so long as any Class B Note remains outstanding, 100 per cent. of the Available Amortisation Amount (after deduction of all Class A Principal Payments payable to Class A Noteholders on such Payment Date) will be applied to the Class B Principal Payment up to the Principal Amount of the Class B Notes as at the previous Payment Date (the Class B Principal Payment ). The Principal Payment payable on each Payment Date to the Noteholders of each class of Notes will be equal to the Principal Payments divided by the number of Notes of that Class (rounded to the nearest euro), provided that in respect of such class of Notes no Principal Payment shall exceed the Principal Amount Outstanding of the relevant Note, as calculated by the Management Company as at the previous Payment Date. PAR3322943 160
By way of exception to the above, on a Reduced Payment Date, the Notes shall not be redeemable and no payment of principal shall be owed thereunder. (ii) Accelerated Amortisation Period During the Accelerated Amortisation Period, from the Payment Date following the date on which an Accelerated Amortisation Event occurs and until the earlier of (i) the date on which the Principal Amount Outstanding of the Notes of the relevant Class is reduced to zero and (ii) the Final Legal Maturity Date: (A) (B) the Class A Notes shall be repaid to the extent of the Available Distribution Amount on each Payment Date until redeemed in full, and subject to the Accelerated Priority of Payments; and once the Principal Amount Outstanding of the Class A Notes, the Class A Interest Amount, and any Class A Notes Interest Shortfall have been paid in full to the Class A Noteholders, the Class B Notes shall be repaid to the extent of the Available Distribution Amount on each Payment Date on and following such time until redeemed in full, and subject to the Accelerated Priority of Payments. (iii) No purchase of Notes by the FCT In accordance with article L. 214-43 of the French Monetary and Financial Code, no Noteholder shall be entitled to ask the FCT to repurchase its Notes. (f) Final Legal Maturity Date The Final Legal Maturity Date of the Notes is 27 July 2026 and unless previously redeemed, the Notes of each class shall be redeemed on that date. 5. Payments (a) Method of Payment (i) Method of payment of the Class A Notes Any amount of interest or principal due in respect of any Class A Note will be paid in Euro by the Paying Agent on each applicable Payment Date up to the amount transferred by the Management Company (or the Compartment Account Bank acting upon the instructions of the Custodian and the Management Company) to the Paying Agent: (a) during the Revolving Period and the Amortisation Period: (i) (ii) in respect of payments of interest, by debiting the Interest Account and, if necessary, the Principal Account; in respect of payments of principal, by debiting the Principal Account. (b) during the Accelerated Amortisation Period: in respect of payments of interest and principal, by debiting the General Collection Account, Such payments in respect of the Class A Notes will be paid to the Noteholders identified as such and as recorded with the relevant Clearing System. Any payment of principal and interest will be made in accordance with the rules of the relevant Clearing System. (ii) Method of payment of the Class B Notes PAR3322943 161
Any amount of interest or principal due in respect of any Class B Notes Note will be paid in Euro by the Management Company on each applicable Payment Date: (a) during the Revolving Period and the Amortisation Period: (i) (ii) in respect of payments of interest, by debiting the Interest Account; and in respect of payments of principal, by debiting the Principal Account; and (b) during the Accelerated Amortisation Period: in respect of payments of interest and principal, by debiting the General Collection Account, to the extent of the Available Distribution Amount and subject to the applicable Priorities of Payments. The payments in respect of the Class B Notes will be made by the Management Company to the Custodian as holder of the register of the Class B Notes and the Custodian will in its turn pay each holder of such Class B Notes as identified in the register of the Custodian. (iii) Tax All payments of principal and/or interest in respect of the Notes will be subject to applicable tax laws in any relevant jurisdiction. Payments of principal and interest in respect of the Notes will be made net of any withholding tax or deductions for or on account of any tax applicable to the Notes in any relevant state or jurisdiction, and neither the FCT nor the Paying Agent are under any obligation to pay any additional amounts as a consequence of any such withholding or deduction. (b) Initial Paying Agent (i) The initial Paying Agent is: CACEIS Corporate Trust 1 Place Valhubert 75013 Paris France (ii) Under the Paying Agency Agreement: (a) (b) the Management Company may on giving a 30-day prior written notice terminate the appointment of the Paying Agent and appoint, with the prior approval of the Custodian, a new paying agent; and the Paying Agent may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new paying agent has been appointed. Notice of any amendments to the Paying Agency Agreement shall promptly be given to the Noteholders in accordance with Condition 8. PAR3322943 162
(c) Payments made on Business Days If the due Payment Date of any amount of principal or interest in respect of the Notes is not a Business Day, then the holders of such Notes shall not be entitled to payment of the amount due until the next following Business Day unless that day falls in the next calendar month, in which case the due date for such payment shall be the first preceding day that is a Business Day. 6. Prescription After the Final Legal Maturity Date, any part of the nominal value of the Notes of any class or of the interest due thereon which remains unpaid will be automatically cancelled, so that no Noteholder, after such date, shall have any right to assert a claim in this respect against the FCT and the Compartment, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date. 7. Representation of the Noteholders (a) The Masse The Noteholders of each class will be automatically grouped for the defence of their respective common interests in a masse (each a Masse ). If, and to the extent that, all Notes of a particular class are held by a single Noteholder (as will be the case for the Class B Notes on the Closing Date), the rights, powers and authority of the relevant Masse will be vested in such Noteholder. Each Masse shall be governed by: (i) (ii) (iii) articles L. 228-46 et seq. of the French Commercial Code and by the French decree no. 67-236 of 23 March 1967, as amended and codified in the French Commercial Code, to the extent such provisions are applicable, given that the FCT, being a fonds commun de titrisation, has no legal personality, and is subject to the provisions of the General Regulations and the Compartment Regulations; articles L. 214-43 et seq. of the French Monetary and Financial Code; and the laws and regulations governing fonds communs de titrisation. Notices for calling for a general meeting (assemblée générale) of the Noteholders of a class of Notes (each a Noteholders Meeting ) and resolutions passed at any Noteholders Meeting and any other decision to be published pursuant to French laws and regulations will be published as provided under Condition 8 (Notices). (b) Status of each Masse Each Masse will be a separate legal entity (personnalité civile) pursuant to the provisions of article L. 228-46 and article L. 228-47 of the French Commercial Code represented by one representative (each a Noteholder Representative ). The relevant Masse alone, to the exclusion of any Noteholder of the relevant class of Notes, shall exercise the common rights, actions and benefits which may accrue now or in the future with respect to the relevant class of Notes. PAR3322943 163
(c) (i) Noteholder Representative Appointment Any person of French nationality or any citizen of any EU Member State resident in France may be appointed as a Noteholder Representative, provided that the following persons may not be chosen as a Noteholder Representative in respect of a class of Notes: (A) (B) (C) (D) (E) (F) the Management Company or the Custodian; any person holding at least ten per cent (10%) of the share capital of the Management Company and/or the Custodian or in respect of which the Management Company and/or the Custodian holds at least ten per cent (10%) of the share capital; any person guaranteeing all or part of the obligations of the FCT; the Noteholder Representative in respect of the other class of Notes; 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 A Notes will be: Name: CACEIS CORPORATE TRUST (registered with the with the Trade and Companies Registry of Paris under number 439 430 976) Adress: 14, rue Rouget de Lisle 92130 ISSY LES MOULINEAUX Represented by Jean-Michel DESMAREST in his quality as Chief executive Deputy: Name: CACEIS BANK FRANCE (registered with the with the Trade and Companies Registry of Paris under number 692 024 722) Adress: 1-3, place Valhubert 75013 PARIS Represented by Philippe DUPUIS in his quality as Chief executive of CACEIS BANK FRANCE In the event of death, resignation, retirement or revocation of a Noteholder Representative, a substitute Noteholder Representative will be appointed by a Noteholders Meeting in respect of the relevant class of Notes. Any interested party shall have the right to obtain the name and address of a Noteholder Representative at the office of the Management Company. (ii) Powers of a Noteholder Representative Each Noteholder Representative shall, in the absence of any decision to the contrary of the relevant Noteholders Meeting, have the power to make all decisions of management in order to defend the common interests of the Noteholders of the relevant class of Notes. All legal proceedings against the Noteholders of a class of Notes or initiated by them must be brought against the relevant Noteholder Representative or by it. Any legal proceedings that are not brought in accordance with this provision shall not be legally valid. Neither the Noteholders of a class of Notes nor a Noteholders Representative shall be entitled to interfere in the management of the affairs of the FCT. PAR3322943 164
(iii) Annual fee The Compartment will pay an annual fee to each Noteholder Representative in an amount equal to 400 (VAT excluded) or to be agreed on the appointment of the relevant Noteholder Representative. Such annual fee shall be apportioned in equal amounts and paid accordingly on each Payment Date. (d) (i) Noteholders' Meetings Convocation of a Noteholders Meetings Noteholders Meetings shall be held in France and at any time, upon convocation by the relevant Noteholder Representative and, as the case may be, by the Management Company. One or more Noteholders of the relevant class of Notes holding at least one-thirtieth of the outstanding Notes of that class may address to the relevant Noteholder Representative with a copy to the Management Company, a demand for convocation of a Noteholders Meeting in respect of that class of Notes. If such Noteholders Meeting has not been convened within two (2) months from such demand, the Noteholders of the relevant class of Notes may commission one of them to petition the competent court in Paris to appoint an agent (mandataire) who will call the Noteholders Meeting. Notice of the date, hour, place, agenda and quorum requirements of any Noteholders Meeting will be notified as provided in Condition 8 (Notices) not less than fifteen (15) calendar days prior to the date of the relevant Noteholders Meeting for the first convocation and not less than ten (10) calendar days in the case of a second convocation prior to the date of the reconvened Noteholders Meeting. Each Noteholder of a particular class of Notes shall have the right to participate in any Noteholders Meeting in respect of that class of Notes in person or by proxy. Each Note of a class carries the right to one vote in respect of that class of Notes. Any Noteholder Meeting not convened in accordance with the foregoing provisions shall nonetheless be validly convened if all the Noteholders of the relevant class of Notes are present or represented at the Noteholders' Meeting. (ii) Powers of Noteholders Meetings Noteholders Meetings are entitled to deliberate on the dismissal and replacement of the relevant Noteholder Representative, all measures intended to ensure the defence of the Noteholders of a class of Notes, any other common matter relating to a class of Notes and the Conditions relating thereto and on any proposal aimed at amending the Conditions in respect of that class of Note, it being specified that Noteholders Meetings may not increase the obligations of the Noteholders of the relevant class of Note, establish unequal treatment between those Noteholders nor alter the obligations of the Noteholder of the other class of Notes. (iii) Quorum and majority rules Noteholders Meetings may deliberate validly on first convocation only if the Noteholders of the relevant class of Notes present or represented hold at least one fifth of the principal amount outstanding the Notes of that class. On second convocation, no quorum shall be required. Decisions at Noteholders Meetings shall be taken at a two-third majority of votes cast by the Noteholders of the relevant class of Notes attending, or represented at, such Noteholders Meeting. PAR3322943 165
(iv) Notices of decisions and information of Noteholders of a class of Notes Decisions of any Noteholders Meeting must be published in accordance with Condition 8 (Notices) not later than ninety (90) calendar days from the date of such Noteholders Meeting. Each Noteholder of a class of Notes or the Noteholder Representative in respect of that class of Notes shall have the right, during the fifteen (15) calendar day period preceding the holding of a Noteholders Meeting in respect of the relevant class of Notes, to consult or make a copy of the text of the resolutions which will be proposed and of the reports which will be presented at such Noteholders Meeting which will be available for inspection at the head office of the Management Company and at the specified office of the Paying Agent and at any other place as specified in the notice for that Noteholders Meeting. (v) Expenses The Compartment will pay all reasonable expenses relating to any notice and publication made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of each class of Notes, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. 8. Notice to Noteholders Notices may be given to Noteholders in any manner deemed acceptable by the Management Company provided that for so long as the Class A Notes are listed on Euronext Paris such notice shall be in accordance with the rules of Euronext Paris. Notices regarding the Class A Notes will be deemed duly given if published in a leading daily newspaper of general circulation in Paris (which is expected to be La Tribune or Les Echos) and any other newspaper of general circulation appropriate for such publications and approved by the Management Company and the Custodian. Notices regarding the Class B Notes may be published by the Management Company on its website or through any appropriate medium. All such notices shall be notified to the Rating Agencies and the Autorité des Marchés Financiers. Noteholders will be deemed to have received such notices three (3) Business Days after the date of their publication. In the event that the Management Company declares the dissolution of the Compartment after the occurrence of a Compartment Liquidation Event, the Management Company will notify such decision to the Noteholders within ten (10) Business Days. Such notice will be deemed to have been duly given if published in the leading daily newspapers of France mentioned above. The Management Company may also notify such decision on its website or through any appropriate medium. 9. Limited Recourse and Assets Allocated to the Compartment If on any applicable Payment Date with respect to any amount of principal or interest in respect of the Notes, the amounts available to make payments of principal and interest in respect of any class of Notes from the Assets Allocated to the Compartment after payment, in particular, of the Compartment Expenses, and any amounts due in respect of any Note ranking in priority to the Notes of such class and any payment due under the Interest Rate Swap Agreements which ranks ahead of payments in respect of the Notes of such class in accordance with the relevant Priority of Payments, are insufficient to pay in full any amount of principal and/or interest which is then due and payable in respect of the Notes of such class, any arrears PAR3322943 166
resulting therefrom shall be payable on the following Payment Date subject to the applicable Priority of Payments and to the extent of the Available Distribution Amount received from the Assets Allocated to the Compartment. 10. Further Issues Under the Compartment Regulations, the FCT will not issue any further Notes after the Closing Date in respect of the Compartment. Under the General Regulations, the FCT may issue any further notes and/or units in respect of any other compartment. 11. Governing Law and Submission to Jurisdiction (a) Governing Law The Notes and the Compartment Regulations are governed by and will be construed in accordance with French law. (b) Submission to Jurisdiction All claims and disputes in connection with the Notes and the Compartment Regulations shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. PAR3322943 167
FRENCH TAXATION REGIME The following is a summary limited to certain tax considerations in France relating to the Class A Notes that may be issued by the FCT and specifically contains information on taxes on the income from the securities withheld at source. This summary is based on the laws in force as of the date of this 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 A Notes. Each prospective holder or beneficial owner of Notes should consult its tax adviser as to the tax consequences of any investment in or ownership and disposition of the Class A Notes. French tax treatment Following the enactment of the French Amended Finance Act for 2009 (loi de finances rectificative pour 2009) # 2009-1674 dated 30 December 2009 (the Law ), payments of interest and other income made by the FCT with respect to the Class A Notes will not be subject to the withholding tax set out under article 125 A III of the French Tax Code, unless such payments are made outside of France in a non-cooperative State or territory (Etat ou territoire non-coopératif) within the meaning of article 238-0 A of the Tax Code (a Non-Cooperative State ). If such payments under the Class A Notes are made in a Non-Cooperative State, a 50% withholding tax will be applicable (subject (where relevant) to certain exceptions summarised below and the more favourable provisions of any applicable double tax treaty) pursuant to article 125 A III of the French Tax Code. Notwithstanding the foregoing, the Law provides that the 50% withholding tax will not apply if the FCT can prove that the principal purpose and effect of a particular issue of Class A Notes was not that of allowing the payment of interest or other income to be made in a Non-Cooperative State (the Exception ). Pursuant to a ruling (rescrit) referenced # 2010/11 (FP and FE) of the French tax authorities dated 22 February 2010, an issue of Class A Notes will benefit from the Exception without the FCT having to provide any proof of the purpose and effects of such issue of Class A Notes is such Class A Notes are: (i) (ii) (iii) offered by means of a public offer within the meaning of article L.411-1 of the French Monetary and Financial Code or pursuant to an equivalent offer in a State or territory other than a Non- Cooperative State (for this purpose, an "equivalent offer" means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority); or admitted to trading on a French or foreign regulated market or a multilateral securities trading system provided that (a) such market or system is not located in a Non-Cooperative State, (b) the operation of such market is carried out by a market operator or an investment services provider or a similar foreign entity, and (c) such market operator, investment services provider or entity is not located in a Non-Cooperative State; or admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of article L.561-2 of the French Monetary and Financial Code, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State. Application has been made to the Paris Stock Exchange (Euronext Paris) to list the Class A Notes, and, subject to their effective listing, the Exception will apply in respect of such Class A Notes. Consequently, under current law, all payments of principal or interest by the FCT in respect of the Class A Notes will be made free from any withholding or deduction for or on account of any tax imposed in France. However, these principles are not exhaustive and may be modified by any legislative or regulatory amendment or any change in their implementation introduced by tax authorities after the date of this Prospectus. It is the responsibility of each potential subscriber or purchaser of offered PAR3322943 168
Class A Notes to enquire, through its usual advisor, into the tax consequences of such a subscription or purchase, holding, or transmission of offered Class A Notes under French law and any other applicable laws. Payments of principal and interest in respect of the Class A Notes shall be made net of any withholding tax (if any) applicable to the Class A Notes in the relevant State or jurisdiction and neither the FCT nor the Paying Agent shall be under any obligation to gross up such amounts or to pay any additional amounts as a consequence (see Condition 5(a) of the Notes). EU Directive on the Taxation of Savings Income The Savings Directive requires Member States to provide to the tax authorities of other Member States details of payments of interest and other similar income paid by a person to an individual in another Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period unless during such period they elect otherwise. In relation to French taxation, the Savings Directive has been implemented in French law under article 242 ter of the 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 Agent 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. PAR3322943 169
DESCRIPTION OF THE COMPARTMENT ACCOUNTS Compartment Account Bank Agreement The Compartment Accounts On the Closing Date, the Management Company will ensure that the Custodian, in accordance with the provisions of the Compartment Account Bank Agreement, will open the following bank accounts in the name of the FCT with the Compartment Account Bank: (A) the General Collection Account which shall be: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) debited by, on the First Purchase Date, the Purchase Price of the Initial Receivables; credited with, on the Closing Date, any amount of Available Collections collected by Crédipar since the Initial Selection Date; credited with, by no later than five (5) Business Days after their credit to the Specially Dedicated Bank Account, any amount of Available Collections standing to the credit of the Specially Dedicated Bank Account; credited with, on each Settlement Date, any amount required to be transferred on such date from the Commingling Reserve Account; credited with, on each Settlement Date, any amount required to be transferred on such date from the Performance Reserve Account; debited by, on each Settlement Date during the Revolving Period and/or the Amortisation Period (other than a Reduced Payment Date), any amount to be transferred to the Principal Account and / or to the Interest Account; credited with, on each Settlement Date during the Accelerated Amortisation Period, any amount standing to the credit of the General Reserve Account; debited by, on a Reduced Payment Date, any amount payable under items (a), (b) or (c) of the Interest Priority of Payments; credited, on the Compartment Liquidation Date, with the proceeds resulting from the sale of the then outstanding Purchased Receivables, as the case may be; and debited by, on each Payment Date during the Accelerated Amortisation Period, any amounts payable out of the moneys standing to the credit of the General Collection Account, pursuant to the Accelerated Priority of Payments; (B) the Principal Account which shall be: (i) (ii) credited with, on the Closing Date, the proceeds of the issue by the Compartment of the Notes and the Residual Units remaining after giving effect to any set-off mechanism agreed between the FCT, the Initial Subscriber, the Class B Notes Subscriber, the Residual Units subscriber and the Seller on that date; credited with, on each Settlement Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), the Available Principal Collections received during the immediately preceding Collection Period, provided that any Available Collection in relation to which the Management Company has not received confirmation from the Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they constitute or not Available Principal Collections shall be kept to the credit of the General Collection Account on the relevant Payment Date notwithstanding any provision to the contrary in the Transaction Documents; PAR3322943 170
(iii) (iv) (v) (vi) (vii) credited with, on each Payment Date of the Amortisation Period (other than a Reduced Payment Date), an amount equal to not more than the Principal Deficiency Amount, as calculated by the Management Company, in accordance with the Interest Priority of Payments; credited with, on each Settlement Date during the Revolving Period and/or the Amortisation Period, any amount to be transferred from the General Collection Account pursuant to provision (vi) of paragraph (A) above; debited by, on each Payment Date during the Revolving Period, the Principal Component Purchase Price of any Additional Receivables purchased on the immediately preceding Purchase Date; debited by, on each Payment Date during the Amortisation Period (other than a Reduced Payment Date), any amounts payable out of the moneys standing to the credit of the Principal Account, pursuant to the Principal Priority of Payments; debited in full, on the Settlement Date immediately preceding the first Payment Date of the Accelerated Amortisation Period, by the transfer of all monies standing to its credit to the General Collection Account; (C) the Interest Account which shall be: (i) (ii) (iii) (iv) (v) credited with, on each Settlement Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), the Available Interest Collections (after crediting the Principal Account according to the provision (iv) of paragraph (B) above), provided that any Available Collection in relation to which the Management Company has not received confirmation from the Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they constitute or not Available Interest Collections shall be kept to the credit of the General Collection Account on the relevant Payment Date notwithstanding any provision to the contrary in the Transaction Documents; credited with, on each Settlement Date during the Revolving Period and the Amortisation Period, any other amounts which together with (i) form the Available Interest Amount; credited with, on each Settlement Date during the Revolving Period and the Amortisation Period, any amount standing to the credit of the General Reserve Account; debited by, on each Payment Date (other than a Reduced Payment Date), any amounts payable out of the moneys standing to the credit of the Interest Account, pursuant to the Interest Priority of Payments; debited in full, on the Settlement Date immediately preceding the first Payment Date of the Accelerated Amortisation Period, by the transfer of all monies standing to its credit to the General Collection Account; (D) the General Reserve Account which shall be: (i) (ii) credited by the Seller with, on the Closing Date, the amount of the General Reserve Cash Deposit; debited in full on any Settlement Date, in order to credit the amount of the General Reserve to, during the Revolving Period and the Amortisation Period, the Interest Account and, during the Accelerated Amortisation Period, the General Collection Account; PAR3322943 171
(iii) (iv) credited with, on any Payment Date during the Revolving Period and the Amortisation Period (other than a Reduced Payment Date), an amount equal to the General Reserve Required Amount, by debiting the Interest Account in accordance with item (d) of the Interest Priority of Payments; and credited with, on any Payment Date during the Accelerated Amortisation Period (other than a Reduced Payment Date), an amount equal to the General Reserve Required Amount, by debiting the General Collection Account in accordance with item (d) of the Accelerated Priority of Payments; (E) the Performance Reserve Account which shall be: (i) (ii) (iii) (iv) credited by the Seller with, on the Closing Date, the Performance Reserve Cash Deposit Initial Amount applicable on the Closing Date; credited by the Seller with, on any Settlement Date, applicable the Performance Reserve Cash Deposit Additional Amount; debited outside any Priority of Payment, if the Residual Value Purchase Option has been exercised under an Auto Lease Contract at maturity and the relevant proceeds have been paid to the FCT during the Collection Period preceding the relevant Payment Date, of an amount equal to 1.5 percent of the Purchase Price of such Auto Lease Contract; debited outside any Priority of Payment, in case of a default under an Auto Lease Contract or if the Residual Value Purchase Option has not been exercised under an Auto Lease Contract at maturity during the Collection Period preceding the relevant Payment Date, of an amount equal to: (a) (b) 5 per cent. of the Car Sale Proceeds effectively transferred to the FCT by the Seller in respect of Auto Lease Contract during that Collection Period, limited to 1.5 percent of the Purchase Price of the relevant Auto Lease Contract; or 1.5 per cent of the Purchase Price of the relevant Auto Lease Contract, only if it has been paid in full; (v) on any Settlement Date, in the event of a breach by the Seller of any Seller Performance Undertakings during the immediately preceding Collection Period, debited on that Settlement Date of the amount of the due and payable Compensation Payment Obligation or such other amount as may be necessary to ensure the continued sale of the Cars and the crediting of the corresponding proceeds to the General Collection Account. (F) the Commingling Reserve Account which shall be: (i) (ii) on the Closing Date, credited by the Servicer with the necessary amounts in order for the credit standing to the Commingling Reserve Account to be at least equal to the Commingling Reserve Required Amount applicable on the Closing Date; if, on any Settlement Date, the Commingling Reserve needs to be adjusted in order to comply with the Commingling Reserve Required Amount: (a) (b) credited by the Servicer on that Settlement Date with the necessary amounts in order for the credit standing to the Commingling Reserve Account to be at least equal to the Commingling Reserve Required Amount applicable on that Settlement Date; or debited on the immediately following Payment Date, in order to repay to the Servicer the excess of the Commingling Reserve Fund over the Commingling Reserve Required Amount; PAR3322943 172
it being understood that all amounts of interest received from the investment of the Commingling Reserve and standing, as the case may be, to the credit of the Commingling Reserve Account, shall not be taken into account; and (iii) on any Settlement Date, in the event of a breach by the Servicer of its financial obligations (obligations financières) under the Master Servicing Agreement during the immediately preceding Collection Period, debited on that Settlement Date of the amount of the breached financial obligations (obligations financières) of the Servicer. In addition, on each Payment Date, the Management Company will instruct the Compartment Account Bank, under supervision of the Custodian, to pay directly to Crédipar: (i) (ii) (iii) all amounts of interest received from the investment of the General Reserve Fund standing to the credit of the General Reserve Account; all amounts of interest received from the investment of the Commingling Reserve standing to the credit of the Commingling Reserve Account; and all amounts of interest received from the investment of the Performance Reserve Fund standing to the credit of the Performance Reserve Account. Opening of Collateral Accounts If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT, the Management Company will open a separate account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities is provided, the Management Company will be required to open a custody account in which such securities provided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and, together with the Collateral Cash Account, the Collateral Accounts ). No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the FCT or the return of excess collateral and payment of a remuneration on such collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside of any Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest Rate Swap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest Rate Swap Agreement against such amounts (the Netted Swap Termination Amount ). Any collateral not applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. The proceeds from the liquidation of the collateral corresponding to the Netted Swap Termination Amount may be used by the FCT as deems fit. Release of the General Reserve Upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller. Release of the Commingling Reserve Upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer. PAR3322943 173
Release of the Performance Reserve Upon liquidation of the Compartment and subject to the Seller having complied in full with its Seller Performance Undertakings, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller. Allocation of the Compartment Accounts Each of the above Compartment Accounts is exclusively allocated by the Management Company to the operation of the Compartment in accordance with the provisions of the Compartment Account Bank Agreement and the Compartment Regulations. None of the Compartment Accounts can be used, directly or indirectly, for the operation or payment of any cash flow in respect of any other compartment of the FCT that may be established from time to time by the Management Company and the Custodian. The Management Company is not entitled to pledge, assign, delegate or, more generally, grant any title in or right whatsoever over the Compartment Accounts to third parties. The amounts credited to the Compartment Accounts can be (i) allocated, subject to the applicable Priority of Payments, to the purchase of Purchased Receivables from the Seller during the Revolving Period and to the payment of the corresponding Purchase Price (except for the General Reserve Account, the Commingling Reserve Account and the Performance Reserve Account), (ii) allocated to the payment of the Compartment Expenses, the principal and interest amounts due in respect of the Notes (and to the payment of the Net Senior Swap Amounts due to the Interest Rate Swap Counterparties), and (iii) invested by the Compartment Cash Manager in Authorised Investments. Downgrading of the Rating and Resignation of the Compartment Account Bank Pursuant to the Compartment Account Bank Agreement: (a) (b) the Management Company (i) may on giving a 30-day prior written notice or (ii) shall within fifteen (15) Business Days, if the Compartment Account Bank ceases to have the Account Bank Required Ratings, terminate the appointment of the Compartment Account Bank; and the Compartment Account Bank may resign on giving a 30-day prior written notice to the Management Company and the Custodian, provided that the conditions precedent set out therein are satisfied (and in particular but without limitation that a new compartment account bank with the Account Bank Required Ratings has been appointed). In the event of termination of the appointment of the Compartment Account Bank, the Compartment Account Bank has undertaken to transfer to the newly appointed compartment account bank all information and books and any available means that may be necessary to ensure an effective transfer of the Compartment Accounts held in its books and, in particular, the continuity of payment pursuant to the relevant Priority of Payments. Governing Law The Compartment Account Bank Agreement is governed by French law and all claims and disputes arising in connection therewith shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. Credit and debit of the Compartment Accounts In accordance with the provisions of the Compartment Regulations, the Management Company will give such instructions as are necessary to the Custodian and the Compartment Bank to PAR3322943 174
ensure that each of the Compartment Accounts is credited or, as the case may be, debited in the manner described above under Section DESCRIPTION OF THE COMPARTMENT ACCOUNTS Compartment Account Bank Agreement The Compartment Accounts. PAR3322943 175
NO RECOURSE OR LIMITED RECOURSE AGAINST THE FCT Each of the Seller, the Servicer, the Management Company, the Custodian, the Specially Dedicated Account Bank, the Compartment Account Bank, the Compartment Cash Manager, the Paying Agent, the Data Protection Agent the Class B Notes Subscriber, the Residual Units subscriber and the Junior Swap Provider has undertaken irrevocably to waive any right of contractual recourse whatsoever which it may have against the FCT in respect of the establishment and the operation of the Compartment. Pursuant to the Class A Notes Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber has (a) expressly and irrevocably acknowledged that its rights over the assets of the FCT are limited to the assets allocated to the Compartment and subject to the provisions of the Compartment Regulations (including, without limitation, the Priority of Payments set out therein); (b) expressly and irrevocably acknowledged that it shall have no rights in any assets allocated to any other compartment of the FCT; and (c) expressly and irrevocably waived all its rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any means. Pursuant each Interest Rate Swap Agreement, each Interest Rate Swap Counterparty has (a) expressly and irrevocably acknowledged that their rights over the assets of the FCT are limited to the assets allocated to the Compartment and subject to the provisions of the Compartment Regulations (including, without limitation, the Priority of Payments set out therein); (b) expressly and irrevocably acknowledged that they shall have no rights in any assets allocated to any other compartment of the FCT; and (c) expressly and irrevocably waived all their rights of recourse to the assets mentioned in paragraph (b) above, in any circumstances and by any means. PAR3322943 176
CREDIT STRUCTURE Excess Margin and Hedging Mechanisms Representations and warranties related to the Purchased Receivables In accordance with the provisions of the Master Purchase Agreement, the Seller will give certain representations and warranties relating to the transfer of Purchased Receivables to the FCT, including as to the compliance of the Purchased Receivables with the Eligibility Criteria. Without prejudice to such representations and warranties, the Seller does not guarantee the solvency of the Debtors or the effectiveness of the related Ancillary Rights (see Section DESCRIPTION OF THE AUTO LEASES CONTRACTS AND THE RECEIVABLES ). Excess Margin Irrespective of the hedging and protection mechanisms set out under this section, the first protection for the holders of the Notes derives, from time to time, from the existence of an excess margin resulting on any Payment Date from the amount by which (a) the Available Interest Amount, excluding (i) the General Reserve, (ii) the Commingling Reserve (as the case may be) and (iii) the Performance Reserve (as the case may be) exceeds (b) the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Fixed Swap Amount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amounts due to the Junior Swap Provider and (iv) the Class A Interest Amount and the Class B Notes Interest Amount. Interest Rate Swap Agreements General Description Each Interest Rate Swap Agreement is entered into between the FCT and an Interest Rate Swap Counterparty, according to the provisions of the FBF Master Agreement (convention-cadre FBF), with the exclusive aim of enabling the FCT to meet its interest obligations due in respect of the Class A Notes. The object of the Interest Rate Swap Agreements is to hedge the FCT against the risk of a difference between (a) the EURIBOR Reference Rate applicable for the relevant Interest Period in relation to the Class A Notes, on each relevant Payment Date and (b) the fixed interest rate payments received in respect of the Purchased Receivables allocated to the Compartment. Each FBF Master Agreement (as amended and supplemented by the relevant schedule and confirmations) is governed by French law. All claims and disputes relating thereto shall be subject to the exclusive jurisdiction of the French courts having competence in commercial matters. In accordance with each Interest Rate Swap Agreement, (a) each of the Interest Rate Swap Counterparties will pay to the FCT, on each relevant Payment Date, the Net Senior Swap Amount (as calculated on the basis of the Floating Senior Amount and the Fixed Senior Amount) severally but not jointly (sans solidarité) or (b) the FCT will pay on a pro rata and pari passu basis on each relevant Payment Date, the Net Senior Swap Amount to each Interest Rate Swap Counterparty in accordance with the relevant Priority of Payments. Determination of the Notional Amount On each Payment Date, the aggregate of the notional amounts under the Interest Rate Swap Agreement is equal to the minimum of: (a) the aggregate of the Outstanding Principal Discounted Balance of the Performing Receivables on the Determination Date immediately preceding such Payment Date on or immediately preceding such day, as calculated by the Management Company; and PAR3322943 177
(b) the aggregate of the Principal Amount Outstanding of the Class A Notes on such Payment Date. Termination and early termination The Management Company on behalf of the FCT, in its own discretion, as the case may be will have the right, to terminate the Interest Rate Swap Agreements early in the following circumstances: (a) (b) upon the occurrence of any of the following events: (i) the entire issue of Notes and Residual Units has not been completed on the Closing Date or any other later agreed date; or (ii) both (aa) after the issue of the Notes and the Residual Units, the Initial Subscriber, the Class B Subscriber and the Seller (in its capacity as subscriber of the Residual Units) are not able to pay the full amount resulting from the proceeds of the issue of the Notes and the Residual Units; and (bb) the total amount of the amounts received in respect of the Notes and the Residual Units, for any reason whatsoever, is less than the entire Initial Purchase Price of the Purchased Receivables on the First Purchase date; and upon the occurrence, with respect to the Interest Rate Swap Counterparty, of any of the Events of Defaults (as such term is defined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap counterparty is the defaulting party or of any of the Changes in Circumstances (as such term is defined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap counterparty is the affected party. Each Interest Rate Swap Counterparty will have the right to terminate the Interest Rate Swap Agreement to which it is a party early in the following circumstances: (a) (b) upon the occurrence of either of the following events: (i) any provision of the Transaction Documents affecting the amount, timing or priority of payments is amended without the consent of the Interest Rate Swap Counterparty, or any provision of the Transactions Documents is amended without the consent of the Interest Rate Swap Counterparty where the Seller holds all the Notes; or (ii) the Management Company announces its intention to liquidate the Compartment or any one party holding the entirety of the Notes requests the same; and upon the occurrence, with respect to the FCT, of any of the Events of Defaults (as such term is defined in the relevant Interest Rate Swap Agreement) or of any of the Changes in Circumstances (as such term is defined in the relevant Interest Rate Swap Agreement). In this respect, any Interest Rate Swap Counterparty may terminate the relevant Interest Rate Swap Agreement if the Management Company is unable to pay in full on any Payment Date the Net Senior Swap Amount Arrears recorded on the immediately preceding Payment Date. Upon such early termination of the Interest Rate Swap Agreement as described above, the FCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the other party. In case the Interest Rate Swap Counterparty is the defaulting party, the amount of any such termination payment will be based on the replacement value of the swap transaction. In case the FCT is the defaulting party, the amount of any such termination payment will be based on the total losses and costs incurred (or gain, in which case expressed as a negative number) of the non-defaulting party in connection with the termination of the Interest Rate Swap Agreement, including in respect of any payment or delivery required to have been made, any loss of bargain, cost of funding, or loss or cost incurred as a result of terminating, liquidating, obtaining or re-establishing any hedge or related trading position. The non-defaulting party s legal expenses and out-of-pocket expenses incurred enforcing or protecting its rights under the Interest Rate Swap Agreement are excluded from the calculation of loss. PAR3322943 178
In case of early termination, the Senior Swap Subordinated Termination Amounts will rank lower in priority than payments to the holders of the Class A Notes pursuant to the Priorities of Payments. No tax Gross-up In the event that the FCT is obliged, at any time, to deduct or withhold any amount for or on account of any withholding tax from any sum payable by the FCT under either Interest Rate Swap Agreement, the FCT is not liable to pay to the relevant Interest Rate Swap Counterparty any additional amount. For the avoidance of doubt, the non-payment by the FCT of any such additional amount will not entitle the relevant Interest Rate Swap Counterparty to terminate the Interest Rate Swap Agreement. If any of the Interest Rate Swap Counterparties is obliged, at any time, to deduct or withhold any amount for or on account of any tax from any sum payable to the FCT under the relevant Interest Rate Swap Agreement, the relevant Interest Rate Swap Counterparty shall notify the Management Company as soon as possible of such Change of Circumstances (as such term is defined in the relevant Interest Rate Swap Agreement) but shall not be liable to pay any such additional amount to the FCT. In both cases referred to in the two paragraphs above, the parties shall attempt in good faith for a period of 30 days to find a mutually satisfactory solution to avoid such deduction or withholding as follows: (a) (b) (c) the parties to the relevant Interest Rate Swap Agreement shall use their reasonable efforts to amend, modify or restructure the interest rate swap transaction in order to avoid such deduction or withholding; or the relevant Interest Rate Swap Counterparty shall use its reasonable efforts to transfer without the prior approval of the Management Company and the Custodian all its rights and obligations under the relevant Interest Rate Swap Agreement to another of its offices or affiliates so that such deduction or withholding will not be required provided that (i) such office or affiliate is an eligible replacement satisfying the Transfer Conditions, (ii) the rating assigned to the Class A Notes then outstanding is not adversely affected by a transfer to such office or affiliate, and (iii) such transfer complies with all applicable laws and regulations applicable for French fonds communs de titrisation; or if such transfer to another office or affiliate of the relevant Interest Swap Counterparty is not possible, that Interest Rate Swap Counterparty shall use its reasonable efforts to transfer all its rights and obligations under the relevant Interest Rate Swap Agreement to a replacement third party which should be satisfactory to the Management Company and the Custodian provided that (i) such third party shall has the Swap Counterparty Required Ratings or whose obligations are fully guaranteed by such a third party, (ii) the rating assigned to the Class A Notes then outstanding is not adversely affected by a transfer to such third party, and (iii) such third replacement party complies with all applicable laws and regulations applicable for French fonds communs de titrisation. If at the expiration of such period, no solution has been found, the Management Company will have the right by notice to the relevant Interest Rate Swap Counterparty to terminate the transaction affected by the Change of Circumstances. Such notice shall specify the applicable termination date under the terms of the relevant Interest Rate Swap Agreement. Without prejudice to the foregoing, the Management Company may terminate the transaction at any time after reception of the notification of a Change of Circumstances by the Interest Rate Swap Counterparty if it finds a third party acceptable under the conditions set out in paragraph (b) above. Ratings downgrade of Interest Rate Swap Counterparty PAR3322943 179
If any of the Interest Rate Swap Counterparty s debt ratings fall below the Swap Counterparty Required Ratings, under the terms of the Interest Rate Swap Agreement, the Interest Rate Swap Counterparty will be required to take certain remedial measures at its own cost and within a prescribed period of time which may include one or more of the following: (i) providing collateral under the credit support annex in respect of its obligations under the Interest Rate Swap Agreement; (ii) arranging for its obligations under the Interest Rate Swap Agreement to be transferred to an entity with the Swap Counterparty Required Ratings; (iii) procuring another entity with at least the Swap Counterparty Required Ratings to become co-obligor or guarantor in respect of its obligations under the Interest Rate Swap Agreement; and/or (iv) if applicable, the taking of such other action as it may notified to the Rating Agencies. A failure to take such remedial measures, subject to certain conditions, will give the FCT the right to terminate the Interest Rate Swap Agreement. Upon such termination of the Interest Rate Swap Agreement, the FCT or the Interest Rate Swap Counterparty may be liable to make a termination payment to the other party. Transfer by Interest Rate Swap Counterparty Pursuant to each Interest Rate Swap Agreement, the Interest Rate Swap Counterparty shall be entitled to arrange for the transfer of its rights and obligations under the Interest Rate Swap Agreement with a counterparty that is an eligible replacement pursuant to the Interest Swap Agreement, upon prior written notice to the Management Company subject to the satisfaction of certain conditions, which may include that: (i) the transferee contracts with the FCT on terms that (A) have the same effect as the terms of the relevant Interest Rate Swap Agreement in respect of any obligation (whether absolute or contingent) to make payment or delivery after the effective date of such transfer and (B) insofar as they do not relate to payment or delivery obligations, are, in all material respects, no less beneficial for the FCT than the terms of the said Interest Rate Swap Agreement immediately before such transfer.. Collateral arrangements The FCT and each Interest Rate Swap Counterparty have entered into a credit support annex which forms part of the Interest Rate Swap Agreement, which sets out the terms on which collateral will be provided by the Interest Rate Swap Counterparty to the FCT in the event that the Interest Rate Swap Counterparty ceases to have the Swap Counterparty Required Ratings. If any collateral in the form of cash is provided by an Interest Rate Swap Counterparty to the FCT, the Management Company will open a separate account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty will be held. If any collateral in the form of securities is provided, the Management Company will be required to open a custody account in which such securities provided by the Interest Rate Swap Counterparty will be held (the Collateral Custody Account and, together with the Collateral Cash Account, the Collateral Accounts ). No payments or deliveries may be made in respect of the Collateral Accounts other than the transfer of collateral to the FCT or the return of excess collateral and payment of a remuneration on such collateral to the relevant Interest Rate Swap Counterparty (any such transfer, return and payment being made outside of any Priority of Payments) in accordance with the terms of the Interest Rate Swap Agreements. Upon termination of an Interest Rate Swap Agreement, the amounts due and payable by the relevant Interest Rate Swap Counterparty may be paid by setting off the collateral standing to the credit of the Collateral Accounts in accordance with the relevant Interest Rate Swap Agreement against such amounts (the Netted Swap Termination Amount ). Any collateral not applied to discharge the Netted Swap Termination Amount shall be retransferred to the relevant Interest Rate Swap Counterparty outside any Priority of Payments. The proceeds from the liquidation of the collateral corresponding to the Netted Swap Termination Amount may be used by the FCT as deems fit. PAR3322943 180
Junior Swap Agreement The Junior Swap Agreement is governed by French law and entered into between the Junior Swap Provider and the FCT in respect of the Compartment, pursuant to a FBF Master Agreement of July 2007 (as amended and supplemented by a schedule and a confirmation), with the exclusive aim of enabling the FCT to meet its interest obligations due in respect of the Class B Notes. The object of the Junior Swap Agreement is to hedge the FCT against the difference between (a) the EURIBOR Reference Rate applicable for the relevant Interest Period in relation to the Class B Notes, on each relevant Payment Date and (b) the relevant proportion of the fixed interest rate payments received in respect of the Receivables allocated to the Compartment. As such, the Junior Swap Notional Amount of the transaction entered into under the Junior Swap Agreement will be equal to: (a) (b) for any day on or before the first Payment Date: 356,400,000; and for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. In accordance with the Junior Swap Agreement, (a) the Junior Swap Provider will pay to the FCT, on each relevant Payment Date, the Net Junior Swap Amount (as calculated on the basis of the Floating Junior Swap Amount and the Fixed Junior Swap Amount) severally but not jointly (sans solidarité) or (b) the FCT will pay on each relevant Payment Date, the Net Junior Swap Amount to the Junior Swap Provider in accordance with the relevant Priority of Payments. The Junior Swap Agreement may be terminated early upon the occurrence of certain Events of Default and Changes in Circumstances (each as defined therein) commonly found in standard FBF documentation. General The rights of the Class B Noteholders to receive payments of principal and interest shall be subordinated to the rights of the Class A Noteholders to receive such amounts of principal and interest. The purpose of this subordination is to guarantee, without prejudice to the rights attached to Class B Notes, the regularity of payments of amounts of principal to the Class A Noteholders. Subordination Credit protection for the Class A Notes will be provided by the subordination of payments of principal and interest in respect of the Class B Notes. Such subordination consists of the rights granted to the Class A Noteholders to receive on each Payment Date: (a) (b) any amounts of interest in priority to any amounts of interest payable to the Class B Noteholders; and any amounts of principal in priority to any amounts of principal payable to the Class B Noteholders; provided that during the Accelerated Amortisation Period, the amounts of interest payable in respect of Class B Notes are subordinated to the amounts of principal payable in respect of Class A Notes. PAR3322943 181
General Reserve Fund General Reserve Cash Deposit On the Closing Date, in accordance with the Reserve Cash Deposits Agreement, the Seller has agreed to make the General Reserve Cash Deposit up to an amount equal to one (1) per cent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Neither the Seller nor any other entity within the PSA Group will be obliged to deposit any additional amount with respect to the General Reserve Cash Deposit. Purpose of the General Reserve Cash Deposit The General Reserve Cash Deposit is used to constitute the initial balance of the General Reserve Fund. The General Reserve Cash Deposit and, more generally, any sums credited to the General Reserve Account may not be used for the purchase by the FCT of Purchased Receivables allocated to the Compartment. The General Reserve Cash Deposit is credited to the General Reserve Account opened in the name of the FCT with the Compartment Account Bank. Investment of the General Reserve Cash Deposit According to the provisions of the Compartment Cash Management Agreement, the Compartment Cash Manager is responsible, upon appropriate instructions given by the Management Company, for investing the credit balance of the General Reserve Account. The share of the corresponding financial proceeds received from such investment will be paid by the Compartment Cash Manager to Crédipar on each Payment Date. General Reserve Required Amount As of close of each Payment Date (save the General Reserve final Utilisation Date), the balance credited to the General Reserve Account shall be, at each Payment Date equal to the General Reserve Required Amount. Accordingly: (a) during the Revolving Period and the Amortisation Period, the General Reserve Account will be: (i) (ii) on each Settlement Date, debited in full in order to credit the Interest Account with the amount of the General Reserve; and on each Payment Date, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the Interest Account to the General Reserve Account, in accordance with and subject to the Interest Priority of Payments; and (b) during the Accelerated Amortisation Period, the General Reserve Account will be: (i) (ii) on each Settlement Date, debited in full in order to credit the General Collection Account with the amount of the General Reserve; and on each Payment Date, as applicable, replenished so that the amount standing to the credit of the General Reserve Account is equal to the General Reserve Required Amount applicable on that Payment Date, by the transfer of monies from the General PAR3322943 182
Collection Account to the General Reserve Account, in accordance with and subject to the Accelerated Priority of Payments. Reimbursement of the General Reserve Cash Deposit The General Reserve Cash Deposit will be reimbursed to the Seller up to the initial amount of the General Reserve Cash Deposit in accordance with and subject to the relevant Priority of Payments. Upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller. Credit Enhancement Class A Notes Credit enhancement for the Class A Notes will be provided by (a) the General Reserve Fund (which includes the General Reserve Cash Deposit and any sums, as the case may be, debited from the Interest Account up to the General Reserve Required Amount), (b) the Excess Margin, (c) the subordination of payments due in respect of the Class B Notes and (d) the Residual Units. In the event that the credit enhancement provided by the General Reserve Fund is reduced to zero without any possibility of being further increased by debiting the Interest Account and the protection provided by the Class B Notes is reduced to zero, the Class A Noteholders will directly bear the risk of loss of principal and interest related to the Purchased Receivables. Class B Notes Credit enhancement for the Class B Notes will be provided by (a) the General Reserve Fund, (b) the Excess Margin and (c) the Residual Units. Global Level of Credit Enhancement On the First Purchase Date, the Class B Notes and the General Reserve Cash Deposit provide the holders of the Class A Notes with total credit enhancement equal to thirty four (34) per cent. of the initial Outstanding Principal Discounted Balance of the Purchased Receivables, one (1) per cent. with respect to the General Reserve Cash Deposit and thirty three (33) per cent. with respect to the Class B Notes. In addition to such levels of credit enhancement, the Class A Notes will also benefit from the available Excess Margin. PAR3322943 183
DESCRIPTION OF DEUTSCHE BANK AS INTEREST RATE SWAP COUNTERPARTY The information contained in this section related to Deutsche Bank and the Group has been obtained from Deutsche Bank. The information concerning Deutsche Bank and the Group contained herein is furnished solely to provide limited information regarding Deutsche Bank and the Group and does not purport to be comprehensive. Deutsche Bank Aktiengesellschaft ("Deutsche Bank" or the "Bank") originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope of Credit Institutions, these had been disincorporated in 1952 from Deutsche Bank which was founded in 1870. The merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on 2 May 1957. Deutsche Bank is a banking institution and a stock corporation incorporated under the laws of Germany under registration number HRB 30 000. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage 12, 60325 Frankfurt am Main and branch offices in Germany and abroad including in London, New York, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the respective regions. The Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a real estate finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies (the "Deutsche Bank Group"). Deutsche Bank AG London is the London branch of Deutsche Bank AG. On 12 January 1973, Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of the Companies Act 1948 to establish a place of business within Great Britain. On 14 January 1993, Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as having established a branch (Registration No. BR000005) in England and Wales. Deutsche Bank AG London is an authorized person for the purposes of section 19 of the Financial Services and Markets Act 2000. In the United Kingdom, it conducts wholesale banking business and through its Private Wealth Management division, it provides holistic wealth management advice and integrated financial solutions for wealthy individuals, their families and selected institutions. As of 31 March 2012, Deutsche Bank s issued share capital amounted to 2,379,519,078.40 consisting of 929,499,640 ordinary shares without par value. The shares are fully paid up and in registered form. The shares are listed for trading and official quotation on all the German Stock Exchanges. They are also listed on the New York Stock Exchange. The consolidated financial statements for the fiscal years starting 1 January 2007 are prepared in compliance with International Financial Reporting Standards (IFRS). As of 31 March 2012, Deutsche Bank Group had total assets of 2,103,295 million, total liabilities of 2,047,490 million and total equity of 55,805 million on the basis of IFRS (unaudited). Deutsche Bank s long-term senior debt has been assigned a rating of A+ (outlook negative) by Standard & Poor's, A2 (outlook stable) by Moody's Investors Service and A+ (outlook stable) by Fitch Ratings. PAR3322943 184
DESCRIPTION OF NATIXIS AS INTEREST RATE SWAP COUNTERPARTY The information contained in this section related to Natixis and the Natixis Group has been obtained from Natixis and is furnished solely to provide limited information regarding Natixis and the Natixis Group and does not purport to be comprehensive. NATIXIS (formerly known as Natexis Banques Populaires) is a French limited liability company (société anonyme à conseil d administration) registered with the Registre du Commerce et des Sociétés de Paris under No. 542 044 524 ( NATIXIS ). NATIXIS has its registered office address at 30 avenue Pierre Mendès-France, 75013 Paris, France. With effect as of 31 July 2009 (non-inclusive), NATIXIS is affiliated with BPCE, the central body of Groupe BPCE. This affiliation with BPCE replaces, with effect as of same date, the dual affiliation of NATIXIS with Caisse Nationale des Caisses d Epargne et de Prévoyance (CNCE) and Banque Fédérale des Banques Populaires (BFBP), which was governed by a dual affiliation agreement terminated on the same date. NATIXIS is the corporate, investment and financial services arm of Groupe BPCE, the 2nd-largest retail banking group in France. With close to 22,000 experts in 68 countries, NATIXIS has a number of areas of expertise which are organized in three core businesses: Corporate and Investment Banking, Investment Solutions (Asset Management, Insurance, Private Banking, Private Equity) and Specialized Financial Services. NATIXIS has its own client base of companies, financial institutions and institutional investors as well as the client base of individuals, professionals and small and medium-size businesses of Groupe BPCE s two retail banking networks, Banque Populaire and Caisse d Epargne. NATIXIS is listed on the Paris stock exchange (Nyse Euronext) SBF 120 index and is rated by Standard & Poor s, Fitch Ratings and Moody s. As at 11 July 2012, the long-term rating unsecured and unsubordinated debt obligations of NATIXIS is (stable outlook) for Standard & Poor s, A+ (negative outlook) for Fitch Ratings and A2 (stable outlook) for Moody s. PAR3322943 185
COMPARTMENT CASH MANAGEMENT AND INVESTMENT RULES Introduction In accordance with the Compartment Cash Management Agreement, the Management Company has appointed, with the prior approval of the Custodian, the Compartment Cash Manager to invest the Compartment Cash. The Compartment Cash Manager has undertaken to manage the Compartment Cash in accordance with the provisions of the following investment rules. Authorised Investments A securities account shall be associated with the Compartment Accounts opened in the books of the Compartment Account Bank. The Compartment Cash Manager may, subject to the applicable Priority of Payments, invest the Compartment Cash in the following Authorised Investments: 1. deposits with a credit institution as referred to in paragraph 1 of article R. 214-95 of the French Monetary and Financial Code, the unsecured and unsubordinated debt obligations of which are rated at least (i) A (long term) and F1 (short term) by Fitch and (ii) A (long term) and A-1+ (short term) by S&P, provided that such deposits shall be able to be withdrawn or repaid at any time, so that upon the FCT's request the corresponding funds shall be made available within 24 hours; 2. treasury bills (bons du trésor) denominated in Euros which are rated at least (x) AA- (long term) by Fitch and/or F1+ (short term) by Fitch, where residual maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch and/or F1 (short term), where residual maturities are up to 30 calendar days and (y) AAA by S&P; 3. debt instruments (titres de créances) referred to in paragraph 3 of article R. 214-95 of the French Monetary and Financial Code, denominated in Euros and rated by Fitch and S&P 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) the issuer of the securities shall be rated at least AA- (long term) by Fitch and F1+ (short term) by Fitch; and (B) the relevant securities shall be rated (x) at least AA- (long term) by Fitch and/or F1+ (short term) by Fitch, where residual maturities are from 31 to 365 calendar days, or at least A (long term) by Fitch or F1 (short term), where residual maturities are up to 30 calendar days and (y) A-1+ (short term) by S&P; and 4. negotiable debt instruments (titres de créances négociables) within the meaning of articles L. 213-1 et seq. of the French Monetary and Financial Code, denominated in Euros. The issuer of the negotiable debt instruments shall be rated at least AA- (long term) by Fitch and F1+ (short term) by Fitch and AAA (long-term) by S&P, it being understood that the Management Company will ensure that the Compartment Cash Manager complies with the investment rules described below. Investment rules The Management Company will appoint, with the prior approval of the Custodian, the Compartment Cash Manager to arrange for the investment of the Compartment Cash. The Management Company will verify that the Compartment Cash Manager manages the Compartment Cash in accordance with the investment criteria contained in Section Authorised Investments above, PAR3322943 186
provided that the Management Company will remain liable to the Noteholders and the Residual Unitholders for the control and verification of the investment rules. These investment rules tend to remove any risk of loss in principal and to provide for a selection of securities whose credit quality does not risk a review of the ratings of the Class A Notes. Save for money market mutual fund shares (SICAV monétaires) and mutual fund units (parts de fonds communs de placement), the securities shall have a stated maturity date and shall not be disposed of before their maturity date, except in exceptional circumstances under instructions of the Management Company, when justified by the need to protect the interests of the Noteholders and of the Residual Unitholders, such as when the situation of the issuer of the securities gives cause for concern, where there is a risk of market disruption or of inter-bank payment disruption at the maturity date of the relevant securities. There will be no investment whose maturity date would overrun the Final Legal Maturity Date. Each of the investments with a maturity date will mature at the latest on the immediately following Settlement Date. Compartment Cash Management Agreement The Compartment Cash will be managed by the Compartment Cash Manager in accordance with the provisions of the Compartment Cash Management Agreement and with the above mentioned investment rules. The Compartment Cash Management Agreement will be executed on or prior to the Closing Date and may be amended from time to time. Termination of the Compartment Cash Management Agreement The Management Company may at any time (on giving a 30-day prior written notice to the Custodian) replace the Compartment Cash Manager it has originally chosen by any other entity provided in particular that: (a) (b) this substitution, once prior notice has been given to the Rating Agencies, shall not result in the placement on creditwatch with negative outlook, or the downgrading or the withdrawal of any of the ratings of the Notes; and such entity assumes all of the rights and obligations of the Compartment Cash Manager under the Compartment Cash Management Agreement and, in particular, waives its contractual rights of recourse against the FCT under the terms and conditions set out in the Compartment Cash Management Agreement. Resignation of the Compartment Cash Manager The Compartment Cash Manager may resign the Compartment Cash Management Agreement only on giving a 30-day prior written notice to the Management Company and the Custodian and subject to certain conditions. The Compartment Cash Management Agreement shall terminate automatically on the Compartment Liquidation Date. Governing law The Compartment Cash Management Agreement shall be governed by French law and all claims and disputes arising in connection therewith will be subject to exclusive jurisdiction of the French courts having competence in commercial matters. PAR3322943 187
LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES Introduction Pursuant to the Compartment Regulations and the Master Purchase Agreement, the Management Company shall, or in the case of an optional liquidation, may declare the early liquidation of the Compartment in accordance with articles L. 214-49-10 and R.214-101 of the French Monetary and Financial Code in the circumstances described below, provided that such event would not cause the liquidation of the other compartments of the FCT or of the FCT itself. Except in such circumstances, the Compartment would be liquidated on the Compartment Liquidation Date. Liquidation The Management Company, acting in the name and on behalf of the FCT, shall be entitled to declare the liquidation of the Compartment in case of occurrence of any of the following events (each a Compartment Liquidation Event ): (a) (b) (c) (d) the liquidation is in the interest of the Residual Unitholders and Noteholders; or at any time, (i) the outstanding balances (capital restant dû) of the undue (non échues) Performing Receivables held by the Compartment falls below ten (10) per cent. of the maximum aggregate of the outstanding balances (capital restant dû) of the undue (non échues) Purchased Receivables recorded since the Closing Date or (ii) the Class A Notes have been redeemed in full, and the Seller requests the liquidation of the Compartment under a clean-up offer; or the Notes and the Residual Units issued by the FCT in respect of the Compartment are held by a single holder and such holder requests the liquidation of the Compartment; or the Notes and the Residual Units issued by the FCT are held solely by the Seller and the Seller requests the liquidation of the Compartment. Clean-up Offer Upon the occurrence of a Compartment Liquidation Event in the circumstances described above, pursuant to the provisions of the Master Purchase Agreement and the Compartment Regulations, the Management Company shall propose to the Seller, within the framework of a cleanup offer, to repurchase the Purchased Receivables remaining among the Assets Allocated to the Compartment in a single transaction in accordance with the following terms and conditions. Repurchase of the Purchased Receivables The repurchase price of the Purchased Receivables comprised within the Assets Allocated to the Compartment shall be in the case of a liquidation upon the occurrence of a Compartment Liquidation Event, an amount based on the fair market value of assets having similar characteristics to the Purchased Receivables comprised within the Assets Allocated to the Compartment, having regard to the aggregate Outstanding Principal Discounted Balances of the Performing Auto Lease Contracts comprised within the Assets Allocated to the Compartment. PAR3322943 188
In addition such repurchase price (taking into account for this purpose the Compartment Cash but excluding the amount of the Commingling Reserve, the General Reserve and the Performance Reserve) must be sufficient to enable the FCT to repay in full all amounts outstanding to Noteholders after payment of all other amounts due by the FCT with respect to the Compartment and ranking senior to those payments in the Accelerated Priority of Payments. The repurchase of the Purchased Receivables comprised within the Assets Allocated to the Compartment in the circumstances described above will take place on a Payment Date, and at the earliest on the first Payment Date following the date on which the relevant Compartment Liquidation Event will have been determined by the Management Company. The repurchase price will be credited to the General Collection Account by no later than on the Settlement Date preceding the relevant Payment Date. In the event that the Management Company decides to declare the dissolution of the Compartment and carry out the liquidation procedure and if: (a) (b) the Class A Notes have been redeemed in full; and the Seller sends to the Management Company a letter in which it undertakes to accept the relevant clean-up call offer made by the Management Company and to repurchase the Purchased Receivables in accordance with the above on the relevant Payment Date, the Servicer shall be entitled to stop the transfers of Available Collections to the General Collection Account from the last calendar day (excluded) of the month immediately preceding that Payment Date, provided that one (1) Business Day before the Compartment Liquidation Date, it will transfer to the General Collection Account an amount equal to the Available Collections collected by it from the day it stopped to make transfers to the General Collection Account. The Seller will always be entitled to turn down any clean-up offer made by the Management Company. Consequently, if the repurchase of the Purchased Receivables by the Seller in accordance with the conditions set out above does not occur for whatever reason, the Management Company may offer to dispose of such Purchased Receivables remaining among the remaining Assets Allocated to the Compartment, to any credit institution qualified to acquire these Purchased Receivables under the same terms and conditions. Liquidation Procedure of the Compartment On the Compartment Liquidation Date: (a) (b) (c) (d) the Noteholders will be repaid all amounts owing to them on the immediately succeeding Payment Date subject to and in accordance with the Accelerated Priority of Payments; and upon liquidation of the Compartment and subject to the Servicer having complied in full with its financial obligations (obligations financières) under the Master Servicer Agreement, the amount standing to the credit of the Commingling Reserve Account will be released and retransferred directly to the Servicer; upon liquidation of the Compartment and subject to the Seller having complied in full with its Seller Performance Undertakings, the amount standing to the credit of the Performance Reserve Account will be released and retransferred directly to the Seller; and upon the liquidation of the Compartment and subject to the full payment of any amounts ranking in higher priority pursuant to the Accelerated Priority of Payments, an amount equal to the part of the General Reserve Cash Deposit not otherwise used or reimbursed on a preceding Payment Date will be retransferred to the Seller. PAR3322943 189
The Management Company, pursuant to the provisions of the Compartment Regulations, shall be responsible for the liquidation procedure in the event of any liquidation of the Compartment. In this respect, it has full authority to dispose of the Assets Allocated to the Compartment, to pay the Noteholders and the potential creditors in accordance with the Accelerated Priority of Payments and to distribute any Liquidation Surplus. The statutory auditor and the Custodian shall continue to exercise their duties until the completion of the liquidation procedure of the Compartment. The Liquidation Surplus, if any, will be attributed to the holder of the Residual Units as a final payment in principal and interest in respect of the Residual Units on a pro rata and pari passu basis. PAR3322943 190
MODIFICATIONS TO THE TRANSACTION Other than for amendments of a minor or mere technical nature, amendments to the Transaction Documents shall be made provided that the Rating Agencies have received prior notice of any amendment and that such amendment shall not result, in the reasonable opinion of the Management Company, in the placement on negative outlook or as the case may be on rating watch negative or on review for possible downgrade, or the downgrading or the withdrawal of any of the ratings of the Class A Notes or that such amendment limits such downgrading or avoids such withdrawal. In addition, any amendment to the Transaction Documents shall require the prior consent of the Interest Rate Swap Counterparty: (a) (b) if the effect of such amendment is to affect the amount, timing or priority of any payments due between the parties to the Interest Rate Swap Agreements; or to the extent where such amendment would have a material adverse effect on the Interest Rate Swap Counterparty. Any event which may impact the Notes and any modification of characteristic elements (éléments caractéristiques) contained in the Prospectus shall be made public in accordance with article 223-21 of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). Any new facts or any error or inaccuracy relating to the information contained in the Prospectus which may have a material impact on the valuation of the Notes is mentioned in a complementary information note (note complémentaire) which, prior to its diffusion, is submitted to the approval of the Autorité des Marchés Financiers.. This report (communiqué) shall be annexed to this Prospectus and incorporated in the next activity report. These modifications will be binding with respect to the Noteholders within three (3) Business Days after they have been informed thereof. PAR3322943 191
GOVERNING LAW SUBMISSION TO JURISDICTION Jurisdiction The parties to the Transactions Documents have agreed to submit any dispute that may arise in connection with the Transaction documents to the exclusive jurisdiction of the competent courts in commercial matters within the jurisdiction the Cour d Appel of Paris. Pursuant to the Compartment Regulations, the French courts having competence in commercial matters will have exclusive jurisdiction to settle any dispute that may arise between the Noteholders, the Management Company and/or the Custodian in connection with the establishment, the operation or the liquidation of the Compartment. Governing Law This Prospectus is governed by and shall be governed by and interpreted in accordance with French law. PAR3322943 192
GENERAL ACCOUNTING PRINCIPLES GOVERNING THE COMPARTMENT 1 The accounts of the Compartment and of the FCT, generally, shall be prepared in accordance with the recommendations of the French Conseil National de la Comptabilité (the National Accounting Board) as set out in its avis no. 2003-09 dated 24 June 2003 implemented by Regulation of the French Comité de la Règlementation Comptable no. 2003-03 dated 2 October 2003. Pursuant to article L. 214-48 II of the French Monetary and Financial Code, there are specific accounts for the Compartment within the accounts of the FCT. Purchased Receivables and income The Purchased Receivables shall be recorded on the Compartment s balance sheet at their nominal value. The potential difference between the purchase price and the nominal value of the receivables, whether positive or negative, shall be carried in an adjustment account on the asset side of the balance sheet. This difference shall be carried forward on a pro rata and pari passu basis of the amortisation of the Purchased Receivables. The interest on the Purchased Receivables shall be recorded in the income statement, pro rata temporis. The accrued and overdue interest shall appear on the asset side of the balance sheet in an apportioned receivables account. Delinquencies or defaults on the receivables existing as at their purchase date are recorded in an adjustment account on the asset side of the balance sheet. This amount shall be carried forward on a temporary pro rata basis over a period of twelve (12) months. The Purchased Receivables that are accelerated by the Servicer pursuant to the terms and conditions of the Master Servicing Agreement and in accordance with the Servicing Procedures shall be accounted for as a loss in the account for defaulted assets. Issued Notes and income The Notes and the Residual Units shall be recorded at their nominal value and disclosed separately in the liability side of the balance sheet. Any potential differences, whether positive or negative, between the issuance price and the nominal value of the Notes be recorded in an adjustment account on the liability side of the balance sheet. These differences shall be carried forward on a pro rata and pari passu basis of the amortisation of the Purchased Receivables. The interest due with respect to the Notes shall be recorded in the income statement pro rata temporis. The accrued and overdue interest shall appear on the liability side of the balance sheet in an apportioned liabilities account. Expenses, fees and income related to the operation of the Compartment The various fees and income paid to the Custodian, the Management Company, the Servicer, the Paying Agent, the Data Protection Agent, the Specially Dedicated Account Bank, the Compartment Cash Manager and the Compartment Account Bank shall be recorded, as expenses, in the accounts pro rata temporis over the accounting period. All costs related to the establishment of the Compartment shall be borne by the Seller. 1 TBC by FCT Auditors. PAR3322943 193
Interest Rate Swap Agreements The interest received and paid pursuant to the Interest Rate Swap Agreements shall be recorded at their net value in the income statement. The accrued interest to be paid or to be received shall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to be received shall be recorded, with respect to the Interest Rate Swap Agreements, on the liability side of the balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettes rattachées). Junior Swap Agreement The interest received and paid pursuant to the Junior Swap Agreement shall be recorded at their net value in the income statement. The accrued interest to be paid or to be received shall be recorded in the income statement pro rata temporis. The accrued interest to be paid or to be received shall be recorded, with respect to the Junior Swap Agreement, on the liability side of the balance sheet, where applicable, on an apportioned liabilities account (compte de créances ou de dettes rattachées). General Reserve Cash Deposit The General Reserve Cash Deposit shall be recorded to the credit of the General Reserve Account on the liability side of the balance sheet. Amount standing to the credit of the Commingling Reserve Account The amount standing to the credit of the Commingling Reserve Account shall be recorded to the credit of the Commingling Reserve Account on the liability side of the balance sheet. Amount standing to the credit of the Performance Reserve Account The amount standing to the credit of the Performance Reserve Account shall be recorded to the credit of the Performance Reserve Account on the liability side of the balance sheet. Compartment Cash The income generated from the Compartment Cash investments shall be recorded in the income statement pro rata temporis (excluding interests earned on the Commingling Reserve Account, the General Reserve Account and the Performance Reserve Account which belong to Crédipar). Income The net income shall be posted to a retained earnings account. Liquidation Surplus The Liquidation Surplus shall consist of the income arising from the liquidation of the Compartment and the retained earnings. Duration of the accounting periods Each accounting period of the Compartment shall be 12 months and begin on 1 January and end on 31 December, save for the first accounting period of the Compartment which shall begin on the Closing Date and end on 31 December 2012. PAR3322943 194
Accounting information in relation to the FCT The accounting information with respect to the FCT shall be provided by the Management Company, under the supervision of the Custodian, in its annual report of activity and half-yearly report of activity, pursuant to the applicable accounting standards. As at the Closing Date, the provisions of the said accounting standards lead to the presentation of consolidated accounts of the FCT, provided that the said accounts will be subject to certification by the statutory auditor of the FCT. Accounting information of the Compartment The accounting information with respect to the Compartment and each compartment, generally, shall be provided by the Management Company, under the supervision of the Custodian, in its annual report of activity and half-yearly report of activity in relation to the Compartment, pursuant to the applicable accounting standards as set out in the relevant Compartment Regulations. FCT. The accounts of the Compartment will be subject to certification by the statutory auditor of the PAR3322943 195
THIRD PARTY EXPENSES In accordance with the Compartment Regulations, the Compartment Expenses are the following and are paid to their respective beneficiaries pursuant to the relevant Priority of Payments. Any tax or cost to be borne by the FCT in respect of the Compartment in France, if any, would also constitute Compartment Expenses. Management Company In consideration for its obligations with respect to the Compartment, the Management Company shall receive a fee (taxes excluded) equal to 70,000 per annum during the Revolving Period and 65,000 per annum during the Amortisation Period and Accelerated Amortisation Period, payable in equal portions on each Payment Date. In consideration for the publication of the lease by lease file, the Management Company will receive a fee (taxes excluded) equal to 3,000 per annum payable in equal portions on each Payment Date. Upon replacement of the Servicer, the Management Company will receive a flat fee (taxes excluded) equal to 10,000. The Management Company will also receive, in addition to the fees mentioned above, an amount of 8,000 (taxes excluded) equal to the fees payable to the statutory auditor of the FCT. The fees payable to the statutory auditor of the FCT will be paid directly by the Management Company to the statutory auditor. The Management Company shall also receive a liquidation fee equal to 5,000 (taxes excluded) and a fee for amendment of the documentation or replacement of a party equal to 5,000 (taxes excluded). The fees payable to the Management Company are not subject to value added tax, provided that in case of change of law such fees may become subject to valued added tax. The fees payable to the statutory auditor are subject to value added tax. The Management Company will also receive, in addition of the fees mentioned above, the reimbursement of all taxes as may be reasonably incurred for the operation of the FCT and paid directly by the Management Company, with the prior consultation of the Seller. All such fees and taxes shall be paid in accordance with and subject to the applicable Priority of Payments. Custodian In consideration for its obligations with respect to the Compartment, the Custodian shall receive, in accordance with and subject to the applicable Priority of Payments, a fee (taxes included) equal to 30,000 per annum and payable in equal portions on each Payment Date. Servicer On each Payment Date, in accordance with and subject to the applicable Priority of Payments, the Servicer will receive a monthly fee (inclusive of VAT) in respect of the administration, recovery and collection of the Purchased Receivables equal to : (i) (ii) 1/12 of 0.75 per cent. of the sum of the Outstanding Principal Discounted Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT); plus, as the case may be, 1/12 of 1.0 per cent. of the sum of (a) the Outstanding Principal Discounted Balance of the Delinquent Receivables and PAR3322943 196
(b) the Unpaid Balances of all Delinquent Auto Lease Contracts and all Defaulted Auto Lease Contracts excluding written off Receivables serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT) provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 1.0 per cent. of the sum of the Outstanding Principal Discounted Balance of all Performing Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT). Compartment Account Bank In consideration for its obligations with respect to the Compartment, the Compartment Account Bank shall receive a fee equal to 8,000 per annum (excluding VAT) payable in equal portions on each Payment Date and in accordance with and subject to the applicable Priority of Payments for a maximum of five accounts, plus 300 (excluding VAT) per any additional account (other than a financial instruments account) opened in relation to the Compartment Accounts and no fee will be charged for each financial instruments account. In addition, the Compartment Account Bank shall receive a custody fee equal to 0.125 bps of the nominal amount of the investments credited to these financial instruments accounts since the immediately preceding Payment Date, payable on each Payment Date. Crédit Agricole Corporate & Investment Banking (CACIB) certificates of deposit will be free of this custody fee. Compartment Cash Manager In consideration for its obligations with respect to the Compartment, the Compartment Cash Manager shall receive, on each Payment Date and in accordance with and subject to the applicable Priority of Payments, a fee equal to 0.01 per cent. per annum (including taxes) of the Compartment Cash effectively invested during the preceding Investment Period on the basis of the number of days in the relevant Investment Period and a year of 360 days. Paying Agent In consideration for its obligations with respect to the Compartment, the Paying Agent shall receive: (a) (b) for its duties as Paying Agent, on each Payment Date, a fee of 450 (excluding VAT); and as holder of a registered account for each Class A Noteholder requesting that the relevant Class A Notes it has subscribed being in the registered form, a one-off fee of 500 on the Closing Date and an annual fee of 1,100 (excluding VAT if applicable), payable in equal portions on each Payment Date, in accordance with and subject to the applicable Priority of Payments.. Data Protection Agent The Data Protection Agent will receive an annual fee of 1,000 (excluding VAT) in respect of the safekeeping of the Decryption Key and of 750 (excluding VAT) per test (if any) after the launch of the transaction, in accordance with and subject to the applicable Priority of Payments. Interest Rate Swap Counterparties The payments made to the Interest Rate Swap Counterparties are included in the Fixed Amounts due to be paid on the relevant Payment Dates. PAR3322943 197
Rating Agencies There annual fees payable by the FCT to the Rating Agencies for surveillance and monitoring purposes are the following: (a) in respect of S&P: 15,400; and (b) in respect of Fitch: 15,000. General Expenses The Compartment will also pay such other fees and expenses as may be reasonably incurred for its operation or in relation to the Notes, and in particular: (a) the annual fee payable to each Noteholder Representative and referred to in Condition 7 (Representation of the Noteholders) of the Notes. Such annual fee shall be apportioned in equal amounts and paid accordingly on each Payment Date; (b) all reasonable expenses relating to any notice and publication made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of each class of Notes, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. PAR3322943 198
INFORMATION RELATING TO THE COMPARTMENT The Management Company shall publish information relating to the Compartment in accordance with the then current and applicable accounting rules and practices. Annual Information Within four (4) months after the end of each financial year, the Management Company shall prepare and publish, in accordance with the then current and applicable accounting rules and practices and under the supervision of the Custodian, an annual report of activity which shall include: 1. the annual accounting documents, with their certification notice by the statutory auditor. The accounting documents are the following: (a) the inventory of the Assets Allocated to the Compartment including: (i) (ii) (iii) the inventory of the portfolios of the Purchased Receivables allocated to the Compartment; the inventory of any other assets purchased by, and financial contracts entered into by, the FCT with respect of the Compartment; and the amount and the distribution of Compartment Cash; (b) the annual accounts including: (i) (ii) (iii) the Compartment s balance sheet; the Compartment s income statement; and the appendix describing the accounting methods applied and, if appropriate, a detailed report on the debts of the Compartment and the guarantees received. 2. An Annual Activity Report including: (a) (b) (c) (d) the amount and proportion of all fees and expenses borne by the Compartment during the financial year; the amount of the Compartment Cash by reference to the Assets Allocated to the Compartment; a description of the transactions carried out by the Compartment during the course of the financial year; and information relating to the Purchased Receivables, to any other assets owned by, and any financial contracts entered into by, the FCT with respect of the Compartment and the Notes issued by the FCT with respect of the Compartment. 3. Any changes made to the rating reports on the Class A Notes and to the main features of the Prospectus and any event which may have an impact on the Notes. The statutory auditor shall attest to the accuracy of the information contained in the annual activity report. PAR3322943 199
Half-yearly Information Within three (3) months after the end of the first half of the financial year, the Management Company shall prepare and publish, in accordance with the then current and applicable accounting rules and practices and under the supervision of the Custodian, a report of activity for the first half of the year which shall include: 1. the financial statements prepared by the Management Company mentioning their review by the statutory auditor; these financial statements shall be prepared on a half-yearly basis including the inventory of the assets as specified in paragraph 1(a) above and the statement as to the liabilities; 2. the information specified in paragraphs 2(b), 2(c) and 2(d) of the above section entitled Annual Information ; and 3. any changes made to the rating reports on the Class A Notes and to the main features of the Prospectus and any event which may have an impact on the Notes issued by the FCT with respect to the Compartment. The statutory auditor certifies that the information contained in the report of activity for the first half of the fiscal year is true and accurate. The annual report of activity, the report of activity for the first half of the financial year and any other information documentation published by the Management Company with respect to the Compartment shall be provided to the Noteholders upon requests. Such reports will also be available on the internet website of the Management Company (www.france-titrisation.fr) and at the principal office of the Custodian. Additional Information The Management Company shall publish on its internet website, or through any other means that it deems appropriate, any information regarding the Seller, the Servicer, the Purchased Receivables, the Notes and the management of the Compartment which it considers significant in order to ensure adequate and accurate information for the Noteholders. In particular, the Management Company shall make available and shall publish the Principal Deficiency Amount, determined on each Payment Date during the Revolving Period and the Amortisation Period. The Management Company shall prepare and provide to the Custodian the Investor Report and the Annual Activity Report on each Calculation Date. Any additional information shall be published by the Management Company as often as it deems appropriate according to the circumstances affecting the Compartment and under its responsibility. PAR3322943 200
SUBSCRIPTION OF THE CLASS A NOTES Subscription of the Notes Subject to the terms and conditions set out in the Class A Notes Subscription Agreement, the Initial Subscriber has, subject to certain conditions precedent, agreed, for the benefit of the FCT, that it shall subscribe and pay for all the Class A Notes on the Closing Date. The proceeds of the issue of the Class A Notes remaining after giving effect to any set-off mechanism agreed between the FCT, the Initial Subscriber, the Class B Notes Subscriber, the Residual Units subscriber and the Seller on that date shall be remitted by the Initial Subscriber to the credit of the Principal Account on the Closing Date. Transfer Restrictions EEA Standard Selling Restriction In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive or where the Prospectus Directive is applied by the regulator (each, a "Relevant Member State"), each of the Joint Lead Managers and the Initial Subscriber has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented or applied in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive as implemented in the Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (a) (b) (c) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than Euro 43,000,000 and (3) an annual net turnover of more than Euro 50,000,000, as shown in its last annual or consolidated accounts; or in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to article 3 of the Prospectus Directive. For the purposes of this provision, the expression an offer of Notes to the public in relation to any 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 Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. Belgium This offering does not constitute a public offering in Belgium. The offering has not been and will not be notified to, and this document or any other offering material relating to the Notes has not been and will not be approved by, the Belgian Banking, Finance and Insurance Commission Commission bancaire, financière et des assurances/commissie voor het Bank-, Financie- en Assurantiewezen ). Any representation to the contrary is unlawful. PAR3322943 201
Each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed not to offer sell, resell, transfer or deliver, or to take any steps thereto, directly or indirectly, any Notes, and not to distribute or publish this document or any other material relating to the Notes or to the offering in a manner which would be construed as (i) a public offering under the Belgian Royal Decree of 7 July 1999 on the public character of financial transactions or (ii) an offering of Notes to the public under Directive 2003/71/EC which triggers an obligation to publish a prospectus in Belgium. Any action contrary to these restrictions will cause the recipient and the Issuer to be in violation of the Belgian securities laws. France Under the Class A Notes Subscription Agreement, each of the Joint Lead Managers and the Initial Subscriber which is a party to such Class A Notes Subscription Agreement has severally but not jointly (sans solidarité) represented and agreed with the Management Company and the Custodian that it has not offered or sold and will not offer or sell, directly or indirectly, Notes to the public in the Republic of France (appel public à l épargne), and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in the Republic of France, this Prospectus or any other offering material relating to the Notes, and that such offers, sales and distributions have been and shall only be made in France (a) in accordance with, article L. 411-2 of the French Monetary and Financial Code to (i) qualified investors (investisseurs qualifiés) acting for their own account and/or (ii) a restricted circle of investors (cercle restreint d'investisseurs) acting for their own account and/or (iii) to persons providing portfolio management financial services (personnes fournissant le service investissement de gestion de portefeuille pour compte de tiers), each as defined in articles D. 411-1 and D. 411-2 of the French Monetary and Financial Code and any implementing regulation or decree and/or (b) to non-resident investors (investisseurs non-résidents). Ireland Each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed that: (i) (ii) (iii) it will not underwrite or place Notes otherwise than in conformity with the provisions of the Investment Intermediaries Act, 1995 of Ireland, as amended, including, without limitation, Sections 9 and 23 (including advertising restrictions made thereunder) thereof and the codes of conduct made under Section 37 thereof or, in the case of a credit institution exercising its rights under the Banking Consolidation Directive (2000/12/EC of 20th March, 2000) in conformity with the codes of conduct or practice made under Section 117(1) of the Central Bank Act, 1989, of Ireland, as amended; in connection with offers or sales of Notes, it has only issued or passed on, and will only issue or pass on, in Ireland, any document received by it in connection with the issue of such Notes to persons who are persons to whom the documents may otherwise lawfully be issued or passed on; and in respect of a local offer (within the meaning of Section 38(1) of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland (the 2005 Act )) of Notes in Ireland, it has complied and will comply with Section 49 of the 2005 Act. Italy The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la Borsa ( CONSOB ). Each of the Joint Lead Managers and the Initial Subscriber has represented and agreed that it will not offer, sell or deliver the Notes or distribute any document relating to the Notes in Italy unless such offer, sale or delivery of Notes or distribution of documents is: (a) made by an investment firm, bank or any other authorized intermediary pursuant to article 25(1)d of CONSOB Regulation 11522. PAR3322943 202
(b) (c) in compliance with article 129 of the legislative decree September 1, 1993, N 385 (the Consolidated Banking Act ) and the implementing Regulations of the Bank of Italy, pursuant to which the issue or the offer of securities in Italy may need to be preceded and followed by an appropriate notice to be filed with the Bank of Italy unless an exemption, depending, inter alia, on the aggregate value of the securities issued or offered in the Italy and their characteristics applies; and in compliance with any and all other applicable laws and regulations, including any notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy, and, in any event, provided that any initial purchaser purchasing the Notes undertakes not to further distribute or transfer the Notes, except in accordance with any applicable laws and regulations, including any requirements or limitations imposed by CONSOB or the Bank of Italy. Japan The Notes have not been and will not be registered under the Securities and Exchange Law of Japan (Law No. 25 of 1948 as amended, the "SEL") and disclosure under the SEL has not been and will not be made with respect to the Notes. Neither the Notes nor any interest therein may be offered, sold, resold or otherwise transferred, directly or indirectly, in Japan to or for the account of any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the SEL and all other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities. As used in this paragraph, resident of Japan means any person resident in Japan, including any corporation or other entity organised under the laws of Japan. Jersey The Notes may not be offered to, sold to or purchased by person resident for income tax purposes in Jersey (other than financial institutions in the ordinary course of business). Luxembourg The Notes may not be sold or publicly offered in the Grand-Duchy of Luxembourg. Each of the Joint Lead Managers and the Initial Subscriber has agreed that it has not and will not make any public offering or sales Notes of any class and have not distributed and will not distribute any offering material relating to the Notes of any class in or from the Grand-Duchy of Luxembourg, except for those Notes in respect of which requirements of Luxembourg law concerning public offerings of securities in the Grand-Duchy of Luxembourg have been fulfilled. Netherlands Each of the Joint Lead Managers and the Initial Subscriber has undertaken and agreed that it will not offer or sell, transfer or deliver in or from the Netherlands, the Notes, as part of their initial distribution, or at any time thereafter, directly or indirectly, other than to individuals or legal entities in the Netherlands who or which trade or invest insecurities in the conduct of a profession or trade within the meaning of section 2 of the exemption regulation to the Netherlands Securities Market Supervision Act 1995, as amended from time to time (Vrijstellingsregeling Wet toezicht effectenverkeer 1995), which includes banks, securities firms, insurance companies, pension funds, investment institutions, central governments, large international and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises which are regularly active in the financial markets in a professional manner. PAR3322943 203
United Kingdom Under the Class A Notes Subscription Agreement to which it is a party, each of the Joint Lead Managers and the Initial Subscriber has represented, warranted and agreed that: (a) (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the FCT; 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 Notes in, from or otherwise involving the United Kingdom. United States of America The Notes have not been and will not be registered under the United States Securities Act 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 certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S ( Regulation S ) of the Securities Act. Until forty (40) days after the commencement of the offering of any Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act General No action has been or will be taken in any jurisdiction by any Joint Lead Manager that would, or is intended to, permit a public offering of the Class A Notes, or possession or distribution of this Prospectus or any other material, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Prospectus comes are required by each of the Joint Lead Managers and the Initial Subscriber to comply with all applicable laws and regulations in each country or jurisdiction in which they purchase, offer, sell or deliver Class A Notes or have in their possession, distribute or publish this Prospectus or any other offering material relating to the Class A Notes, in all cases at their own expense. PAR3322943 204
GENERAL INFORMATION 1. Approvals of the Autorité des Marchés Financiers: For the purpose of the listing of the Notes, on the Paris Stock Exchange (Euronext Paris) in accordance with articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 of the French Monetary and Financial Code and pursuant to the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers), (i) the General Memorandum (Note de Référence Générale) was registered with the Autorité des Marchés Financiers on 28 October 2010 under number NR10-01 and (ii) this Prospectus was granted a visa number FCT N 12-17 by the Autorité des Marchés Financiers on 19 July 2012. 2. Listing on Regulated Markets: Application has been made to list the Class A Notes on the Paris Stock Exchange (Euronext Paris). 3. Clearing Systems Clearing Codes ISIN Numbers: The Class A Notes have been accepted for clearance through Euroclear and Clearstream Banking. The Common Codes and ISINs for each class of Notes are as follows: Common Code ISIN Class A Notes 080444907 FR0011288547 4. Documents available: The General Memorandum (Note de Référence Générale) and this Prospectus shall be made available free of charge, to the Noteholders, at the respective head offices of the Management Company, the Custodian and the Joint Lead Managers (the addresses of which are specified on the last page of this Prospectus). Copies of the General Regulations and of the Compartment Regulations shall be made available for inspection by the Notetholders at the respective head offices of the Management Company and the Custodian (the addresses of which are specified on the last page of this Prospectus). 5. Statutory Auditor to the FCT: Pursuant to article L. 214-49-9 of the French Monetary and Financial Code, the statutory auditor of the FCT and the Compartment (Deloitte & Associés, 185, avenue Charles de Gaulle, 95524 Neuilly-sur-Seine Cedex, France) have been appointed for six (6) financial years, by the board of directors of the Management Company with the prior approval of the Autorité des Marchés Financiers. Under the applicable laws and regulations, the statutory auditor will establish the accounting documents relating to the Compartment. In compliance with article L. 214-48-II of the French Monetary and Financial Code, the accounts of the Compartment will remain separate from the accounts of the FCT. PAR3322943 205
INDEX OF APPENDICES The following Appendices contain additional information and constitute an integral and substantive part of this Prospectus. The investors, subscribers and Unitholders shall take into consideration such additional information contained in these Appendices. Appendix I - Glossary of Defined Terms Appendix II - Notes Description Table Appendix III - Ratings Appendix IV - Rating Document issued by Fitch Appendix V - Rating Document issued by S&P PAR3322943 206
APPENDIX I GLOSSARY OF DEFINED TERMS 2007 Order means the order (arrêté) of 20 February 2007 relating to capital requirements for credit institutions and investment firms, as amended from time to time. 2010 Order means the order (arrêté) of 25 August 2010 modifying several regulatory provisions relating to prudential control of credit institutions and investment firms. Accelerated Amortisation Event means any of the events defined in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS of this Prospectus, upon the occurrence of which, the Revolving Period ends and the Accelerated Amortisation Period begins or the Amortisation Period ends and the Accelerated Amortisation Period begins. Accelerated Amortisation Period means, subject to no Compartment Liquidation Event having occurred, the period beginning on the first Payment Date following the date on which an Accelerated Amortisation Event occurs and ending on the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero and (iii) the Final Legal Maturity Date. Accelerated Priority of Payments has the meaning given to it in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Priority of Payments during the Accelerated Amortisation Period. Account Bank Required Ratings means (i) the A (long term) and the F-1 (short-term) ratings assigned by Fitch and (ii) the A (long-term) and the A-1 (short-term) ratings assigned by S&P, or, where the relevant party is not subject to a short-term rating by S&P, the A+ (long terme) rating assigned by S&P to the unsecured, unsubordinated and unguaranteed debt obligations of such relevant party. Additional Receivables means the Series of Receivables purchased by the FCT and allocated to the Compartment on any Purchase Date other than the First Purchase Date in accordance with the Master Purchase Agreement. Adjusted Available Collections means, with respect to any Collection Period and in relation to any Payment Date, all amounts subject to any adjustment of the Available Collections with respect to the previous Collection Periods, due to: (a) (b) (c) overpayments by a Debtor; reallocations of funds received from a Debtor in relation to several contracts; or regularisations following an error in the allocation of funds received, due to a similarity of names. Adjusted Available Principal Collections means, with respect to any Collection Period and on any Settlement Date, all amounts subject to any adjustment of the Available Principal Collections with respect to the previous Collection Periods. Alternative Receivables means, with respect to any Car, the Purchase Option Receivables, the Car Sale Receivables, the Termination Indemnity Receivables, the Replacement Value Receivables, the Excess Value Receivables, the Returned Car Expense Receivables, the Original Car Purchase Receivables and, as the case may be and to the extent not subject to any restriction on assignment, the Individual Insurance Receivable which are due or may become due and payable to the Seller in connection with that Car. Amortisation Event means one of the events defined in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PAR3322943 207
PERIODS of this Prospectus, upon the occurrence of which, the Revolving Period ends and the Amortisation Period begins. Amortisation Period means the period (A) commencing (i) at the latest as on the Payment Date falling in February 2015 (inclusive) or (ii) earlier on the Payment Date immediately following the occurrence of an Amortisation Event and (B) ending on the earlier of (i) the date on which the Principal Amount Outstanding of each Note is reduced to zero, (ii) the date on which a Compartment Liquidation Event or an Accelerated Amortisation Event occurs and (iii) the Final Legal Maturity Date. Amortisation Principal Component means, in respect of each Auto Lease Contract considered on an individual basis: (a) (b) (c) in respect of the Scheduled Payments under that Auto Lease Contract and a given Lease Payment Due Date, the Scheduled Principal Payment on that Lease Payment Due Date; in respect of any Prepayment under the relevant Auto Lease Contract, the lower of (a) the amount of such Prepayment and (b) the Outstanding Principal Discounted Balance of such Auto Lease Contract immediately before such Prepayment; and any other amount applied to the amortisation of the Outstanding Balance of the relevant Auto Lease Contract. Ancillary Rights means any rights or guarantees which secure the payment of the Purchased Receivables under the terms of the Auto Lease Contracts. The Ancillary Rights shall be transferred to the Compartment together with the relevant Purchased Receivables on each Purchase Date pursuant and subject to the Master Purchase Agreement. If applicable, the following rights are Ancillary Rights: (a) (b) any and all present and future claims benefiting to Crédipar under any Collective Insurance Contracts relating to an Auto Lease Contract; and any other security interest and more generally any sureties, guarantees, insurance and other agreements or arrangements of whatever character in favour of Crédipar supporting or securing the payment of a Purchased Receivable and the records relating thereto. Annual Activity Report means the report prepared by the Management Company within four (4) months after the end of each financial year and sent to the Custodian and including: (a) (b) (c) (d) the amount and proportion of all fees and expenses borne by the Compartment during each Collection Period of the financial year; the amount of the Compartment Cash by reference to the Assets Allocated to the Compartment; a description of the transactions carried out by the Compartment during the course of each Collection Period of the financial year; and information relating to the Purchased Receivables, to any other assets owned by, and any financial contracts entered into by, the FCT with respect of the Compartment and the Notes issued by the FCT with respect of the Compartment. Assets Allocated to the Compartment has the meaning assigned to it in Section DESCRIPTION OF THE ASSETS ALLOCATED TO THE COMPARTMENT. Authorised Investments means the financial instruments which are the object of investment by the Compartment Cash Manager pursuant to the Compartment Cash Management Agreement. Auto Lease Contract means the lease agreement entered into between the Seller and a Debtor in respect of a Car, being (i) Professional Auto Lease Contracts and (ii) Consumer Auto Lease Contracts. PAR3322943 208
Each Auto Lease Contract includes an option for the Debtor to purchase the relevant Car during the term or at the end of such Auto Lease Contract. Available Amortisation Amount means, in respect of each Payment Date during the Amortisation Period, an amount equal to the greater of (a) zero and (b) an amount equal to (i) minus (ii) where: (i) (ii) is the aggregate of the Principal Amount Outstanding of the Class A Notes, the Principal Amount Outstanding of the Class B Notes as calculated on the immediately preceding Payment Date (or as the case may be, on the Closing Date if such Payment Date falls on 25 September 2012); and is the Outstanding Principal Discounted Balance of all Performing Auto Lease Contracts as calculated on the immediately preceding Determination Date. Available Collections means in respect of any Collection Period and on any Settlement Date an amount equal to the aggregate of: (a) (b) (c) all cash collections (payments of principal, interest, arrears, late payments, penalties and ancillary payments) collected by the Servicer during such Collection Period in relation to the Purchased Receivables (to the exclusion, for the avoidance of doubt, of any amount related to VAT, any insurance premium or services fees related thereto) (including (aa) Prepayments (and the related prepayment penalties), (bb) all Recoveries, (cc) all amounts paid in connection with (x) the indemnity payment paid by any of the Seller in respect of noncompliant Receivables and the termination of the assignment of any Purchased Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and/or (y) the indemnity payment paid by the Seller in the event of Commercial Renegotiation of any Receivable (subject to any set-off with the payment of the Purchase Price of Purchased Receivables to be purchased on the relevant Purchase Date) and (dd) any amounts paid to Crédipar by the Collective Insurers under the Collective Insurance Contracts); any amount debited by the Management Company from the Commingling Reserve Fund on that Settlement Date in the event of a breach by the Servicer of its financial obligations (obligations financières) during that Collection Period under the Master Servicing Agreement; and any amount debited by the Management Company from the Performance Reserve Fund on that Settlement Date in the event of a breach by the Seller of any Seller Performance Undertakings during that Collection Period. plus or minus, as the case may be any Adjusted Available Collections and it being understood that: (i) the Commingling Reserve Fund shall not form part of Available Collections as long as the Servicer complies with its financial obligations under the Master Servicing Agreement; and (ii) the Performance Reserve Fund shall not form part of Available Collections as long as no Compensation Payment Obligations become due and payable by the Seller. Available Distribution Amount means: (a) (b) on each Payment Date during the Revolving Period and the Amortisation Period, the aggregate of the Available Principal Amount, the Available Interest Amount and the balance standing to the credit of the General Reserve Account; and on each Payment Date during the Accelerated Amortisation Period, the aggregate of the balance standing to the credit of the General Collection Account, the Interest Account, the Principal Account and the General Reserve Account, PAR3322943 209
Available Interest Amount means, on any Settlement Date, the sum of: (a) (b) (c) (d) (e) (f) the Available Interest Collections and in respect of the Collection Period immediately preceding such Settlement Date; the income generated by the Authorised Investments (but excluding any interest or investment income earned in respect of the General Reserve Account, the Performance Reserve Account or the Commingling Reserve Account) since the Settlement Date immediately preceding such Settlement Date; all payments received from the Interest Rate Swap Counterparties (including, as the case may be, any amounts paid by any eligible replacement interest rate swap counterparty) in respect of such Settlement Date ; as the case may be, the excess, if any, of (i) any replacement swap premium (soulte) paid by any eligible replacement interest rate swap counterparty upon entering into an interest rate swap agreement with the FCT over (ii) the termination amounts due by the FCT to an Interest Rate Swap Counterparty in the event of an early termination of the corresponding Interest Rate Swap Agreement; all payments received from the Junior Swap Provider in respect of such Settlement Date; and the General Reserve Fund. Available Interest Collections means, on any Settlement Date and in respect of the Collection Period immediately preceding such Settlement Date, an amount equal to the difference between Available Collections and Available Principal Collections and excluding, during the Revolving Period and the Amortisation Period only, any Available Collections in relation to which the Management Company has not received confirmation from the Servicer (whether in the Monthly Servicer Report or otherwise) as to whether they constitute or not Available Principal Collections. Available Principal Amount means, on any Payment Date and in respect of the Collection Period immediately preceding such Payment Date, an amount equal to the sum of: (a) (b) the Available Principal Collections in respect of that Collection Period; and the remaining balance standing to the credit of the Principal Account on the preceding Payment Date (but after the application of the relevant Priority of Payments). Available Principal Collections means, on any Settlement Date and in respect of the Collection Period immediately preceding such Settlement Date, the sum of: (a) (b) (c) (d) for each Performing Auto Lease Contracts, the amount of the Amortisation Principal Component collected under that Performing Auto Lease Contracts during that Collection Period; the principal component of any amount paid during such Collection Period in respect of the indemnification or the rescission (résolution) of the assignment of any Series of Receivables by the Seller; the principal component of any amount paid by any insurance company under the Insurance Contracts (which do not already form part of the Scheduled Principal Payments) during such Collection Period; the principal component of any amount debited by the Management Company from the Commingling Reserve Fund on that Settlement Date in the event of a breach by the Servicer of its financial obligations (obligations financières) during that Collection Period under the Master PAR3322943 210
Servicing Agreement; (e) (f) the principal component of any amount debited by the Management Company from the Performance Reserve Fund on that Settlement Date in the event of a breach by the Seller of any Seller Performance Undertakings during that Collection Period; the Recoveries. plus or minus, as the case may be, any Adjusted Available Principal Collections. Available Purchase Amount means, during the Revolving Period, on each Subsequent Purchase Date of any month during which a Payment Date occurs, an amount equal to the lesser of the following: (a) (b) the Maximum Receivables Purchase Amount as calculated on such Payment Date; and the current credit balance of the Principal Account following the payments in accordance with the Interest Priority of Payments and the priority order set out in paragraph (a) of the Principal Priority of Payments. Average Delinquency Ratio means, on any Determination Date, the arithmetic mean of the last three (3) available Delinquency Ratios (including the Delinquency Ratio calculated on that Determination Date). If less than three (3) observations are available, the Average Delinquency Ratio will be the arithmetic mean of the available observed Delinquency Ratios. Back-to-Back Swap Agreement means the interest rate swap agreement entered into between an Interest Rate Swap Counterparty and Banque PSA Finance on or prior the Closing Date in connection with the Interest Rate Swap Agreement entered into on or about the same date between the FCT and such Interest Rate Swap Counterparty. Banque PSA Finance means a French société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as Custodian, Compartment Cash Manager and Junior Swap Provider. Business Day means a day which is a Target Business Day other than a Saturday, a Sunday or a public holiday in Paris (France). Calculation Date means the fifth (5 th ) Business Day before each Payment Date. Car means any vehicle which is earth-borne, four-wheeled, with at least two powered wheels, weighing 3,500 kilograms or less, used by a Debtor for personal (private or commercial) or professional purposes, and the identification number (numéro de série code VIN) of which is set out in one of the Data Files remitted by the Seller to the Management Company on any Purchase Date. Car Manufacturer means any of Automobiles Peugeot or Automobiles Citroën as manufacturer of the Cars. Car Sale Contract means any car sale contract or agreement (whether or not in writing) entered into between Crédipar and a third party whatsoever and providing for the sale or transfer of one or several Cars by Crédipar to that third party, whether following (a) the return of the relevant Car(s) to Crédipar at the end of an Auto Lease Contract or (b) repossession of the relevant Car(s) following a default by the relevant Debtor under an Auto Lease Contract or (c) any other circumstances (without prejudice to the undertakings of Crédipar under the Transaction Documents). PAR3322943 211
Car Sale Proceed means, in respect of a Car Sale Receivable, the proceeds received by the Seller from the purchaser of the relevant Car. Car Sale Receivables means any amounts (excluding VAT) payable by any third party to Crédipar following the sale or transfer of one or several Cars by Crédipar to that third party in accordance with a Car Sale Contract. Class A Interest Amount means the interest amounts due in respect of each Class A Note on each Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal Amounts Outstanding of such Class A Note as determined by the Management Company at the beginning of the corresponding Interest Period on the basis of the exact number of days elapsed in such Interest Period and a 360 day year. Class A Note means each of the 7,236 Class A Notes issued by the FCT in connection with the Compartment corresponding to an initial nominal amount equal to 100,000, bearing interest at the annual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin. Class A Noteholders means the holders from time to time of the Class A Notes. Class A Noteholders Representative has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES Representation of the Noteholders. Class A Notes Interest Shortfall means, in respect of any Payment Date, the positive difference, if any, existing between the Class A Interest Amounts due on a Payment Date and the Class A Interest Amounts effectively paid to the Class A Noteholders on such Payment Date. Class A Notes Subscription Agreement means the subscription agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Seller and the Joint Lead Managers. Class A Principal Payment means, during the Amortisation Period, the principal amount payable to the Class A Noteholders on each Payment Date as calculated by the Management Company as set out in Section TERMS AND CONDITIONS OF THE NOTES Redemption ). Class B Interest Amount means the interest amounts due in respect of each Class B Note on each Payment Date. This amount is calculated by multiplying the applicable Interest Rate by the Principal Amount Outstanding of such Class B Note as determined by the Management Company at the beginning of the corresponding Interest Period on the basis of the exact number of days elapsed in such Interest Period and a 360 day year. Class B Note means each of the 3,564 Class B Notes issued by the FCT in connection with the Compartment corresponding with an initial nominal amount equal to 100,000, bearing interest at the annual rate equal to the aggregate of the relevant EURIBOR Reference Rate plus the Relevant Margin. Class B Noteholders means the holders from time to time of the Class B Notes. Class B Noteholders Representative has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES Representation of the Noteholders. Class B Notes Interest Shortfall means, in respect of any Payment Date, the positive difference (if any) existing between the Class B Interest Amounts due on a Payment Date and the Class B Interest Amounts effectively payable to the Class B Noteholders on such Payment Date. Class B Principal Payment means, during the Amortisation Period, the principal amount payable to the Class B Noteholders on each Payment Date as calculated by the Management Company as set out in Section TERMS AND CONDITIONS OF THE NOTES Redemption ). PAR3322943 212
Class B Notes and Residual Units Subscription Agreement means the agreement entered into on or before the Closing Date between the Management Company, Banque PSA Finance in its capacity of Custodian and Class B Subscriber, Crédipar in its capacity of Seller and subscriber of the Residual Units. Class B Notes Subscriber means Banque PSA Finance. Clearing Systems means each of Euroclear France and Clearstream Banking, with which the Management Company will register the Class A Notes on the Closing Date. Clearstream Banking means Clearstream Banking Luxembourg S.A.. Closing Date means 24 July 2012. Collateral Accounts means, in respect of each Interest Rate Swap Counterparty, the cash account (the Collateral Cash Account ) in which such cash provided by the Interest Rate Swap Counterparty, if applicable, will be held and the custody account in which such securities provided by the Interest Rate Swap Counterparty, if applicable, will be held (the Collateral Custody Account ). Collection Date means any day on which moneys are collected in respect of the Purchased Receivables. The first Collection Date shall fall on 12 July 2012. Collection Period means, in respect of a Settlement Date, the calendar month immediately preceding such Settlement Date provided that the first Collection Period is the period which shall begin on the first Collection Date and shall end on 31 August 2012. Collective Employment Insurance Contract means any insurance contract entered into by a Debtor with a Collective Insurer in connection with an Auto Lease Contract, and relating to the loss of employment of that Debtor. Collective Employment Insurance Receivables means any amounts payable by an insurance company in relation to a Collective Employment Insurance Contract. Collective Insurance Contracts means a Collective Employment Insurance Contract, a Collective Life Insurance Contract or a Collective Replacement Insurance Contract. Collective Insurer means any of the insurer mentioned in the Collective Insurer List; Collective Insurers List means the list of insurers provided by the Seller to the Management Company on the First Purchase Date, as the same may be amended following the updates provided by the Seller to the Management Company on each Subsequent Purchase Date; Collective Life Insurance Contract means any insurance contract entered into by a Debtor with a Collective Insurer in connection with an Auto Lease Contract, to cover the death and/or incapacity to work of that Debtor. Collective Replacement Insurance Contract means any insurance contract entered into by a Debtor with a Collective Insurer in connection with an Auto Lease Contract, to cover, in case of destruction or theft of a Car, (i) the Excess Value and (ii) the difference between the value of the destroyed or stolen Car and the replacement vehicle purchased, as the case may be, by the Debtor. Commercial Renegotiation means a renegotiation carried out by the Servicer in respect of a Purchased Receivables, in accordance with and subject to the Servicing Procedures. Commingling Reserve means the amount credited by the Servicer or, as the case may be, by any other entity of the PSA Group, to the Commingling Reserve Account on the Closing Date, and adjusted thereafter, as applicable, as security for the full and timely payment of all the financial obligations of the Servicer towards the FCT under the Master Servicing Agreement. PAR3322943 213
Commingling Reserve Required Amount means: (a) (b) on the Closing Date, an amount equal to 21,453,901; and in relation to any Payment Date, an amount as calculated by the Management Company equal to (PODB*MPR + TERVPOP*PTPL)x1.25, where: PODB means the Outstanding Principal Discounted Balance of all Performing Receivables taking into account as the case may be, the Additional Receivables purchased at the Purchase Date immediately preceding such Payment Date; MPR is the maximum of the Monthly Prepayment Rate as determined by the Management Company on the immediately preceding twelve (12) Determination Dates (and for dates before the Closing Date, assuming that the Monthly Prepayment Rate is equal to 1.5%). TERVPOP (standing for exercised residual value purchase option price ) is an amount equal to the Residual Value Purchase Option Price of the Auto Lease Contracts which are maturing in the next Collection Period, (and at the Closing Date, 2 407 820,40 ). PTPL (standing for percentage of tripartite leases ) is an amount equal to the ratio between (i) the sum of the Outstanding Principal Discounted Balance of all Performing Location avec Option d Achat Tripartites Receivables and the Outstanding Principal Discounted Balance of all Performing Crédit Bail Tripartites Receivables and (ii) the Outstanding Principal Discounted Balance of all Performing Receivables. Commingling Reserve Account means the bank account opened in the name of the FCT with the Compartment Account Bank and allocated to the Compartment by the Management Company to which the Servicer or, as the case may be, any other entity of the PSA Group will credit the Commingling Reserve on the Closing Date. Commingling Reserve Fund means the amounts standing to the credit of the Commingling Reserve Account from time to time. Compartment means AUTO ABS COMPARTIMENT 2012-1, a compartment of the FCT jointly established by the Management Company and the Custodian. The Compartment is governed by L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code, the General Regulations and the Compartment Regulations. Compartment Account Bank Agreement means the agreement entered on or before the Closing Date between the Management Company, the Custodian and the Compartment Account Bank in connection with the keeping and management of the Compartment Accounts. Compartment Account Bank means Crédit Agricole Corporate and Investment Bank, a société anonyme with a share capital of 7,254,575,271, whose registered office is located at 9 quai du Président Paul Doumer, 92 920 Paris La Défense Cedex (France), registered with the Trade and Companies Registry of Nanterre (France) under number 304 187 701, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as compartment account bank under the Compartment Account Bank Agreement. Compartment Accounts means each of the following bank accounts: the General Collection Account, the Principal Account, the Interest Account, the General Reserve Account, the Performance Reserve Account, the Commingling Reserve Account and the Collateral Accounts (as the case may be). The Compartment Accounts shall be held by the Compartment Account Bank under the terms of the Compartment Account Bank Agreement. As of the Closing Date, the Management Company shall allocate the above accounts exclusively to the Compartment. PAR3322943 214
Compartment Cash means the monies paid into the Compartment Bank Accounts and comprising the amounts standing from time to time to the credit of the Compartment Accounts and pending allocation. The Compartment Cash shall be invested by the Compartment Cash Manager pursuant to the Compartment Cash Management Agreement. Compartment Cash Management Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Compartment Account Bank and the Compartment Cash Manager pursuant to which the Management Company has appointed, with the prior approval of the Custodian, the Compartment Cash Manager in connection with the management and investment of the Compartment Cash. Compartment Cash Manager means Banque PSA Finance, a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement), in its capacity as compartment cash manager under the Compartment Cash Management Agreement. Compartment Establishment Date means the Closing Date. Compartment Expenses means the Servicing Fee, all expenses and fees due to the Management Company (including the fees due to the statutory auditor of the FCT which will be paid directly by the Management Company to such statutory auditor), the Custodian, the Compartment Account Bank, the Paying Agent, the Data Protection Agent and the Compartment Cash Manager and such other fees and expenses as may be reasonably incurred for the operation or the liquidation of the Compartment, or in relation to the Notes, and in particular the annual fee payable to each Noteholder Representative and referred to in Condition 7 (Representation of the Noteholders) of the Notes and all reasonable expenses relating to any notice and publication made in accordance with Condition 8 (Notices) of the Notes or incurred in the operation of each Masse, including reasonable expenses relating to the calling and holding of Noteholders Meetings in respect of each class of Notes, and all reasonable administrative expenses resolved upon by a Noteholders Meeting. Compartment Expenses Arrears means the difference (if any) between the amount of Compartment Expenses due and payable on any Payment Date and the amount of Compartment Expenses which have been paid on such Payment Date. Compartment Liquidation Date means the date on which the Compartment is liquidated, which will be the date falling six months after the maturity date of the last Purchased Receivable, save if the FCT is liquidated earlier following the occurrence of an Compartment Liquidation Event, in which case the Compartment Liquidation Date shall be the date on which all of the then outstanding Purchased Receivables will have been sold by the FCT. Compartment Liquidation Event means one of the events set out in Section LIQUIDATION OF THE COMPARTMENT, CLEAN-UP OFFER AND RE-PURCHASE OF THE RECEIVABLES Liquidation of this Prospectus. Compartment Regulations means the agreement entered into on or before the Closing Date between the Management Company and the Custodian, in connection with the establishment, the operation and the liquidation of the Compartment. Compensation Payment Obligation means, in respect of any Auto Lease Contract, the financial obligation of the Seller to indemnify the FCT by paying an amount equal to the Outstanding Principal Discounted Balance in respect of such Auto Lease Contract in case of a breach by the Seller of the Seller Performance Undertakings. Consumer Auto Lease Contracts means French Contrats de Locations avec Option d'achat i.e. lease agreements entered into with a Private Debtor PAR3322943 215
Consumer Credit Legislation means the statutory consumer protection provisions in the French Code de la Consommation. Contentious Renegotiation means a renegotiation of a Purchase Receivable carried out by the Servicer if the Purchased Receivable has become a Defaulted Receivable or if a Debtor is referred to the consumer over-indebtedness committee or, if a complaint is made to the court/tribunal pursuant to Title III of Book III of the Consumers Code, or article 1244-1 of the Civil Code, or under any other similar procedure as defined by any regulations in force. Contract Eligibility Criteria means the criteria and specifications with which each Auto Lease Contract relating to a Series of Receivables must comply in order for such Series of Receivables to be purchased at each Purchase Date by the FCT (without prejudice to the Receivables Eligibility Criteria) (see Section DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ). Contractual Documents means the Auto Lease Contracts and any other related documents entered into by the Seller in connection with the Series of Receivables. Corporate Debtor means each Debtor which is an individual using the relevant Car for professional purposes or a small or medium sized company. CPR means, in respect of any Collection Period, the prepayment compound rate (expressed on an annual basis) calculated on each Determination Date by the Management Company as a function of the monthly rate determined by the ratio of: (a) (b) the total Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts which have been prepaid recorded during such Collection Period; and the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts on the Determination Date of the immediately preceding Collection Period less the Scheduled Principal Payment in respect of such Performing Auto Lease Contracts and of such Collection Period; the CPR is equal to the difference between: (i) (ii) 1; and the difference elevated to the power of 12, between 1 and the monthly rate mentioned above. Crédit Bail Bipartites means a lease agreement entered into between the Seller and a Debtor to finance a Car for professional use, where no additional agreement is entered into between the Debtor and a PSA Car Dealer. Crédit Bail Tripartites means a lease agreement entered into between the Seller and a Debtor to finance a Car for professional use which is associated with an additional agreement entered into between the Debtor and a PSA Car Dealer according to which the PSA Car Dealer is obliged to purchase the Car from Crédipar at maturity of CB Tripartites Auto Lease Contract, should the Debtor elect not to exercise its Purchase Option. Credit Reversal means any amount of Available Collections credited or transferred to the Specially Dedicated Bank Account but subsequently rejected (like unpaid checks (chèques sans provision) or rejected direct payments). Custodian means Banque PSA Finance, a société anonyme with a share capital of 177,408,000, whose registered office is located at 75, avenue de la Grande Armée, 75016 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 325 952 224, licensed as a credit institution by the Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement), in its capacity as founder of the Compartment and custodian of the Assets Allocated to the Compartment and, more generally, as PAR3322943 216
founder of the FCT and custodian of the assets of the FCT, under the Compartment Regulations and General Regulations. Data Protection Agent means BNP Paribas Securities Services, a société en commandite par actions with a share capital of 165,279,835, whose registered office is located at 3, rue d Antin, 75002 Paris (France) registered with the Trade and Companies Registry of Paris (France) under number 552 108 011, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), acting through its office located at Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93500 Pantin (France), in its capacity as data protection agent appointed by the Management Company, with the prior approval of the Custodian, under the provisions of the Data Protection Agreement. Debtor means each Private Debtor or Corporate Debtor who has entered into an Auto Lease Contract with the Seller. Declared Auctioneer means any of the auctioneers referred to in the Declared Auctioneers List. Declared Auctioneer List means the list of auctioneers which the Seller usually appoints for the purpose of selling the Cars retrieved from Debtors (in case where the latter chooses not to exercise the purchase option at the maturity of the relevant Auto Lease Contract, or if the Auto Lease Contract is terminated following the default of the Debtor), provided by the Seller to the FCT on the Closing Date and mentioning the name, address, telephone and facsimile number and e-mail address of each auctioneer. Decryption Key means in respect of the Purchased Receivables and the related encrypted information delivered by the Seller to the Management Company pursuant to the Master Purchase Agreement, the code delivered on each Purchase Date by the Seller to the Data Protection Agent that allows for the decoding of the encrypted information received by the Management Company. Defaulted Auto Lease Contract means any Auto Lease Contract in respect of which a Defaulted Receivable has arisen. Defaulted Receivable means a Purchased Receivable in respect of which: (a) (b) any amount due remains unpaid past its due date for 150 calendar days or more; or the Servicer, acting in accordance with the Servicing Procedures, has terminated or accelerated the underlying Auto Lease Contract, or has written off or made provision against any definitive losses at any time prior to the expiry of the period referred to in (a) above. Delinquency Ratio means, on any Determination Date, the ratio between (a) the aggregate Outstanding Principal Discounted Balances of all Delinquent Auto Lease Contracts and (b) the aggregate Outstanding Principal Discounted Balances of all Performing Auto Lease Contracts on the Determination Date of the immediately preceding Collection Period. Delinquent Auto Lease Contract means any Auto Lease Contract in respect of which a Delinquent Receivable has arisen. Delinquent Receivable means any Performing Receivable in respect of which an amount is overdue for strictly less than 150 calendar days. Determination Date means the last day of each calendar month. Discount Rate means, in respect of each Series of Receivables, and with reference to the Purchase Date of such Series of Receivables the higher of: PAR3322943 217
(a) the Implicit Interest Rate of the relevant Auto Lease Contract; and (b) 9.5% Eligibility Criteria means the criteria and specifications with which each Series of Receivables must comply in order to be purchased at each Purchase Date by the FCT (see Section DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ). Encrypted Data File means any electronically readable data tape containing encrypted information relating to the personal data provided under paragraphs 2. of the lists of data set out in schedules 3 and 4 to the Master Purchase Agreement in respect of (i) each Debtor for each Receivable identified in the latest Receivables Purchase Offer (only to the extent the Revolving Period is continuing) and (ii) each Debtor of an outstanding Purchased Receivable (either a Performing Receivable, a Defaulted Receivable or a Delinquent Receivable, but excluding such Receivable (x) the transfer of which has been rescinded (résolu) or (y) which is subject of a repurchase offer or an accepted clean-up offer. EONIA means, on any given day the weighted average rate per annum applicable to overnight unsecured lending transactions in the Euro-Zone interbank market as calculated by the European Banking Federation which appears on the Telerate page 247 and the Reuters page EURIBOR as of 7.00 p.m. (Brussels time), on that day (or: (a) such other page as may replace Telerate pages 247 and the Reuters page EURIBOR on that service for the purpose of displaying such information; or (b) if that service ceases to display such information, such page as displays such information on such service as may replace the Dow Jones/Telerate monitor). If, on any day, the rate is unavailable at such time and on such day the Management Company will request the principal Paris office of four (4) of the Reference Banks to provide it with its offered quotation to leading banks in the Euro-zone interbank market as at 11.00 a.m. (Brussels time) on the day immediately following the day in question. The EONIA for the relevant day shall be determined, on the basis of the offered quotations of those Reference Banks, as the arithmetic mean (rounded upwards to four decimal places) of the rates so quoted, provided that: (a) (b) (c) if, on any such day, two (2) or three (3) only of the Reference Banks provide such offered quotations to the Management Company, the EONIA for the relevant day shall be determined, as outlined above, on the basis of the offered quotations of those Reference Banks providing such quotations; if, on any such day, one (1) only or none of the Reference Banks provides the Management Company with such an offered quotation, the Management Company will forthwith designate in good faith two (2) banks (or, where one (1) only of the Reference Banks provides such a quotation, one (1) additional bank) to provide such a quotation or quotations to the Management Company and the EONIA for the day in question shall be determined, as outlined above, on the basis of the offered quotations of such banks as so designated (or, as the case may be, the offered quotations of such banks as so designated and the relevant Reference Bank); and if no such bank(s) is (are) so designated or such bank(s) as so designated does (do) not provide such a quotation(s), then the EONIA for the relevant day will be the EONIA in effect for the last preceding day to which the foregoing provisions of this definition shall have applied. EURIBOR means: (a) European Interbank Offered Rate, the Euro-zone interbank rate applicable in the Euro-zone calculated by the Banking Federation of the European Union by reference to the interbank rates determined by the credit institutions appointed for this purpose by the Banking Federation of the European Union, published by the European Central Bank in respect of the applicable rate for each Interest Period. The EURIBOR rate is published by Telerate Page No. 248 (or such other page as may replace Telerate Screen Page No. 248 on that service for the purpose of displaying such information or if that service ceases to display such information, PAR3322943 218
such page as displays such information on such equivalent service) at or about 11:00 a.m. (Paris time). The EURIBOR rate applicable to the Notes is determined two (2) Target Business Days prior to any Payment Date; or (b) if, on any Determination Date, the Screen Rate is unavailable at such time on such date, the Management Company will request the principal Paris office of each of the Reference Banks (or any substitute reference bank(s) duly appointed by the Management Company), to provide the Management Company with their quoted rates to premium banks in the Euro-zone interbank market for 3 month euro deposits in the Euro-zone and for 1 month euro deposits in the Euro-zone at or about 11.00 a.m. (Paris time) in each case on the relevant Determination Date. The relevant EURIBOR Reference Rate shall be determined on the basis of the offered quotations of those Reference Banks. If, on any such Determination Date, two or three only of the Reference Banks provide such offered quotations to the Management Company, the relevant EURIBOR Reference Rate for the relevant Interest Period shall be determined, as aforesaid, on the basis of the offered quotations of those Reference Banks providing such quotations. If, on any such Determination Date, one only or none of the Reference Banks provides the Management Company with such an offered quotation, the Management Company shall agree two banks (or, where one only of the Reference Banks provides such a quotation, one additional bank) to provide such a quotation or quotations to the Management Company and the relevant EURIBOR reference rate for the relevant Interest Period in question shall be determined, as aforesaid, on the basis of the offered quotations of such banks as so agreed (or, as the case may be, the offered quotations of such bank as so agreed and the relevant Reference Bank). If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the relevant EURIBOR Reference Rate for the relevant Interest Period shall be the relevant EURIBOR Reference Rate in effect for the last preceding Interest Period to which paragraph (a) or the foregoing provisions of this paragraph (b) shall have applied. EURIBOR Reference Rate means 1-month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3-month EURIBOR) in respect of each Interest Period during the Revolving Period and the Amortisation Period and the Accelerated Amortisation Period EURO, EUR or is the currency of the Republic of France since the beginning on 1 January 1999 of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. According to the provisions of article L. 111-1 of the French Monetary and Financial Code, the Euro is the lawful currency of the Republic of France. Euroclear means Euroclear France. Euro-Zone means the region comprised of the Member States of the European Union that adopts the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March, 1957), as amended by the Treaty on European Union (signed in Maastricht on 7 February 1992). Excess Margin means the excess cash flow resulting on any Payment Date from the positive difference (if any) between: (A) (B) the Available Interest Amount, excluding (i) the General Reserve, (ii) the Commingling Reserve (as the case may be) and (iii) the Performance Reserve (as the case may be); and the aggregate on such Payment Date of: (i) the Compartment Expenses, (ii) the Fixed Swap Amount due to the Interest Rate Swap Counterparties, (iii) the Fixed Junior Swap Amounts due to the Junior Swap Provider and (iv) the Class A Interest Amount and the Class B Notes Interest Amount. PAR3322943 219
Excess Value means, following the theft or destruction of a Car, the difference between the value of the Purchase Option at the time of the occurrence of such theft or destruction and the market value of the relevant Car. Excess Value Receivable means the amount (excluding VAT) payable (if any) by a Debtor to Crédipar following the theft or destruction of the relevant Car equal to the difference between the value of the purchase option at the time of the occurrence of such theft or destruction and the market value of the relevant Car. FCT means the fonds commun de titrisation à compartiments AUTO ABS FCT established jointly by France Titrisation, in its capacity as Management Company, and Banque PSA Finance, in its capacity as Custodian. Pursuant to article 16 of the Ordinance, the FCT will remain to be governed by articles L. 214-5, L. 214-42-1 to L. 214-48, L. 214-49-4 to L. 214-49-10, L. 231-7 and R. 214-92 to R. 214-109 of the French Monetary and Financial Code and by its General Regulations and the Compartment Regulations. FCT Establishment Date means 25 November 2010. Final Legal Maturity Date means, in respect of the Notes, 27 July 2026 (or the next Business Day). First Purchase Date means the Closing Date. "Fitch" means Fitch France S.A., a rating agency licensed to assess notes issued by the French fonds communs de titrisation pursuant to article L-214-44 of the French Monetary and Financial Code, whose head office is located at 60 rue de Monceau, 75008 Paris. Fixed Amount means any fixed amount that the FCT shall pay to each Interest Rate Swap Counterparty under each Interest Rate Swap Agreement. Fixed Junior Swap Amount means the fixed amount, calculated by reference to the fixed rate of 1.5% and the Junior Swap Notional Amount payable by the FCT to the Junior Swap Provider under the Junior Swap Agreement. Floating Amount means the floating amount, based on the relevant EURIBOR Reference Rate, payable by the Interest Rate Swap Counterparties to the FCT under the Interest Rate Swap Agreement. Floating Junior Swap Amount means the floating amount, calculated by reference to the relevant EURIBOR Reference Rate and the Junior Swap Notional Amount, payable by the Junior Swap Provider to the FCT under the Junior Swap Agreement. French Civil Code means the French Code civil. French Commercial Code means the French Code de commerce. French Monetary and Financial Code means the French Code monétaire et financier. General Collection Account means the bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company and which the Servicer is required to credit on each Settlement Date with the Available Collections in respect of the immediately preceding Collection Period. General Memorandum means the document prepared jointly by the Management Company and the Custodian in accordance with article L. 214-49-6 of the French Monetary and Financial Code and the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers) in application of said regulations, registered by the Autorité des Marchés Financiers on 28 October 2010 under number NR10-01. PAR3322943 220
General Regulations means the FCT general regulations (règlement général) dated 23 November 2010 and made between the Management Company and the Custodian in connection with the establishment, the operation and the liquidation of the Compartments and other compartments of the FCT. General Reserve Account means the bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company and to which the General Reserve Cash Deposit shall be credited by the Seller. The General Reserve Fund will be replenished during the Revolving Period and the Amortisation Period from the Interest Account up to the General Reserve Required Amount, subject to the applicable Priorities of Payment. General Reserve Cash Deposit means the cash deposit for an initial amount equal to one (1) per cent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes and made by the Seller under the terms of the Reserve Cash Deposits Agreement on the Closing Date. The General Reserve Cash Deposit will be credited to the General Reserve Account. General Reserve Final Utilisation Date means the earlier of (i) the Payment Date on which the Aggregate Discounted Principal Balance of the Purchased Receivables is reduced to zero and (ii) the Payment Date falling on the Final Legal Maturity Date. General Reserve Fund means the amounts standing to the credit of the General Reserve Account from time to time. General Reserve Required Amount means on any Payment Date, one (1) per cent. of the Principal Amount Outstanding of the Class A Notes and Class B Notes, it being understood that on any Payment Date which falls on or after the General Reserve Final Utilisation Date, the General Reserve Required Amount shall be equal to zero. Global Portfolio Limits means the concentration limits set out in the Section DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ). Implicit Interest Rate means, in respect of any Auto Lease Contracts, the yield-to-maturity of that Auto Lease Contracts. Individual Insurance Receivable means any amount expressed to be payable by an Individual Insurer to the Seller under the relevant Individual Insurance Contract, as the case may be. Individual Insurance Contract means any insurance contract entered into by a Debtor in relation to the destruction of, damage to or theft of the relevant Car and the personal liability of the Debtor relating to the use of that Car (responsabilité civile illimitée). Individual Insurer means any insurer entered into in a Individual Insurance Contract with a Debtor. Information Date means, at the latest, the fifth (5 th ) Business Day following each Determination Date, on which the Servicer shall provide the Management Company with the Monthly Servicer Report with respect to the preceding Collection Period. Initial Principal Amount means: (a) in respect of any Note considered individually, its nominal value, i.e. 100,000; (b) (c) in respect of all Class A Notes considered together, the principal amount of such Class A Notes on the Closing Date, i.e. 723,600,000; and in respect of all Class B Notes considered together, the principal amount of such Class B Notes on the Closing Date, i.e. 356,400,000. PAR3322943 221
Initial Principal Balance means, in respect of each Auto Lease Contract, the principal balance at the date of the signature of that Auto Lease Contract (excluding VAT) before taking into account any payment of any initial rental payment. Initial Receivables" means the Series of Receivables purchased by the FCT and allocated to the Compartment on the First Purchase Date in accordance with the Master Purchase Agreement. Initial Selection Date means 11 July 2012. Initial Subscriber means Banque PSA Finance. Insurance Contract means a Collective Insurance Contract or an Individual Insurance contract, as the context shall require. Instalment Due Date means, in respect of any Instalment, the date on which such Instalment has become due and payable. Instalments means, in respect of any Auto Lease Contract, the amounts of each of the instalments to be made by the Debtor on each date on which such instalment have to be paid under that Auto Lease Contract. Insured Event means with reference to a Debtor that has entered into, as the case may be: (a) (b) (c) a Collective Life Insurance Contract: the death or the disability (in the event of total and irreversible loss of independence) of the Debtor; a Collective Employment Insurance Contract: the loss of his employment by the Debtor; and/or a Collective Replacement Insurance Contract: the destruction or the theft of the relevant Car. Interest Account means the bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company and to which will be credited with the Available Interest Amount on each Settlement Date. Interest Component Purchase Price means, on any Purchase Date and in respect of any Series of Receivables, accrued and unpaid interest as of the immediately preceding Initial Selection Date or Subsequent Selection Date, as applicable. Interest Period means in respect of a Payment Date, the period between the previous Payment Date (inclusive thereof) and the said Payment Date (exclusive thereof), with the exception of the first Interest Period which starts on the Closing Date (inclusive thereof) and ends on the first Payment Date (exclusive thereof), and the last Interest Period which ends on (and exclude) the earlier of: (i) the date on which the Principal Amount Outstanding of each class of Notes is zero; and (ii) the Final Legal Maturity Date. Interest Priority of Payments has the meaning given to it in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Priority of Payments during the Revolving Period and the Amortisation Period. Interest Rate Swap Agreement means each swap agreement (including the FBF Master Agreement, the schedules, the confirmation, the credit support annex and any other related document) dated on or before the Closing Date and made between the Management Company, the Custodian and each Interest Rate Swap Counterparty pursuant to which such Interest Rate Swap Counterparty shall pay to the FCT for the account of the Compartment the Floating Amounts and the Fixed Amounts, provided the netting between Floating and Fixed Amounts duly occurs on the Payment Dates. PAR3322943 222
Interest Rate Determination Date means the second (2 nd ) Business Day preceding as the case may be the Closing Date or any Payment Date. Interest Rate Swap Counterparties means each of Deutsche Bank and Natixis in their capacity as credit institutions having signed on or before the Closing Date the Interest Rate Swap Agreement with the Management Company and the Custodian. Investment Period means any period commencing on (and including) a Settlement Date and ending on (but excluding) the immediately following Settlement Date. Investor Report means the monthly report to be prepared by the Management Company on each Calculation Date for the validation by the Custodian and published by the Management Company on its internet website on each Validation Date. Joint Arrangers means Deutsche Bank and Natixis, respectively, in their capacity as arrangers. Joint Lead Managers means Deutsche Bank and Natixis, respectively, in their capacity as lead managers for the placement of the Class A Notes pursuant to the Class A Notes Subscription Agreement. Junior Swap Agreement means the swap agreement (comprising a FBF Master Agreement, a schedule and a confirmation) dated on or before the Closing Date and made between the FCT, in respect of the Compartment, represented by the Management Company and the Custodian and the Junior Swap Provider in respect of the Class B Notes pursuant to which the Junior Swap Provider is the payer of the Floating Junior Swap Amounts and the FCT is the payer of the Fixed Junior Swap Amounts. Junior Swap Notional Amount means: (a) (b) for any day on or before the first Payment Date: EUR 356,400,000; and for any day thereafter, the aggregate of the Principal Amount Outstanding of the Class B Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. Junior Swap Provider means Banque PSA Finance in its capacity as credit institution having signed on or before the Closing Date the Junior Swap Agreement with the Management Company and the Custodian. Junior Swap Termination Amount means the amount due by the FCT to the Junior Swap Provider or vice-versa in the event of an early termination of the Junior Swap Agreement. Junior Swap Termination Amount Arrears means on any Payment Date, the Junior Swap Termination Amount which remains unpaid. Lease Receivables means the Rental Payment Receivables and the Residual Value Purchase Option Receivable due to the Seller under an Auto Lease Contract. Lease Receivable Due Date means, with respect to any Lease Receivable, the date on which that Lease Receivable is due and payable under the relevant Auto Lease Contract. Liquidation Surplus means any amount standing to the credit of the Principal Account, the General Collection Account and the Interest Account following the liquidation of the Compartment and the payment of principal, interest, expenses and commissions due under the provisions of the Compartment Regulations. PAR3322943 223
Location avec option d achat Bipartites means a lease agreement entered into between the Seller and a Debtor to finance a Car for private use, where no additional agreement is entered into between the Debtor and a PSA Car Dealer. Location avec option d achat Favorable means a lease agreement entered into between the Seller and a Debtor to finance a Car for private use in which at least one of the Purchase Options is a Sponsored Purchase Option. Location avec option d achat Tripartites means a lease agreement entered into between the Seller and a Debtor to finance a Car for private use which is associated with an additional agreement entered into between the Debtor and a PSA Car Dealer according to which the PSA Car Dealer is obliged to purchase the Car from Crédipar at maturity of LOA Tripartites Auto Lease Contract, should the Debtor elect not to exercise its Purchase Option. Maintenance Services Contract means any maintenance contract entered into by a Debtor with a service provider in connection with an Auto Lease Contract, relating to maintenance operations of the relevant Car. Management Company means France Titrisation, a société par actions simplifiée with a share capital of 240,160, whose registered office is located at 41, Avenue de l Opéra, 75002 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 353 053 531, licensed by the Autorité des Marchés Financiers as management company of French fonds communs de créances, acting in the name and on behalf of the FCT in respect of the Compartment (unless the context requires otherwise). Master Definitions Agreement means the agreement entered into on or before the Closing Date by the Management Company, the Custodian, the Seller, the Servicer, the Compartment Cash Manager, the Compartment Account Bank, the Interest Swap Counterparties, the Junior Swap Provider and the Principal Paying Agent and pursuant to which the parties have agreed to define a number of terms and phrases in connection with the establishment and operation of the Compartment. Master Purchase Agreement means the agreement entered into on or before the Closing Date by the Management Company, the Custodian and the Seller pursuant to which the Seller has intended to assign to the FCT some Receivables to be exclusively allocated to the Compartment. Master Servicing Agreement means the agreement entered into on or before the Closing Date between inter alia the Management Company, the Custodian and the Servicer, pursuant to which the Management Company has appointed, with the prior approval of the Custodian, the Seller to service the Receivables and to enforce the Ancillary Rights which both have been transferred to the FCT and allocated to the Compartment. Maximum Receivables Purchase Amount means, during the Revolving Period, and on each Payment Date, the sum equal to the greater of zero and the amount equal to (a) minus (b) where: (a) (b) is the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes (or following a Partial Early Amortisation Event, 90% of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes); and is the Outstanding Principal Discounted Balance of all Performing Auto Lease Contracts as calculated on the immediately preceding Determination Date. French Monetary and Financial Code means the French Code Monétaire et Financier. Monthly Servicer Report means each computer file established by the Servicer supplied on each relevant Information Date to the Management Company under the Master Servicing Agreement. PAR3322943 224
Net Junior Swap Amount means, in respect of a given Payment Date, the difference, expressed as an absolute figure, between the Floating Junior Swap Amount and the Fixed Junior Swap Amount, payable on such Payment Date pursuant to the Junior Swap Agreement. Net Junior Swap Amount Arrears means, on any Payment Date, the Net Junior Swap Amounts which remain unpaid, or as the case may be, the Net Junior Swap Amounts due to the FCT in respect of the Compartment by the Junior Swap Provider. Net Senior Swap Amount means, in respect of a given Payment Date, the difference, expressed as an absolute figure, between the Floating Amount and the Fixed Amount, payable on such Payment Date, in respect of each Interest Rate Swap Agreement. Net Senior Swap Amount Arrears means, on any Payment Date, the Net Senior Swap Amounts which remain unpaid or as the case may be, the net amounts due to the FCT in respect of the Compartment by the Interest Rate Swap Counterparties. Non-Conformity Rescission Amount has the meaning given to it in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Failure to conform and remedies. Noteholder means the holder of Notes from time to time. Noteholders Meeting has the meaning ascribed to it in Section TERMS AND CONDITIONS OF THE NOTES Representation of the Noteholders. Notes means the Class A Notes and the Class B Notes. Notes Interest Shortfall means a Class A Notes Interest Shortfall or a Class B Notes Interest Shortfall, as applicable. Notification of Control means the notice addressed by the Management Company to the Specially Dedicated Account Bank in respect of the operations of the Specially Dedicated Bank Account, with a copy to the Servicer, pursuant to the Specially Dedicated Account Bank Agreement and in the form set out in the Specially Dedicated Account Bank Agreement. Notification of Release means the notice addressed by the Management Company to the Specially Dedicated Account Bank in respect of the operations of the Specially Dedicated Bank Account, with a copy to the Servicer, pursuant to the Specially Dedicated Account Bank Agreement and in the form set out in the Specially Dedicated Account Bank Agreement. Obligor means: (a) (b) (c) (d) (e) any Debtor; any third party who enters into a Car Sale Contract with Crédipar; any PSA Car Dealer or a third party having been substituted to the position of a Debtor upon exercising the option to purchase a Car; and any PSA Car Dealer who enters into an Original Car Purchase Contract with Crédipar; and any Individual Insurer. OPCVM means the securities mutual funds regulated by articles L. 214-2 to L. 214-42 of the French Monetary and Financial Code. Pursuant to article L. 411-2-2 of the French Monetary and Financial Code, OPCVMs are deemed to act as qualified investors. PAR3322943 225
Operation Confirmation means, in respect of any Auto Lease Contract, the document sent by the Crédipar to the corresponding Debtor in order to confirm, inter alia, the Scheduled Payments under that Auto Lease Contract. Original Car Purchase Contract means any car purchase contract entered into between Crédipar and a PSA Car Dealer supplier in respect of the acquisition of a Car by Crédipar. Original Car Purchase Receivable means any amount (excluding VAT) payable by any PSA Car Dealer to Crédipar in the event of cancellation of an Original Car Purchase Contract or an Original Car Purchase Contract being otherwise rendered null and void (déclaré nul) or rescinded (résolu). Outstanding Balance means as of any Determination Date, in respect of any Purchased Receivable, the present value of the remaining scheduled payments of principal and interest (excluding VAT) in accordance with the amortisation schedule of such Receivable, using the Implicit Interest Rate as discount factor and the relevant Instalment Due Dates. Outstanding Principal Discounted Balance means, in respect of each Series of Receivables and the relevant Auto Lease Contract: (a) (b) on the relevant Purchase Date, an amount equal to the remaining amount outstanding (excluding VAT) of all Lease Receivables forming part of that Series of Receivables (for the avoidance of doubt ignoring the possibility of an option being exercised prior to the maturity of the contract), such Lease Receivables being discounted at the Discount Rate as at the Lease Receivables Due Date preceding such Purchase Date of such Receivables; or on any date following the relevant Purchase Date, an amount equal to (i) the Outstanding Principal Discounted Balance of such Series of Receivables at the relevant Purchase Date less (ii) the aggregate of all Amortisation Principal Components (excluding VAT) which have become due in respect of such Auto Lease Contract since the relevant Purchase Date. Partial Early Amortisation means a partial amortisation of the Notes as set out in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Partial Early Amortisation. Partial Early Amortisation Amount means, on any relevant Payment Date, an amount equal to 10% of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Partial Early Amortisation Event means the event occurring when on four (4) successive Purchase Dates, the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts, as calculated on the Determination Date immediately preceding each such Purchase Date (including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contracts the related Series of Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to 90 per cent. (but strictly greater than 80 per cent.) of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Paying Agency Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian and the Paying Agent relating to the payments of principal and interest due in respect of the Notes. Paying Agent means CACEIS CORPORATE TRUST, a société anonyme with a share capital of 12,000,000, whose registered office is located at 1-3, place Valhubert 75013 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 439 430 976, licensed as an investment services provider (prestataire de services d investissement) with the status of an investment firm (entreprise d investissement) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), in its capacity as Paying Agent under the Paying Agency Agreement. PAR3322943 226
Payment Date means, with respect to payments of principal and/or interest in respect of the Notes, during the Revolving Period and the Amortisation Period, the 25 th day of each month in each year provided that during the Revolving Period, the Noteholders will receive only payments of interest it being understood that if the relevant calendar day is not a Business Day it shall fall on the next Business Day (as defined below), except where this should fall on the next calendar month, in which case it shall fall on the immediately preceding Business Day. Performance Reserve Account means the bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company and to which shall be credited the Performance Reserve Cash Deposit. Performance Reserve Cash Deposit means the sum of the Performance Reserve Cash Deposit Initial Amount and of any and all Performance Reserve Cash Deposit Additional Amounts credited by the Seller to the Performance Reserve Account. Performance Reserve Cash Deposit Initial Amount means the amount credited by the Seller on the Closing Date and equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the Closing Date. Performance Reserve Cash Deposit Additional Amount means the amount credited by the Seller on any Settlement Date and equal to 1.5 per cent. of the aggregate of the Purchase Price of all Purchased Receivables which have been transferred to the FCT on the immediately preceding Purchase Date (as the case may be). Performance Reserve Fund means the amounts standing to the credit of the Performance Reserve Account from time to time. Performing Auto Lease Contracts means any Auto Lease Contract which is not a Defaulted Auto Lease Contract. Performing Receivables means Purchased Receivables which are not Defaulted Receivables. Prepayment means any payment made in whole or in part (including any prepayment indemnities) of a Purchase Option Receivable. Principal Account means the bank account opened in the name of the FCT with the Compartment Account Bank, allocated to the Compartment by the Management Company and to which shall be credited the Available Principal Amount on each Settlement Date (with the exception of an Accelerated Amortisation Period) and, if any, the Principal Deficiency Amounts calculated by the Management Company and debited from the Interest Account on each Payment Date, subject to the applicable Priority of Payments. Principal Amount Outstanding means, on any Payment Date and in respect of a Note of any class, the principal amount outstanding resulting from the difference between the Initial Principal Amount of the Notes of that class as at the Closing Date and the sum of principal amounts paid to the Noteholders of that Class at the previous Payment Dates and at the relevant Payment Date. Principal Component Purchase Price means, on any Purchase Date and in respect of any Series of Receivables, the Outstanding Principal Discounted Balance of such Series of Receivables. Principal Deficiency Amount means: (a) on the Closing Date, zero; and PAR3322943 227
(b) on any Payment Date during the Revolving Period and the Amortisation Period, the greater of zero and an amount equal to (i) minus (ii) where: (i) (ii) equals the sum of (x) the Principal Deficiency Amount on the previous Payment Date and (y) the Principal Deficiency Monthly Amount on that Payment Date and (z) the aggregate of all amounts credited to the Interest Account by debiting the Principal Account in accordance with paragraph (a) of the Principal Priority of Payments on all previous Payment Dates; and equals the aggregate of all amounts credited to the Principal Account by debiting the Interest Account in accordance with paragraphs (d) and (e) of the Interest Priority of Payments on all previous Payment Dates. Principal Deficiency Monthly Amount means: (a) on the Closing Date: zero (0); (b) on any Payment Date during the Revolving Period and the Amortisation Period, an amount equal to the sum of the Outstanding Principal Discounted Balance of the Purchased Receivables which became Defaulted Receivables during the Collection Period immediately preceding such Payment Date (this amount not being covered by available excess margin). Principal Deficiency Shortfall means an event occurring when, on a Payment Date during the Revolving Period, the amount transferred from the Interest Account to the credit of the Principal Account in respect of the Principal Deficiency Amount, as applicable in accordance with the Priority of Payments, is lower than the Principal Deficiency Amount as calculated for the aforesaid Payment Date. Principal Priority of Payments has the meaning given to it in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Priority of Payments during the Revolving Period and the Amortisation Period. Priority of Payments means (a) during the Revolving Period and the Amortisation Period: (i) (ii) the Interest Priority of Payments; and the Principal Priority of Payments; (b) during the Accelerated Amortisation Period, the Accelerated Priority of Payments, as set out in Section OPERATION OF THE COMPARTMENT, REMUNERATION AND AMORTISATION OF THE NOTES DEPENDING ON THE PERIODS Distributions. Private Debtor means each Debtor which is an individual using the relevant Car for private purposes. Professional Auto Lease Contracts means French Contrats de Crédits-Bails i.e. lease agreement entered into with a Corporate Debtor. Prospectus means the prospectus prepared jointly by the Management Company and the Custodian in accordance with article L. 412-1 of the French Monetary and Financial Code and the provisions of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers. Prospectus Directive means the Directive 2003/73/EC on the prospectus to be published when securities are offered to the public or admitted to trading, as lastly amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010. PAR3322943 228
PSA Car Dealer means a subsidiary or a branch, as the case may be, of the PSA Group or a car dealer being franchised or authorised by the PSA Group in France. PSA Car Dealers List means the list of PSA Car Dealers provided by the Seller to the Management Company on the First Purchase Date, as the same may be amended following the updates provided by the Seller to the Management Company on each Subsequent Purchase Date. PSA Group means Peugeot S.A., including all French or foreign entities in which Peugeot S.A. holds a direct or indirect interest of at least ten (10) per cent. of the capital and voting rights. Purchase Date means the First Purchase Date and each Subsequent Purchase Date. Purchase Offer means the purchase offer issued by the Seller to the Management Company (with copy to the Custodian), 3 Business Days after any Information Date pursuant to the terms of the Master Purchase Agreement. Purchase Option means, with respect to any Car, the option given to the Debtor or a PSA Car Dealer to purchase the relevant Car other than at the end of the term of the relevant Auto Lease Contract each Auto Lease Contract to purchase that Car. Purchase Option Receivables means, with respect to any Car, (a) the amount (excluding VAT) payable by a Debtor upon exercising the related Purchase Option other than at the end of the term of the relevant Auto Lease Contract relating to that Car or (b) the amount payable by a PSA Car Dealer or a third party (excluding VAT) after having been substituted to the position of a Debtor upon exercising the related Purchase Option other than at the end of the term of that Auto Lease Contract. Purchase Price means, on any Purchase Date in respect of any Series of Receivables, the purchase price of the Series of Receivables to be paid by the FCT to the Seller under the terms of the Master Purchase Agreement. The Purchase Price of any Series of Receivables is equal to the sum of (a) the Interest Component Purchase Price and (b) the Principal Component Purchase Price. Purchase Shortfall means an event which occurs when on two (2) successive Purchase Dates, the aggregate of the Outstanding Principal Discounted Balance of the Performing Auto Lease Contracts, as calculated on the Determination Date immediately preceding each of such Purchase Dates (including the aggregate of the Outstanding Principal Discounted Balance of the Auto Lease Contracts the related Series of Receivables in respect of which are sold by the Seller on the relevant Purchase Date) is less than or equal to 80 per cent. of the aggregate of the Initial Principal Amount of the Class A Notes and the Initial Principal Amount of the Class B Notes. Purchased Receivable means a Receivable being part of the Series of Receivables which has been purchased by the FCT pursuant to the Master Purchase Agreement and allocated to the Compartment and (a) which remains outstanding and (b) the purchase of which has not been rescinded (résolu) in accordance with the Master Purchase Agreement. Rate of Interest means in respect of the Notes of any class during the Revolving Period and the Amortisation Period: the aggregate of (i) 1-month EURIBOR (or, with respect to the first Interest Period, 2 month) and (ii) the Relevant Margin for each class of Notes. Rating Agencies means each of Fitch and S&P. Receivable means any receivable being part of a Series of Receivables. Each Receivable may include one or several Ancillary Rights. Receivables Eligibility Criteria means the criteria and specifications with which each Receivable being part of a Series of Receivables must comply in order for that Series of Receivables to be purchased at each Purchase Date by the FCT (without prejudice to the Contracts Eligibility Criteria) (see Section DESCRIPTION OF THE AUTO LEASE CONTRACTS AND THE RECEIVABLES ). PAR3322943 229
Recoveries means any amounts of principal, interest, arrears and other amounts received, in respect of an enforcement proceeding, by the Servicer, acting in accordance with the Servicing Procedures, in respect of any Auto Lease Contract which has become a Defaulted Auto Lease Contract, pursuant to the terms of the Master Servicing Agreement. Such Recoveries may relate to, as the case may be: (a) (b) any payment (in part or in full) of any Defaulted Auto Lease Contract by the relevant Debtor; and the proceeds of any sale of a Car by the Servicer pursuant to the provisions of the Servicing Procedures, the Auto Lease Contracts and laws and regulations provisions in force. Reduced Payment Date : if the Management Company, on the third (3 rd ) Business Day immediately preceding the Calculation Date has not received a Monthly Servicer Report due to be delivered by the Servicer on the immediately preceding Information Date, the Payment Date immediately following that Calculation Date shall be a Reduced Payment Date. A Reduced Payment Date shall only occur once. Reference Banks means each of Deutsche Bank, Natixis, Crédit Agricole Corporate and Investment Bank, Société Générale and BNP Paribas, in their capacity as credit institutions responsible for communicating to the Management Company interest rate quotations for the calculation of EURIBOR and, as the case may be, EONIA. Relevant Margin means: (i) (ii) 1.20 per cent. per annum in respect of the Class A Notes; and 1.50 per cent. per annum in respect of the Class B Notes. Renegotiation means a Contentious Renegotiation or a Commercial Renegotiation. Rental Payment Receivables means, with respect to any Car, the rental payments (excluding VAT) to be made by a Debtor under the Auto Lease Contract relating to that Car. Replacement Value Receivables means the amount (excluding VAT) payable (if any) by a Debtor to Crédipar following the theft or destruction of the relevant Car up to a maximum value of the market value of the relevant Car. Rescheduling Indemnification Amount has the meaning given to it in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Change in the Scheduled Payments. Reserve Cash Deposits Agreement means the agreement entered into on or before the Closing Date between inter alia the Management Company, the Custodian and the Seller. The Reserve Cash Deposits Agreement relates to the establishment, the funding and the restitution of the General Reserve Cash Deposit. Residual Units means each of the 2 Residual Units issued by the FCT in connection with the Compartment corresponding to an initial nominal amount of 150 bearing interest at an undetermined rate and subscribed on the Closing Date by Crédipar under the terms of the Residual Units Subscription Agreement. Residual Unitholders means the holders from time to time of Residual Units. Residual Value Purchase Option means the option given to each Debtor or a third party (including, without limitation, a PSA Car Dealer) to purchase the relevant Car at the end of each Auto Lease Contract. PAR3322943 230
Residual Value Purchase Option Price means the amount of the Residual Value Purchase Option to be paid by the Debtor or a third party (including, without limitation, a PSA Car Dealer) (excluding VAT) in order to purchase the Car. Residual Value Purchase Option Receivable means, with respect to any Car, upon the exercise by the relevant Debtor of the option to purchase that Car at the end of the term of the relevant Auto Lease Contract, the amount (excluding VAT) payable by (a) the Debtor or (b) any PSA Car Dealer or a third party (excluding VAT) which would have been substituted to the position of the Debtor. Residual Value Risk Percentage means, in respect of each Series of Receivables, the percentage calculated on the relevant Purchase Date equal to (i) the amount of the relevant Residual Value Purchase Option Receivable (ii) divided by an amount equal to the Initial Principal Balance of the relevant Auto Lease Contract. Returned Car Expense Receivables means the amount (if any) payable (excluding VAT) by a Debtor to Crédipar in the event that the relevant Car is returned to Crédipar at the end of the term of an Auto Lease Contract relating to either (a) excess milage or (b) restoring the relevant Car to the required condition. Revolving Period means the period beginning on the Closing Date and ending on the earliest to occur of the Payment Date falling (and including) in January 2015 and the date on which an Amortisation Event occurs or the date on which an Accelerated Amortisation Event occurs. After the Revolving Period, there will be no further purchases of Receivables in respect of the Compartment. Scheduled Interest Payment means in respect of any Lease Receivable payable on its relevant Lease Receivable Due Date, the Outstanding Principal Discounted Balance of the relevant Auto Lease Contract as at the preceding Lease Receivable Due Date multiplied by the Discount Rate divided by 12. Scheduled Payments means, in respect of any Auto Lease Contract (a) the amounts of each of the rental payments (excluding VAT) to be made by the Debtor on each date on which such rental payments have to be paid under that Auto Lease Contract and (b) the amount of the Residual Value Purchase Option (excluding VAT) to be paid by the Debtor on each date on which that Residual Value Purchase Option may be exercised by the Debtor under that Auto Lease Contract. Scheduled Principal Payment means in respect of any Lease Receivable payable on its relevant Lease Receivable Due Date, the amount equal to the positive difference between the amount of the relevant Scheduled Payment and the Scheduled Interest Payment on that Lease Receivable Due Date. Seller means Crédipar, in its capacity as seller of the Receivables on each Purchase Date under the terms of the Master Purchase Agreement. Seller Performance Undertakings means: (a) (b) the continuation of all Auto Lease Contracts in accordance with the usual management and operational procedures of the Seller and the provisions of the Transaction Documents and the full payment of all amounts collected in relation to the Purchased Receivables to the General Collection Account; in the event that any Debtor defaults under the relevant Auto Lease Contract or does not exercise the Residual Value Purchase Option at maturity of such Auto Lease Contract, the recovery (or attempted recovery) and sale of the relevant Car in accordance with the usual management and operational procedures of the Seller and the full payment of the relevant Car Sale Receivables to the General Collection Account within ninety (90) Business Days after the termination of the relevant Auto Lease Contract; PAR3322943 231
(c) (d) the respect of each of the covenants of the Seller as set out in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Covenants Sale of the Cars of this Prospectus; and compliance with the provisions set out in Section DESCRIPTION OF THE MASTER PURCHASE AGREEMENT Benefit of the Master Purchase Agreement of this Prospectus. Senior Swap Subordinated Termination Amount means, in relation to each Interest Rate Swap Agreement, any termination amounts due but unpaid by the FCT to the relevant Interest Rate Swap Counterparty in accordance with the relevant Interest Rate Swap Agreement as a result of an Event of Default or a Change in Circumstances (other than a tax event or illegality) (in each case as defined in the relevant Interest Rate Swap Agreement) where the Interest Rate Swap Counterparty is the Defaulting Party or the Affected Party, as applicable (in each case as defined in the relevant Interest Rate Swap Agreement). Senior Swap Subordinated Termination Amounts Arrears means on any Payment Date, the Senior Swap Subordinated Termination Amounts which remain due and unpaid. Senior Swap Termination Amount means, in relation to each Interest Rate Swap Agreement, any termination amounts due but unpaid by the FCT to the relevant Interest Rate Swap Counterparty in the event of an early termination of the corresponding Interest Rate Swap Agreement. Senior Swap Termination Amount Arrears means on any Payment Date, the Senior Swap Termination Amount which remains due and unpaid. Series of Receivables means, with respect to any Car, the Lease Receivables and the Alternative Receivables, which are due or may become due and payable to the Seller in relation to that Car. Servicer means the Seller appointed by the Management Company, with the prior approval of the Custodian, as servicer of the Purchased Receivables under the Master Servicing Agreement in accordance with article L214-46 of the French Monetary and Financial Code. Servicer Termination Event means one of the events defined in the Section DESCRIPTION OF THE MASTER SERVICING AGREEMENT Termination. Servicing Fee the monthly fee payable to the Servicer on each Payment Date, in accordance with and subject to the applicable Priority of Payments, (inclusive of VAT) in respect of the administration, recovery and collection of the Receivables, being equal to : (i) (ii) 1/12 of 0.75 per cent. of the sum of the Outstanding Principal Discounted Balance of all Performing Receivables which are not Delinquent Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT); plus, as the case may be, 1/12 of 1.0 per cent. of the sum of (a) (b) the Outstanding Principal Discounted Balance of the Delinquent Receivables and the Unpaid Balance of all Delinquent Auto Lease Contracts and all Defaulted Auto Lease Contracts excluding written off Receivables serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT), provided that the aggregate of the fees paid to the Servicer in respect of any Collection Period under (i) and (ii) shall not exceed 1/12 of 1.0 per cent. of the sum of the Outstanding Principal Discounted Balance of all Performing Receivables, serviced by the Servicer at the beginning of the relevant Collection Period (inclusive of VAT). Servicing Procedures mean the administration and servicing procedures which have been defined between the Management Company, the Custodian and the Servicer pursuant to the Master Servicing PAR3322943 232
Agreement and which must be applied by the Servicer for the administration, recovery and collection of any Purchased Receivable. Settlement Date means the Business Day preceding each Payment Date. The first Settlement Date will be 24 September 2012. Specially Dedicated Account means the bank account opened with the Specially Dedicated Account Bank and which is a specially dedicated bank account (compte d affectation spéciale) in accordance with articles L. 214-46-1 and D. 214-103 of the French Monetary and Financial Code and pursuant the terms of the Specially Dedicated Account Bank Agreement. Specially Dedicated Account Bank means Crédit Agricole S.A., a société anonyme with a share capital of 7,494,061,611, whose registered office is located at 91-93, boulevard Pasteur, 75015 Paris (France), registered with the Trade and Companies Registry of Paris (France) under number 784 608 416, licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel). Specially Dedicated Account Bank Agreement means the agreement entered into on or before the Closing Date between the Management Company, the Custodian, the Servicer and the Specially Dedicated Account Bank, pursuant to which an account of the Servicer shall be identified in order to be operated as the Specially Dedicated Bank Account (compte spécialement affecté). Sponsored Purchase Option means, in relation to any Auto Lease Contract, any Purchase Option which is set at an amount lower than the implicit principal outstanding balance of such Auto Lease Contract (as derived from the accounting procedures of the Seller) as at the date of that Purchase Option, in order to create an incentive for the relevant Obligor to exercise such Purchase Option, provided that such Sponsored Purchase Option is available for a period of two (2) or three (3) months beginning on or around the 36 th month (included) after execution of the Auto Lease Contracts.. S&P means S&P (a division of The McGraw-Hill Companies, Inc.), a rating agency licensed to assess notes issued by French fonds communs de titrisation pursuant to article L. 214-44 of the French Monetary and Financial Code, whose head office is located at 21-25, rue Balzac, 75008 Paris (France). Subsequent Purchase Date means, with respect to any Additional Receivables, any date on which the Seller transfers to the FCT, for their exclusive allocation to the Compartment, Additional Receivables, under and subject to the terms of the Master Purchase Agreement. Any Subsequent Purchase Date shall fall at the latest nine (9) Business Days after each Determination Date during the Revolving Period and no earlier than two (2) Business Days after each Information Date. By exception, the first Subsequent Purchase Date will fall in September 2012. Subsequent Selection Date means the date falling one (1) Business Day preceding each Subsequent Purchase Date. Swap Counterparty Required Ratings means the Fitch Required Ratings and the S&P Required Ratings, where: An entity shall have the Fitch Required Ratings where (i) the long-term issuer default rating (IDR) of that entity is rated at least as high as "A" (or its equivalent) by Fitch, and (ii) the short-term IDR of that entity is rated at least as high as "F1" (or its equivalent) by Fitch. An entity shall have the S&P Initial Required Rating if: (i) the short-term, unsecured and unsubordinated debt obligations of that entity are rated at least as high as "A-1" (or its equivalent) by S&P and the long-term, unsecured and unsubordinated debt obligations of that entity are rated at least as high as "A" (or its equivalent) by S&P; or (ii) the long-term, unsecured and unsubordinated debt obligations of that entity are rated at least as high as "A+" (or its equivalent) by S&P. PAR3322943 233
Swap Notional Amount means: (a) (b) for any day on or before the first Payment Date: 723,600,000; and for any day thereafter, the minimum of (x) the aggregate of the Outstanding Principal Discounted Balance of the Performing Receivables on the Determination Date immediately preceding the Payment Date on or immediately preceding such day and (y) the aggregate of the Principal Amount Outstanding of the Class A Notes on the Payment Date on or immediately preceding such day, as calculated by the Management Company. Target Business Day means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) system is open. Target System means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System. Termination Indemnity Receivable means the amount (excluding VAT) payable by a Debtor to Crédipar following the termination of an Auto Lease Contract as a result of the default of the Debtor. Transaction Documents means the General Regulations, the Compartment Regulations, the Master Purchase Agreement, the Master Servicing Agreement, the Interest Rate Swap Agreements, the Junior Swap Agreement, the Compartment Account Bank Agreement, the Compartment Cash Management Agreement, the Paying Agency Agreement, the Class A Notes Subscription Agreement, the Class B Notes and Residual Units Subscription Agreement, the Data Protection Agreement, the Reserve Cash Deposits Agreement, the Specially Dedicated Account Bank Agreement and the Master Definitions Agreement. Transfer Document means the Acte de Cession de Créances governed by the provisions of articles L. 214 43 of the French Monetary and Financial Code which will include the mandatory provisions of article D. 214 102 of the French Monetary and Financial Code, pursuant to which the Seller will assign to the FCT the Receivables on each Purchase Date. Unpaid Balance means the unpaid balance of any Auto Lease Contract as recorded by the Servicer, or the Management Company as the case may be. Validation Date means the third (3 rd ) Business Day preceding each Payment Date. PAR3322943 234
APPENDIX II - NOTES DESCRIPTION TABLE Ranking of the Notes and Units Class A Notes Class B Notes Residual Units Number of Notes or Units 7,236 3,564 2 Nominal Value 100,000 100,000 150 Global Principal Amount at Closing Date 723,600,000 356,400,000 300 Issue Price 100 per cent. 100 per cent. 100 per cent. Closing Date On 24 July 2012 On 24 July 2012 On 24 July 2012 Annual Interest Rate Frequency of interest payment 1-month EURIBOR + 1.20 per cent. (1) (7) 1-month EURIBOR + 1.50 per cent. (1) (7) Undetermined Montly (1) Montly (1) Montly (1) Payment Dates (2) 25 of each month 25 of each month 25 of each month Redemption Frequency (3) Weighted Average Life of the Notes (4) On occurrence of a Partial Amortisation Event and monthly during the Amortisation Period and the Accelerated Amortisation Period, except on a Reduced Payment Date (1) See Section Weighted Average Life of the Notes On occurrence of a Partial Amortisation Event and monthly during the Amortisation Period and the Accelerated Amortisation Period, except on a Reduced Payment Date (1) Undetermined Final Legal Maturity Date 27 July 2026 27 July 2026 Nominal Redemption Amount (5) In fine Undetermined Compartment Liquidation Date 100,000 100,000 Liquidation Surplus Fitch rating (6) AAAsf Unrated Unrated S&P rating (6) AAA(sf) Unrated Unrated Form of the Notes Bearer form Registered form Registered form Placement of the Notes Private Private Private Listing and Relevant Stock Exchanges Clearing Systems Application has been made to list the Class A Notes on the Paris Stock Exchange (Euronext) Euroclear France, Clearstream Banking Unlisted Common Codes 080444907 NA NA ISIN Codes FR0011288547 NA NA NA Unlisted NA (1) Except if a Compartment Liquidation Event occurs. (2) Subject to adjustment for non-business days. The first Payment Date will be on the 25 September 2012. (3) At the latest on the Payment Date falling on 25 February 2015, subject to the assumptions mentioned in (1) above or on an Amortisation Event. (4) Projections with no Partial Early Amortisation. (5) To the extent of the Available Distribution Amount. (6) Preliminary ratings. (7) For the first Interest Period, the annual interest rate will be the annual rate resulting from the linear interpolation of 2-month EURIBOR and 3-month EURIBOR PAR3322943 235
APPENDIX III - RATINGS France Titrisation, in its capacity as Management Company, Banque PSA Finance, in its capacity as Custodian, and Crédipar, in its capacity as Seller, have agreed to request Fitch and S&P, in their capacity as Rating Agencies appearing on the list established by the decree dated of 23 August 1991, to provide ratings for Class A Notes and to prepare the rating documents as specified in article L. 214-44 of the French Monetary and Financial Code. The ratings assigned by the Rating Agencies to the Class A Notes address the timely payment of interest to the Class A Noteholders on each Payment Date and the ultimate payment of principal at the latest on the Final Legal Maturity Date. The ratings assigned by the Rating Agencies should not be considered as a recommendation or an invitation to subscribe, to sell or to purchase any Class A Notes. Such ratings may be, at any time, revised, suspended or otherwise withdrawn by the Rating Agencies. This assessment of the Rating Agencies takes into account the capacity of the FCT to reimburse in full the principal of the Notes of each class at the latest on the Final Legal Maturity Date. It also takes into account the nature and characteristics of the Purchased Receivables, the regularity and continuity of the cash flows from the transaction, the legal aspects relating to Notes of each class and the nature and extent of the coverage of the credit risks related to Notes of each class. The rating of the Notes does not involve any assessment of the yield that any Noteholder may receive. The preliminary ratings assigned to the Class A Notes, as well as any revision, suspension, or withdrawal of such preliminary ratings that the Rating Agencies reserve the right to make subsequently, based on any information that comes to their attention: - are formulated by the Rating Agencies on the basis of information communicated to them and of which the Rating Agencies guarantee neither the accuracy nor the comprehensiveness, thus the Rating Agencies cannot in any way be held responsible for said credit ratings, except in the event of deceit or serious error demonstrated on their part; and - do not constitute and, therefore, should not in any way be interpreted as constituting, with respect to any subscribers of Notes of each class, an invitation, recommendation or incentive to perform any operation involving Notes, in particular in this respect, to purchase, hold, keep, pledge or sell said Notes. The downgrading, suspension or withdrawal of any of the ratings assigned by the Rating Agencies to the Class A Notes, shall have no consequences on any rating assigned to notes or units issued by the FCT in respect of any other compartment as may be established from time to time by the Management Company and the Custodian. Similarly, the downgrading, suspension or withdrawal of any of the ratings assigned by any rating agency to notes or units issued by the FCT in respect of any other compartment shall have no consequences on the ratings assigned by the Rating Agencies to the Class A Notes issued by the FCT. PAR3322943 236
APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH PAR3322943 237
FCT Auto ABS Compartiment 2012-1 New Issue Structured Finance Auto Leases / France Inside This Report Transaction Summary... 1 Key Rating Drivers... 1 Transaction and Legal Structure... 2 Asset Analysis... 7 Financial Structure and Cash Flow Analysis... 16 Rating Sensitivity... 17 Criteria Application, Model and Data Adequacy... 18 Counterparty Risk... 18 Performance Analytics... 20 Appendix A: Transaction Overview... 21 Capital Structure Class Rating Outlook Amount (EURm) CE (%) Interest Rate (%) Final Maturity TT a (%) TTLM b A AAAsf Stable 723.60 33.0 Euribor + 1.2% July 2026 67.0 2.8 B NRsf n.a. 356.40 0.0 Euribor + 1.5% July 2026 n.a. n.a. Total 1,080.00 Closing occurred on 24 July 2012. The transfer of the portfolio to the issuer occurred on 24 July 2012. The ratings assigned above are based on the portfolio information as of 11 July 2012, provided by the originators a Tranche Thickness (TT) percentage - ratio of class size to collateral balance b Tranche Thickness Loss Multiple TT% divided by Fitch s base case loss expectation. See also Structured Finance Tranche Thickness Metrics, dated 29 July 2011 Transaction Summary This transaction is a securitisation of French auto lease receivables originated by Credipar. Credipar is the French subsidiary of Banque PSA Finance (BPF, not rated) which is the financial captive of the French car manufacturer Peugeot S.A. (PSA; BB+ /Stable). The securitised portfolio consists of auto lease agreements advanced to individuals and small and medium-sized companies (SMEs) for the purchase of new Peugeot or Citroën vehicles originated via the dealer network of PSA group. All lease receivables present some residual value (RV) risk (for an aggregate exposure at closing of 30.1%) to the extent they provide the option to purchase the vehicle at a predetermined price (the RV purchase option). The rating on the class A addresses timely payment of interest and payment of principal by the final maturity date, in accordance with the transaction documents. Key Rating Drivers No Credit to Vehicle Sales: Based on the legal opinion and memo received, Fitch Ratings view is that, depending on the outcome of Credipar s bankruptcy proceedings, the proceeds from the receivables related to the sale of the underlying vehicles could be lost, or not be made available in a timely manner, to the issuer. In its analysis, the agency has considered the issuer would not benefit from such amounts. Distressed Used Cars Market: Under its stress scenarios, Fitch has considered used car values depreciate, providing limited incentive for lessees to purchase the underlying car at a predetermined price. The agency has therefore assumed that none of the lessees would either prepay or exercise their RV purchase option at lease maturity. Revolving Period Risk Mitigated: The transaction has a maximum 30-month revolving period, after which, the portfolio will become static and will amortise. The early amortisation triggers, along with the eligibility criteria and the available credit enhancement, adequately mitigate the risk added by the revolving period. Related Research EMEA Auto ABS Primer (June 2012) Analysts Paul Peyré +33 1 4429 9170 paul.peyre@fitchratings.com Hélène Weintraub +33 1 4429 9120 helene.weintraub@fitchratings.com Servicing Continuity Risk: Credipar is the servicer. No back-up servicer was appointed at closing of the transaction. However, servicing continuity risks are mitigated by different operational elements. Furthermore, several factors mitigate the commingling risk (including the use of a specially dedicated collection account and the availability of a dedicated commingling reserve), while an adequately sized reserve fund (the general reserve) is available for liquidity. Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector. www.fitchratings.com 17 July 2012
Structured Finance Transaction and Legal Structure Figure 1 Structure Diagram Servicer: Crédipar Cash Manager: Banque PSA Finance "Management Company: France Titrisation" Obligors Originator/Seller: Crédipar Issuer: FCT Auto ABS Compartiment 2012-1 Class A Notes Class B Notes Investors Interest Rate Swap Counterparties: Deutsche Bank and Natixis Account Bank: Crédit Agricole Corporate and Investment Bank Specially Dedicated Bank Account: Crédit Agricole S.A. Source: Transaction documents, Fitch Issuer and True Sale The issuer is a French compartmentalised debt mutual fund (fonds commun de titrisation à compartiments) jointly established by the management company and the custodian and regulated and governed under French law. The FCT Auto ABS Compartiment 2012-1 transaction is the third compartment to be set-up. At closing, the seller transferred the lease receivables and their related ancillary rights to FCT Auto ABS Compartiment 2012-1 (the issuer or the FCT). The issuer has financed the acquisition of the lease receivables through the issuance of notes and asset-backed units (as required under French law). The issuer does not have legal personality; rather the management company acts in the name and on behalf of the issuer. Key Legal Aspects: Possible Effect of Seller Insolvency Fitch has received a legal opinion and a detailed memo analysing the consequences of each receivables legal features in terms of: the validity of their assignment to the FCT; the enforceability of such assignment if Credipar enters into bankruptcy; and upon Credipar s bankruptcy, the potential impact of the outcome of such bankruptcy proceedings on the securitised lease portfolio. Related Criteria EMEA Consumer ABS Rating Criteria (July 2012) Counterparty Criteria for Structured Finance Transactions (March 2012) Servicing Continuity Risk Criteria for Structured Finance Transactions (August 2011) Global Structured Finance Rating Criteria (June 2012) Due to the absence of text, base case law, or court decision, some of the legal conclusions are derived from an analysis of comparable cases. In these cases, Fitch has analysed the potential implication of each scenario and its likelihood. Continuity of Contracts in the Context of Bankruptcy Proceedings In the context of insolvency proceedings, the administrator is allowed to request the judge-incharge to declare the termination of contracts to which the insolvent entity is a party, if such termination is necessary for the safekeeping of that entity and if it does not excessively affect the interest of the counterparty. FCT Auto ABS Compartiment 2012-1 July 2012 2
Structured Finance However, the French Monetary and Financial Code provides that where the receivable assigned to the securitisation organism results from a simple leasing agreement (contrat de location) or a leasing agreement with purchase option (crédit-bail), the opening of insolvency proceedings against the renter or the lessor cannot prevent the continuation of the contract. On this basis, the mere opening of an insolvency proceeding against Crédipar could not prevent the continuation of the contracts, where the corresponding leasing receivables have been sold to the FCT. Nevertheless, such specific provision does not prevent a lessee asking the administrator to terminate the contract. Should the lessee do so, the contract would be terminated if the administrator does not answer within a certain period. However, based on a detailed review of the process that might lead to a termination of the contracts, its practicability and the absence of evidence of strong economic advantage in such scenario, Fitch s opinion is that the risk of termination of the ongoing auto lease contracts is remote. Possible Outcome of the Seller s Bankruptcy Proceedings Transfer of Lease Contract to Third Party Where the outcome of bankruptcy proceedings results in the transfer of Credipar s lease portfolio to a third party, Fitch understands that the car sale receivables (ie the receivables related to the amounts payable by any third party purchasing the car other than by the exercise of the purchase option at contract term) will no longer belong to the FCT. Indeed, such receivables will arise on the balance sheet of this third party and the sale proceeds of the car might not be transferred to the FCT. Safeguard or Continuation Plan In case of safeguard proceedings or a continuation plan, Crédipar s activities would be maintained as a going concern. However, as the purchaser of the cars cannot be known in advance, no structural mechanism (such as a notification) can ensure such purchasers would make their payments to the FCT accounts. Should the administrator not cooperate and not credit the car sales proceeds to the account of the FCT, such moneys would potentially be lost for the FCT and, in any case, would not be made available in a timely manner. Considering that the occurrence of the above-mentioned post-insolvency scenarios is not remote in an AAAsf scenario, Fitch has considered the FCT would not benefit from the proceeds from the sale of the returned (in case the lessee does not exercise its purchase option) or repossessed (in case the lessee has defaulted on its contract) cars (see Portfolio Credit Analysis General Approach section below). Capital Structure and Credit Enhancement The issuer issued two classes of notes. The proceeds of the class A and B notes were applied to purchase the portfolio of receivables. Additionally, a general reserve and a performance reserve were funded at inception. The subordination of the class B notes and the availability of the general reserve and the performance reserve to provide credit support under certain circumstances will provide credit enhancement to the class A notes. In addition, the transaction is expected to benefit from excess spread. General Reserve At closing, the general reserve was equal to 1.0% of the class A and B note balance. It amortises along with the aggregate of the outstanding balance of the class A and B notes and is available at any time for liquidity purposes (senior fees, swap payments and interest payments on the class A notes), ie it can be used only to the extent that available interest proceeds are not sufficient to cover such senior payments. The general reserve may provide credit enhancement to the extent that, while amortising, the excess of the reserve flows through the relevant priority of payments and provides additional excess spread, available to cure any FCT Auto ABS Compartiment 2012-1 July 2012 3
Structured Finance principal deficiency amount. Performance Reserve At closing, the performance reserve was equal to 1.5% of the initial receivables purchase price; it will be increased by 1.5% of the purchase price of the receivables purchased during the revolving period. The performance reserve is aimed at guaranteeing the financial obligation of the seller to indemnify the issuer by paying the lease contract outstanding balance (the compensation payment obligation) in case the seller does not ensure the seller performance undertakings, which include: (1) the continuation of all lease contracts in accordance with the usual management and operational procedures of the seller; (2) the recovery (or attempted recovery) and sale of the relevant car in accordance with its usual management and operational procedures; and (3) the full payment of the relevant car sale receivables to the FCT. Such performance reserve will be used as follows. Restitution of the performance reserve: as long as no compensation payment obligations have become due and payable by the seller, the following amount will be released to the seller: o o if the RV purchase option has been exercised at maturity and the relevant proceeds have been paid to the issuer, 1.5% of the purchase price of the relevant lease contract; in case of a default or if the RV purchase option has not been exercised at maturity: (1) 5% of the car sales proceeds effectively transferred to the issuer, limited to 1.5% of the purchase price of the relevant lease contract; or (2) 1.5% of the purchase price of the relevant lease contract only if it has been fully repaid. In the event of a breach by the seller of any seller performance undertakings, there shall no longer be any release of the performance reserve to the seller. The management company will be entitled to set-off the restitution obligations of the FCT under the performance reserve cash deposit against the then due and payable compensation payment obligations (up to the lower of the two amounts) and to apply the corresponding funds in accordance with the transaction priority of payments (see Priority of Payments section below). Interest Rate Swap The issuer entered into an interest rate swap agreement to hedge the mismatch between the fixed rate of interest received on the receivables and the floating rate payable on the class A notes. In addition, the issuer entered into a junior swap agreement to hedge the mismatch between the fixed rate of interest received on the receivables and the floating rate payable on the class B notes. Under the interest rate swap agreement, the issuer makes a fixed rate payment and, in return, receives one-month Euribor, both payments being made on a notional balance equal to the minimum of the outstanding balance of the non-defaulted leases and the outstanding balance of the class A notes. Eligibility Criteria The purchase by the issuer of leases at inception or during the revolving period is subject to a number of conditions which include, among others, the following. Individual eligibility criteria: 1. The receivable is for the financing of a new car. 2. The payment of the receivable is made by direct debit. 3. At least one instalment has been received. 4. No rental payment receivable is overdue. FCT Auto ABS Compartiment 2012-1 July 2012 4
Structured Finance 5. The receivables are not written-off or related to a defaulted contract. 6. No debtor is insolvent or subject to a review by a commission responsible for reviewing the over-indebtedness of consumers or any judicial liquidation proceedings. 7. No debtor can bring a claim against the seller for the payment of any amounts relating to the relevant receivable. 8. The debtor is not an employee of the seller. 9. The debtor is domiciled in the France metropolitan territory. 10. The financing contract is legal, valid, binding and enforceable. 11. The receivable is denominated and payable in euros. 12. The contract is subject to French law. 13. The RV purchase option price under each contract is less than 60% of the purchase price paid by the seller to the car manufacturer for the underlying car. Global eligibility criteria/conditions precedent to the purchase of additional receivables include: 1. The aggregate of the RV purchase option price shall not exceed 35% of the total outstanding balances. 2. The portion of the corporate debtor receivable shall not exceed 55%. 3. The portion of the Contrats de Locations Assortis d une Promesse de Vente (LOA) option favourable receivables shall not exceed 15%. 4. The portion of the LOA bipartite receivables shall not exceed 10%. 5. The portion of the LOA tripartite and CB tripartite receivables shall not fall below 35%. 6. The portion of the Contrats de Crédits-Bails (CB) tripartite receivables shall not exceed 13%. 7. The outstanding balances of the most important debtor shall not exceed 0.05% of the total outstanding balance. Priority of Payments The transaction is revolving for a maximum period of 30 months. During the revolving period, the notes shall receive payments of interest but shall not receive payments of principal, except in the case of a partial early amortisation (if the ratio of (i) the outstanding balance of the performing receivables, including the receivables eligible for repurchase, by (ii) the initial balance of the notes is below 90%, the class A and B notes will be partially redeemed, on a pro-rata basis, by an amount equal to 10% of the initial balance of the notes). At the end of the revolving period, or following the occurrence of an amortisation event, the notes will be amortising monthly on a sequential basis. Amortisation events include: the arithmetic mean of the last three ratios of (i) the balance of the delinquent receivables by (ii) the balance of the performing receivables is higher than 3.5%; a purchase shortfall (ratio of (i) the outstanding balance of the performing receivables, including the receivables eligible for repurchase, by (ii) the initial balance of the notes is below 80% on two successive purchase dates); the global eligibility criteria are not complied with; the servicer has failed to appropriately credit the general reserve account or the performance reserve account; the seller has breached any of its material obligations as regard data management; any interest rate swap counterparty is downgraded below A / F1 and is not replaced or guaranteed by an eligible third party or fails to provide collateral in accordance with the provisions of the interest rate swap agreement; FCT Auto ABS Compartiment 2012-1 July 2012 5
Structured Finance a servicer termination event (mainly (i) the servicer becomes insolvent or has its banking license withdrawn, or (ii) the servicer breaches any of its obligations; any of the representations and warranties made by the servicer are false or incorrect); or a principal deficiency shortfall (a principal deficiency amount cannot be cured) occurs. Prior to an accelerated amortisation event or a compartment liquidation event, (see below), payments of principal and interest are made monthly in accordance with a separate and sequential priority of payments. On each payment date, the interest and principal proceeds are applied in accordance with, respectively, the interest priority of payments and the principal priority of payments under the priority of payments described in Figure 2. 1. Interest proceeds: revenue receipts (mainly the income element of the leases), plus interest received from the placement of collections (excluding moneys standing on the general reserve, the performance reserve or the commingling reserve accounts), plus amounts standing to the general reserve account plus, if any, all available principal receipts that are applied to make up any revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes. 2. Principal proceeds: principal receipts, ie the principal element of the leases, plus any principal deficiency amount, plus any recoveries from defaulted leases. Figure 2 Summary of the Priority of Payments Applicable During the Revolving Period and the Amortisation Period Interest priority of payments Principal priority of payments 1 Senior expenses 1 During the amortisation period, revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes 2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments) 2 During the revolving period, payment of the principal component purchase price of additional pools 3 Interest on the class A notes 3 During the amortisation period, principal on the class A notes 4 Replenishment of the general reserve at the 4 During the amortisation period, principal on the required level class B notes 5 Payment of the principal deficiency amounts 5 Liquidation surplus paid to the holders of the residual units on the compartment liquidation date 6 Payment of the subordinated interest rate swap amounts 7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Excess released to the seller or the residual units holder Source: Transaction documents, Fitch The principal deficiency amount records the defaulted receivable amounts (ie receivables in respect of which any amount due remains unpaid past its due date for 150 calendar days or more, or which have been written-off by the servicer) as well as any revenue deficiency in respect of senior expenses, payments under the interest rate swap agreement and payment of interest on the class A notes. This provisioning mechanism allows for the collateralisation of defaults with available funds, rather than waiting until the realisation of losses. Figure 3 Summary of Accelerated Priority of Payments 1 Senior expenses 2 Payments under the interest rate swap agreement (excluding subordinated swap termination payments) 3 Interests on the class A notes 4 Replenishment of the general reserve at the required level 5 Principal on the class A notes (until redemption in full) FCT Auto ABS Compartiment 2012-1 July 2012 6
Structured Finance 6 Payment of subordinated interest rate swap amounts 7 Payments under the junior swap agreement 8 Interests on the class B notes 9 Principal on the class B notes (until redemption in full) 10 Repayment of the outstanding general reserve to the seller 11 Excess released to the seller and the residual unit holders Source: Transaction documents, Fitch The principal to be paid on the class A notes is equal to the difference between the outstanding balance of the class A and B notes and the performing balance (ie the non-defaulted receivables balance). Following an accelerated amortisation event or a compartment liquidation event, all classes of notes would become payable under an accelerated priority of payments, which is a combined and sequential priority of payments, as summarised below. Accelerated amortisation events include: Credipar becomes insolvent; a class A note interest shortfall (not remedied within five business days); or the principal deficiency amount is higher than 50% of the outstanding balance of the class B notes. Compartment liquidation events include: the liquidation is in the interests of the residual unit holders and noteholders; the notes and the residual units are held by a single holder and such holder requests the liquidation of the issuer; the notes and the residual units are held solely by the seller and the seller requests the liquidation of the issuer; or the outstanding balance of the performing receivables has fallen below 10% of the initial balance. Upon the occurrence of a compartment liquidation event, the management company shall propose to the seller to repurchase the remaining receivables in a single transaction at a fair market price and only if the total amount is sufficient to enable the issuer to repay the notes in full. Representations and Warranties A full list of the representations and warranties contained in the transaction documents is available in the appendix document entitled FCT Auto ABS Compartiment 2012-1 Representations and Warranties, dated 24 July 2012 and available at www.fitchratings.com. Disclaimer For the avoidance of doubt, Fitch relies, in its credit analysis, on legal and/or tax opinions provided by transaction counsel. As Fitch has always made clear, Fitch does not provide legal and/or tax advice or confirm that the legal and/or tax opinions or any other transaction documents or any transaction structures are sufficient for any purpose. The disclaimer at the foot of this report makes it clear that this report does not constitute legal, tax and/or structuring advice from Fitch, and should not be used or interpreted as legal, tax and/or structuring advice from Fitch. Should readers of this report need legal, tax and/or structuring advice, they are urged to contact relevant advisers in the relevant jurisdictions. Asset Analysis Originator Overview The originator, Credipar, is a subsidiary of Banque PSA Finance (BPF, not rated) which is the FCT Auto ABS Compartiment 2012-1 July 2012 7
Structured Finance financial captive of the French car manufacturer Peugeot S.A. (PSA, BB+/Stable). BPF is the mother company of all the different financial arms of PSA, Credipar being its French arm. Credipar was created in 1979. Its aim is to provide financing for the purchase of Citroën and Peugeot vehicles, as well as vehicles from other brands. It has a wide range of financial products such as loans, leases, rental with purchase options etc, in addition to insurance and maintenance services. The main types of product offered by Credipar are: Vente à Crédit (VAC) loans (ie auto loans originated on the vehicle point-of-sale), which accounted for 40.3% of the origination as of June 2011; and lease or rental products with purchase options, which accounted for 59.7% of the origination as of June 2011. Fitch undertook a review of the origination and servicing processes of Credipar in March 2012 at its head office, in Levallois-Perret (near Paris). In the agency s view, the company follows market practices in origination, underwriting and servicing and demonstrates an experienced management team and processes. Origination Channels Credipar has set up a network of 14 agencies, spread across the country, which liaise directly with car dealers. The cars dealers could be either subsidiaries of the group (succursales or filiales Citroën 55; Peugeot 29), independent dealers (concessionaires, around 350) or agents (more than 2,500). Each point of sale is linked to one of 14 agencies. Product particulars, strategic positioning and action plans are discussed between the agencies and the dealers on a regular basis (although the dealers have no obligation to work exclusively with Credipar). This is particularly important as it enables Credipar to adequately position its products depending on customer type, demand and market movements, as well as depending on the risk Credipar and the dealers are willing to take. Characteristics of the Leasing Products The underlying collateral consists exclusively of auto leases granted to resident of France and companies registered in France for the financing of new Peugeot and Citroën brand vehicles. Leases are all fixed rate, with fixed monthly instalments, and provide the option to purchase the underlying vehicle at a predetermined price. The purchased receivables arise from the auto lease contracts being: Contrats de Locations Assortis d une Promesse de Vente (LOA, 50.5% as of mid-2011) with respect to auto lease contracts entered into with private debtors; Contrats de Crédits-Bails (CB, 49.5% as of mid-2011) with respect to auto lease contracts entered into with corporate debtors (which include self-employed as well as small corporates). LOA contracts are for private use and are therefore ruled by the French Consumer Law (Code de la Consommation), while the CB contracts are for professional use and are therefore ruled by the Common Law (droit commun). Lease types can be broken down into the following categories (depending on the different options embedded, ie option to keep the vehicle or dealer obligation to buy back the vehicle): Location avec option d achat (LOA) contracts to finance cars for private use: o LOA bipartite: Contracts where there is no car dealer engagement to buy back the car at the purchase option exercise date. This corresponds to a classic lease agreement with monthly instalments reflecting the vehicle amortisation over the FCT Auto ABS Compartiment 2012-1 July 2012 8
Structured Finance lifetime of the lease and includes principal repayments. It is financed at a fixed interest rate and a residual value is determined that will be due as a final instalment under the lease from the lessee. The contractual RV is low (generally below 20%) to motivate the customer to exercise his/her purchase option at the term of the contract and may be negligible compared to the used market price of the vehicle. o o LOA tripartite: Contracts where the car dealer has the engagement to buy back the car at the purchase option exercise date. The monthly instalments are lower than for the standard product and the final RV is higher (balloon type). The aim is to encourage customers to sell the vehicle to the initial dealer and purchase a new car, so as to support vehicle renewals and customer loyalty. The dealer selling the car is warranting this RV under a repurchase obligation, with the expected value as a fixed purchase price. However, if the debtor causes damage to the car or exceeds the agreed mileage, the dealer may claim compensation covering these effects. LOA option favourable: Contracts where there is a defined period of time during which the obligor has an incentive to exercise the purchase option before the lease maturity date. The dealer selling the car does not guarantee to buy back the car at the end of the contract. However, the lessee has the option to sell back the car to the dealer during the life of the contract at a pre-determined RV purchase price, if the latter agrees. The option can be exercised on the 36 th month, for a period of one to two months (the aim of such period is to account for the delivery delay of the new car). Credit Bail Contracts (CB) Contracts to finance cars for professional use: o CB bipartite: Contracts where there is no car dealer engagement to buy back the car at the purchase option exercise date. The logic of the product is similar to that of the LOA bipartite product (but the maturity and RV limits may be higher). o CB tripartite: Contracts where the car dealer has the engagement to buy back the car at the purchase option exercise date. The logic of the product is similar to that of the LOA tripartite product. Residual Value Setting RVs are defined based on the vehicle age and mileage at lease term. They are set on the basis of the Prevar tool (fed by the Argus quotation database the market quotation provider leader in France) as well as taking into consideration recommendations from representatives from the dealer network. RV committees, comprising representatives from the manufacturer and the dealer, take place on at least a quarterly basis. An RV reference grid is defined, providing RV percentage values per car, term and mileage. Each contract s RV is usually set at about a 5% to 10% discount from the Argus quotation, to ensure that neither Credipar nor the car dealers take RV risk. The objective, for all products, is either to incentivise the customer to ultimately purchase the vehicle or to allow the dealer to purchase the car and make a margin on the second-hand market. Recommendations from the dealers can be taken into account but may never result in higher RVs. Underwriting Applications are completed at the dealer level, with the assistance of the FORCE tool (FORCE enables salesmen to understand the needs and capabilities of clients, identify the market segment to which he/she pertains and adapt the offer accordingly). Simulations validate decisions and enable rapid applications within safe boundaries. Moreover, the system captures and records the customer s relevant information for future reference. The acceptation process for individual applications is managed by a dedicated system called SEDRE (set-up in 1993) through which each demand is automatically scored. Depending on the size of the contract and the underlying customer risk, applications will be approved either at the agency (105 account managers) or at the central office level (10 analysts). FCT Auto ABS Compartiment 2012-1 July 2012 9
Structured Finance The acceptation process for corporate applications is managed by a dedicated system called ADES (set-up in 1995) through which each request is automatically scored. All applications are processed by a department dedicated to retail corporate inquiries (madeup of 20 analysts) at the central office. Only applications with the best scores (green score) are automatically accepted. The intermediary scores (orange scores) lead to a manual review of the application, while the files with the lowest scores (red scores) can only be accepted by the regional operation officer, by the account managers head, or at the central office. The final decision (to accept or reject the application) is taken by the relevant agency and finally transmitted to the point-of-sale. As far as individuals are concerned, the analysis includes, among others, a check of the Banque de France database (FCC, FICP) and a check of the internal database. An application from a client filed in the Banque de France database may exceptionally be accepted (following a complete study of the customer) such applications are scored red. Other relevant information from the clients include: age, household status, employment status, level of solvability (income, rental revenues, other loans/leases), and banking information. The credit scoring also takes into account the nature of the financing plan (financed amount, personal contribution, nature of the vehicle). For the enterprises customers, the scoring is based on factual elements taken from external databases (information from Banque de France, date of creation, number of employees, sector), characteristics of the vehicle, financing plan, and past payment behaviour. The main reasons for refusal of an application include inability to verify identity, problems with declarations of address, unfavourable bank references, past arrears or negative feedback from databases. Forcing is possible subject to additional information being provided. The credit scoring had been developed by Credipar and has been used since 1985. Since 2002, BPF has been making a periodic evaluation of the performance of the score. A specific application (called SCORIX) is dedicated to the monitoring of risk, keeping records as regards demands for financing, as well as related negative credit events. Servicing and Collections The management of the performing leases is performed by the client relations department (Direction des Services à la Clientèle (DSLC)). The litigation department (Direction du Recouvrement (DREC)) is in charge of managing processes such as amicable recoveries and legal proceedings. Performing Leases Management Payments are monthly in the majority of cases and made via direct debit. The ongoing servicing of performing contracts, or those with just one instalment in arrears, is carried out by the DSLC, comprising 29 people dedicated to individual customers and 25 staff dedicated to enterprises. DSLC deals with purchases, management of accidents and claims and followingup on purchase option dates, among others. Recoveries 127 analysts manage the litigation department, from amicable recoveries (up to 90 days) to legal proceedings, for both individual clients and enterprises. In 2002, BPF created a centralised structure to supervise recovery activities amongst all subsidiaries. In 2008, BPF decided to include Varsovia (Poland) in its amicable retail recovery activities for Credipar, as well as its English, German and Austrian subsidiaries. The collection stages and actions include: Amicable stage when a lease is less than 90 days past due (dpd): FCT Auto ABS Compartiment 2012-1 July 2012 10
Structured Finance o o o o scoring; automatic amicable recovery, function of the payment behaviour (automated reminders sent); phone number search; and personalised recovery process by phone. Pre-contentious stage when a lease is between 90 dpd and 150 dpd: o o o o o physical search for the client; additional telephone follow-up; specific treatment of over-indebtedness cases; attempts to gain title to the assets; and use of bailiffs. Contentious stage when a lease is more than 150 dpd: o o o personalised process set-up to provide support to financially distressed customers, with possible rescheduling plans or agreed sale of their car; seizure of the vehicle, using external, specialised firms; and sale of the vehicle is conducted by experienced auctioneers and takes between one and two months on average (35 days on average). Portfolio Summary For its analysis, Fitch divided the portfolio into several sub-portfolios of receivables, which were identified as being homogeneous as regards their defaults and recoveries as per historical data as well as regards the different embedded options. These categories are as follows: LOA bipartite; LOA tripartite; LOA option favourable; CB bipartite; and CB tripartite. This categorisation takes into account the different underlying lease categories, with different RV settlement options embedded (repurchase obligation from a dealer or not) and/or the obligor type (private or corporate). Figure 4 Key Characteristics of the Portfolioª WA remaining term WA interest rate (discounted) (%) Type of lease Current Current balance balance WA RV exposure WA seasoning agreements Number (EUR) (%) (%) (months) (months) LOA bipartite 6,245 68,921,187 6.4 29.3 39.4 16.7 9.8 LOA tripartite 28,849 324,215,952 30.0 57.6 27.0 18.0 10.3 LOA option 11,398 122,342,481 11.3 12.9 41.5 18.5 10.8 favourable CB bipartite 52,117 456,739,819 42.3 8.7 35.6 16.0 9.9 CB tripartite 9,776 107,780,091 10.0 58.5 25.5 20.5 11.3 Total 108,385 1,079,999,530 100 30.1 32.9 17.4 10.2 ª Portfolio breakdown as of 11 July 2012 Source: Fitch, CACF The preliminary portfolio, as at 11 July 2012, comprised 108,385 leases receivables with an average current balance of EUR9,964, totalling EUR1,080.00m. The portfolio has a weightedaverage (WA) seasoning of 17.4 months and a WA remaining term of 32.9 months. All the receivables pay a fixed interest rate (the WA nominal interest rate after discount is 10.2%). The WA RV exposure is 30.1%. For more details, please see Figure 4 above. Portfolio Credit Analysis General Approach Under its analysis, Fitch has considered that the seller/servicer, Credipar, would be insolvent at some point during the transaction revolving period (ie before the transaction has started amortising). Therefore, considering the potential effect of Credipar s bankruptcy proceedings FCT Auto ABS Compartiment 2012-1 July 2012 11
Structured Finance (see Transaction and Legal Structure Key Legal Aspects: Possible Effect of Seller s Insolvency section), the agency has assumed that both the RV amounts when neither the lessee nor the relevant dealer (when tripartite agreements are concerned) purchases the car and the recoveries coming from the sale of the car (the so-called secured recoveries) would be lost to the issuer. Furthermore, under the relevant stress scenarios envisaged by Fitch, the agency has considered that the used car market would be distressed especially with respect of Peugeot s and Citroën s cars under a scenario where Credipar is insolvent providing no incentive for a lessee or a dealer (when LOA option favourable contracts are concerned) to purchase the underlying car at the contractual RV price. Fitch has therefore assumed that none of the lessees would either prepay their lease contract or exercise the RV purchase option at lease maturity. Lastly, Fitch has envisaged that the dealer repurchase obligations embedded in the tripartite agreements would not be honoured in certain cases, due to relevant dealer being insolvent under the contemplated stressed environment. Figure 5 illustrates the different scenarios of loss that could be incurred, depending on the lessee and/or dealer behaviour. Figure 5 Different Scenarios of Loss Early Settlement Loss = 0 Default Purchases Car at RV Price Loss = RV Loss - Obligor Unsecured Recoveries Loss = 0 Dealer Repurchases Car at RV Price (Only Applicable to Tripartite Agreements) Goes to Contract Term Loss = 0 Returns Car Source: Transaction document Dealer Does Not Repurchase Car Loss = RV Loss Discount Rate and Effect on Portfolio Yield Eligibility criteria and a discounting purchase mechanism will ensure that the implied interest rate of any lease in the portfolio remains above or equal to 9.5%. Default Risk Fitch reviewed separate default data (cumulative default rates per origination vintage) for LOA bipartite, LOA tripartite, LOA option favourable, CB bipartite and CB tripartite products provided by Credipar. Because of the different default behaviour observed for the different lease categories whether during a benign economic period (origination vintage 2005) or during the recent recessionary period (origination vintages post-2006) Fitch has distinguished between these different categories of products in its default base case assumptions. Such differences pertain, in particular, to the different obligor bases (individuals for LOA versus SMEs for CB) as well as the different financing options of the product categories (whether bipartite, tripartite or option favourable). FCT Auto ABS Compartiment 2012-1 July 2012 12
Structured Finance Figure 6 Cumulative Defaults per Origination Vintage on LOA - Bipartite (%) 2004 2005 2006 2007 2008 2009 2010 7 6 5 4 3 2 1 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Source: Fitch, Credipar (Quarters since origination) Figure 7 Cumulative Defaults per Origination Vintage on LOA - Tripartite (%) 3 2004 2005 2006 2007 2008 2009 2010 2 1 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Source: Fitch, Credipar (Quarters since origination) Figure 8 Cumulative Defaults per Origination Vintage on LOA - Option Favourables (%) 3 2004 2005 2006 2007 2008 2009 2010 2 1 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Source: Fitch, Credipar (Quarters since origination) Figure 9 Cumulative Defaults per Origination Vintage on CB - Bipartite (%) 5 2004 2005 2006 2007 2008 2009 2010 4 3 2 1 0 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Source: Fitch, Credipar (Quarters since origination) FCT Auto ABS Compartiment 2012-1 July 2012 13
Structured Finance Figure 10 Cumulative Defaults per Origination Vintage on CB - Tripartite (%) 9 8 7 6 5 4 3 2 1 0 2004 2005 2006 2007 2008 2009 2010 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Source: Fitch, Credipar (Quarters since origination) In determining base-case assumptions, Fitch also took into account peer comparison data from other independent and captive French auto lease providers. Also considering the French economic outlook and the unemployment situation, Fitch determined a base case default rate (DR) of 5.0% for the LOA bipartite leases, 2.3% for the LOA tripartite leases, 2.8% for the LOA option favourable leases, 5.0% for the CB bipartite leases, and 8.0% for the CB tripartite leases. Fitch reviewed separate recovery data (cumulative recovery rates per origination vintage, consisting of the cumulative recoveries expressed as a percentage of the cumulative defaults of a given origination vintage) for LOA bipartite, LOA tripartite, LOA option favourable, CB bipartite, and CB tripartite products provided by Credipar. However, assuming that secured recoveries would be lost to the issuer under certain scenarios (see General Approach above) the agency has disregarded the secured portion of recoveries and only considered the unsecured portion. In light of the available historical data and the French economic outlook, and considering the different nature of unsecured recovery prospects depending on debtor type whether an individual or a SME Fitch assigned a base case recovery rate (RR) of 15% for the LOA bipartite, LOA tripartite and LOA option favourable leases, and a base case RR of 10% for the CB bipartite and CB tripartite leases. Figure 11 Base Case Default and Recovery Assumptions Product (%) Size (%) Default base case (%) Recovery base case (%) Loss base case (%) LOA bipartite 6.4 5.0 15.0 4.3 LOA tripartite 30.0 2.3 15.0 2.0 LOA option favourable 11.3 2.8 15.0 2.4 CB bipartite 42.3 5.0 10.0 4.5 CB tripartite 10.0 8.0 10.0 7.2 Source: Fitch In line with its EMEA consumer ABS criteria, Fitch has applied rating-dependant stresses to the base case default and recovery levels. The agency applied a median multiple stress to the default base case (x 5 at AAAsf ) taking into account the quality of the data used to derive such base case figures, the level of the base case compared to the originator s historical data and, in particular, the fact the default base case incorporates elements of economic stress (capturing a period of significant growth in unemployment). The default multiple stress applied also reflects the higher exposure of the transaction to a deteriorating macroeconomic environment, due to its revolving feature. The agency applied haircut stresses to the recovery base case between the lower and median FCT Auto ABS Compartiment 2012-1 July 2012 14
Structured Finance band at each rating level (eg 45% haircut at AAAsf ), taking into account the fact that the recovery base case incorporates elements of economic stress and considering the unsecured nature of the recoveries. Dealer Repurchase Obligation for Tripartite Contacts The LOA tripartite and CB tripartite contracts (which account for 40% of the portfolio at closing) benefit from an obligation of the dealers to buy back the car at the contractual RV price. Fitch has analysed the impact of a default of the PSA dealer network, comprising either independent dealers (approximately two thirds of the tripartite portfolio at closing) or a branch/subsidiary of PSA group (PSA dealers). Under a AAAsf scenario, the agency has considered that 20% of the independent dealers would be able to honour their repurchase obligations while none of the PSA dealers would (assuming that, in light of PSA/Credipar s bankruptcy, no Peugeot dealers would fulfil their purchase commitments). Overall, under a AAAsf scenario, Fitch has assumed that 13% of the dealers would be able to honour their repurchase obligations within the tripartite agreements. Revolving Period and Worst Case Portfolio The transaction has a maximum 30 month revolving period, which would stop under certain conditions (see amortisation events described in the Priority of Payments section). Despite the revolving period being relatively long (exceeding two years) given the short maturity of the assets being securitised and the potentially high portfolio turnover, Fitch s view is that the amortisation events prevent any significant shift of the portfolio quality occurring as a result of the revolving feature. Furthermore, the agency considers that the applicable global eligibility criteria (see Leases Eligibility Criteria section) and the receivables selection process (random selection within the receivables complying with the transaction eligibility criteria) provide limited room for the portfolio to evolve substantially. Lastly, within its credit analysis, the agency determined a worst case portfolio, ie an achievable portfolio in terms of composition (given the portfolio composition at closing and the constraints imposed by the global eligibility criteria, which apply at closing and during the revolving period) built on the view of maximising the overall portfolio expected loss. This worst case portfolio would be reached during the revolving period and consists of 10% of LOA bipartite leases, 34% of LOA tripartite leases, 1% of LOA option favourable leases, 42% of CB bipartite leases, and 13% of CB tripartite leases. Aggregated View Considering the worst case portfolio determined above (see section Revolving Period and Worst Case Portfolio), based on the different assumptions described above and in light of the approach described in the General Approach section, Fitch arrived at the rating DR, RR, default loss rate (DLR), RV loss rate (RVLR) and overall loss rate (overall LR) assumptions described in Figure 12. Figure 12 Static Stressed Assumptions (%) Base case AAAsf Rating DR 4.5 22.3 Rating RR 11.5 6.3 Rating DLR 3.9 20.8 Non-prepaid, non defaulted portion 95.6 77.8 RV exposure 35.0 35.0 Overall dealer purchase rate 24.1 6.0 RVLR 20.0 25.0 Overall LR 24.0 45.9 Source: Fitch FCT Auto ABS Compartiment 2012-1 July 2012 15
Structured Finance Asset Outlook Fitch has a stable to declining asset outlook for French consumer ABS transactions. However, although the agency forecasts French economic activity to remain weak over the next two years, characterised by high unemployment, defaults are likely to remain within base-case expectations, as they already incorporate Fitch s short-term macroeconomic expectations. Financial Structure and Cash Flow Analysis Fitch used its proprietary cash flow model to test the ability of the asset pool to make interest and principal payments due under the rated notes. It modelled the static asset pool, taking into account the scheduled amortisation profile, as well as the stressed default and recovery assumptions and considered that none of the lessees would prepay or exercise their RV purchase option, in light of the analytical approach described in the Portfolio Credit Analysis - General Approach section above. Lastly, the agency assumed that a significant portion of the scheduled RV amounts (when the relevant lessee does not exercise its RV purchase option at lease term, and the dealer is not available to honour its purchase obligation in the case of the tripartite agreements) is not paid to the issuer account. The liability structure was configured to reflect the transaction structure, specifically with respect to the capital structure, interest rate swaps and priority of payments. Fitch modelled a stressed servicing fee assumption of 1.2% at AAAsf. The model used a default definition of five-month delinquency, in line with the transaction default definition. In view of the high underlying yield on the receivables (including the purchase discount mechanism which provides that all leases pay an interest rate above 9.5%), excess spread can contribute towards covering a certain portion of the defaulted contracts (even in high rating scenarios). Additionally, Fitch has modelled the accelerated amortisation period of the transaction, the entry into which would have been triggered by Credipar s insolvency (see Portfolio Credit Analysis General Approach). In light of the 30 months revolving feature, the agency has deemed it more likely that Credipar s insolvency would occur before the transaction entry into amortisation and, therefore, has assumed that the accelerated amortisation period would apply right after the termination of the revolving period. As a result, Fitch has considered that all the excess spread would be trapped in the structure during the amortisation period. However, Fitch s cash flow modelling limited the credit to excess spread, due to the WA coupon compression (WAC compression) assumptions (whereby the available coupon earned on the asset balance is stressed with a 50% compression for defaulted receivables and a 25% compression for prepaying receivables). Based on available static historical default data, Fitch derived two default timings a historical default timing and a more front-loaded timing and tested the resilience of the structure to both assumptions. Similarly, the agency modelled the timing of recoveries following default, in light of the historical recovery data received. Due to the interest swap arrangement, there was very little sensitivity to interest rates, as the issuer receives from the swap counterparties the exact floating amount due to the class A notes. According to Fitch s modelling results, sufficient cash flows are generated in the relevant rating scenario to make timely payment of interest and payment of principal to the class A notes by the final maturity date, in accordance with the transaction documents. FCT Auto ABS Compartiment 2012-1 July 2012 16
Structured Finance Rating Sensitivity 1 This section of the report provides a greater insight into the model-implied sensitivities the transaction faces when one risk factor is stressed, while holding others equal. The modelling process first uses the estimation and stress of base case assumptions to reflect asset performance in a stressed environment; secondly, the structural protection was analysed in a customised proprietary cash flow model (see Financial Structure and Cash Flow Modelling). The results below should only be considered as one potential outcome, given that the transaction is exposed to multiple risk factors that are all dynamic variables. Rating Sensitivity to Default The change in rating (ie ratings migration), if the base case joint probability of default for each receivable is increased by a relative amount, is demonstrated below. For example, increasing the base case default by 50% may result in a four-notch downgrade of the class A notes, from AAAsf to A+sf. Rating Sensitivity to Increased Defaults Original rating Increase base case by 10% Increase base case by 25% Increase base case by 50% Source: Fitch Class A AAAsf AA+sf AAsf A+sf Rating Sensitivity to Recovery Rates The change in rating if the base case recovery rates are adjusted is demonstrated in the Rating Sensitivity to Reduced Recovery Rates table. Rating Sensitivity to Reduced Recovery Rates Original rating Reduce base case by 10% Reduce base case by 25% Reduce base case by 50% Source: Fitch Class A AAAsf AAAsf AAAsf AAAsf Rating Sensitivity to Shifts in Multiple Factors The Rating Sensitivity to Increased Default and Reduced Recovery Rates table summarises the rating sensitivity to stressing multiple factors concurrently. Three scenarios are evaluated to demonstrate the sensitivity of the rating to varying degrees of stress, ie mild, moderate and severe changes to the expected level of defaults and recoveries. Rating Sensitivity to Increased Default and Reduced Recovery Rates Original rating Increase defaults by 10% and reduce recoveries by 10% Increase defaults by 25% and reduce recoveries by 25% Increase defaults by 50% and reduce recoveries by 50% Source: Fitch Class A AAAsf AA+sf AAsf A+sf 1 These sensitivities only describe the model-implied impact of a change in one of the input variables. This is designed to provide information about the sensitivity of the rating to model assumptions. It should not be used as an indicator of possible future performance FCT Auto ABS Compartiment 2012-1 July 2012 17
Structured Finance Criteria Application, Model and Data Adequacy Criteria Application Due to the nature of the underlying receivables, which are granular and homogeneous in their default risk, the transaction was analysed primarily using the criteria, EMEA Consumer ABS Rating Criteria, dated 12 July 2012. Fitch paid particular attention to the sub-portfolio made up of leases to SMEs (the SME subportfolio, consisting of the CB bipartite and CB tripartite lease receivables). Fitch deemed the application of its EMEA Consumer ABS Rating Criteria appropriate to address the risk of this particular pool. The agency noted, in particular, the high number of obligors within the SME sub-portfolio, the limited average obligor balance, the relatively low concentration (the top obligor represents 0.06% of the SME sub-portfolio at closing) and the absence of any specific geographic or industry concentration. Model In accordance with Fitch s EMEA Consumer ABS Rating Criteria, published July 2012, the transaction cash flows were modelled under different asset performance stress assumptions, taking into account the deal structure, as outlined in this report (see Financial Structure and Cash Flow Analysis). Data Adequacy Fitch was provided with portfolio stratification data covering various parameters, including current and original lease balances, current and original RV exposure, original loan-to-value, original and remaining terms to maturity, seasoning, geographical distribution, yield and origination breakdown; these were also split by lease type. In addition, Fitch was provided with: monthly origination volumes; dynamic delinquency data; prepayment data; and data on cumulative defaults and recoveries following default from 2004 to 2011, split by different sub-pools. The data received by Fitch was considered sufficient for the application of the above criteria. The agency specifically noted that origination volumes have been relatively stable. It also noted that the period considered (2004 to 2011) covers an entire economic cycle in France. In particular, the default and recovery data incorporates elements of economic stress, including the steady increase in unemployment in France in 2008 and 2009. Lastly, Fitch reviewed an Agreed Upon Procedures (AUP) report regarding the data provided by the arranger. An internationally recognised accounting firm conducted the report, which included a detailed review of 461 files, providing a 99:1 level of confidence. Fitch believes the sample size, the relevance of the tested fields, and the lack of material error findings suggest the originator provided an acceptable quality of data. As a result, Fitch made no adjustments to its analysis with respect to the data provided. For more detail regarding Fitch s review of the origination process, please see Asset Analysis section. Counterparty Risk Servicing No back-up servicer was appointed at closing of the transaction. Nevertheless, the agency drew comfort from a number of operational and structural features in place that mitigate servicing discontinuity risk. Upon the occurrence of a servicer termination event (STE, which includes the insolvency of the servicer), the management company will be entitled to identify a new servicer and negotiate a replacement servicing agreement with such new servicer. The management company shall appoint such replacement servicer with the prior approval of the custodian (although, if the management company considers that the custodian is holding or delaying its consent FCT Auto ABS Compartiment 2012-1 July 2012 18
Structured Finance unreasonably, it shall be entitled to set aside the opinion of the custodian). Following the termination of the appointment of the servicer, the management company will notify the obligors and relevant dealers of the assignment of the relevant receivables to the issuer and instruct them to pay into an account specified by it. Such notification will be made possible, in particular, by the mechanism under which the seller delivers to the management company, on a monthly basis, an encrypted data file containing the debtors information (in compliance with the applicable confidentiality and data protection laws). Such data can be decrypted via the delivery of a decryption key upon the occurrence of an STE. Furthermore, the servicer will have to transfer to the new servicer all necessary information in order to effectively transfer the servicing functions. Fitch s view is that the management of lease data and information, together with the operational steps in place at transaction level and the defined responsibility of the management company to find a replacement servicer, should reduce the servicing transfer time. In addition, the structure provides several mitigants as regards liquidity and commingling risk, which are described in the Commingling and Liquidity sections below. In Fitch s opinion, the different arrangements adequately mitigate the servicing continuity risk, in accordance with Fitch s Criteria for Servicing Continuity Risk for Structured Finance Transactions, dated 12 August 2011 Commingling All the payments made with respect of the receivables are credited to the servicer account, which is a specially dedicated account (SDA) opened on the name of the issuer. The French Monetary and Financial Code provides that the creditors of the seller/servicer have no right over the sums credited to the SDA, since these sums are for the exclusive benefit of the issuer. Under the servicing agreement, the servicer has undertaken vis-à-vis the issuer that all direct debits shall be directly credited into the SDA and to promptly transfer to the SDA any amount of collections standing to the credit of any other of its bank accounts. The servicer furthermore undertakes to transfer to the issuer account any amount standing to the credit of the SDA within five business days. Upon termination of the appointment of the servicer, the management company will instruct the debtors to pay into any account specified by the management company. In any case, the part of the collections not credited directly to the SDA, but transiting via other accounts of the servicer (ie cheque payments) are potentially subject to commingling. To mitigate the commingling risk as regard these payments, a commingling reserve has been established and is adjusted on a dynamic basis to cover at least one month of prepayment amounts. Taking this into account, Fitch considers that the risk is adequately mitigated, in accordance with the criteria, Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012. Liquidity The risk of liquidity outage in case of servicing disruption is first mitigated by the availability of the general reserve, which at any time is aimed at liquidity and is sufficient to cover approximately four to five months of senior fees and interest on the notes. Furthermore, either the scheduled payments made by direct debits and directly credited to the SDA prior to the debtors notification, or the amounts available in the commingling reserve which can be drawn to compensate for any instalments not credited to the issuer account (see Commingling section above) would be available to provide liquidity support if needed. Additionally, it shall be noted that the applicable priorities of payments provide that principal FCT Auto ABS Compartiment 2012-1 July 2012 19
Structured Finance can be used to make payments with respect to items 1 to 3 of the interest priority of payments, in the event that there are insufficient interest available funds (see Priority of Payments section above). Fitch considers that the liquidity risk is adequately mitigated, in accordance with the criteria, Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012. Set-Off The originator does not offer deposit accounts in France. Deposit-related set-off does not exist, nor does contractual set-off, and Fitch s view is that it is unlikely that any set-off risk may arise during the transaction term. Account Bank and Specially Dedicated Bank Account From closing, Crédit Agricole Corporate and Investment Bank ( A+ /Negative/ F1+ ) and Crédit Agricole S.A. ( A+ /Negative/ F1+ ) act respectively as account bank, holding the various issuer accounts, and specially dedicated bank account, holding the servicer accounts which are specially dedicated accounts (see Commingling section below). The transaction documentation provides that in the event that the account bank or the specially dedicated bank account is downgraded below either F1 or A a replacement will be appointed. In Fitch s opinion, this arrangement adequately mitigates the counterparty risk related to the account bank and to the specially dedicated bank account, in accordance with the criteria, Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012. Swap Counterparty The issuer is expected to enter into two interest rate swap agreements. Deutsche Bank ( A+ /Stable/ F1+ ) and Natixis ( A+ /Negative/ F1+ ) act as the interest rate swap counterparties. Replacement downgrade language and other mechanisms, in line with Fitch s criteria, Counterparty Criteria for Structured Finance Transactions, dated 30 May 2012, have been put in place in the documentation in respect of Deutsche Bank and Natixis acting as interest rate swap counterparties. Performance Analytics Throughout the life of the transaction, Fitch will monitor the performance of the collateral and any changes at the servicer, or with the structure, that may influence the ratings of the notes. Fitch will receive monthly servicer reports detailing the performance of the portfolio. These will provide the basis for the agency s surveillance of the performance of the transaction against both base case expectations and the performance of the industry as a whole. The ratings on the notes issued under the FCT Auto ABS Compartiment 2012-1 transaction will be reviewed by a committee at least every 12 months, or where considered appropriate (eg in the event of a deterioration in performance, an industry-wide development, or a change at Credipar that may influence the transaction) with any affirmation or change in the ratings disseminated publicly. Fitch s quantitative analysis will focus on monitoring the key performance parameters (delinquencies, defaults, recoveries, prepayments and RV losses) against the base case assumptions. The agency s structured finance performance analytics team ensures that the assigned ratings remain, in the agency s view, an appropriate reflection of the issued notes credit risk. Details of the transaction s performance are available to subscribers at www.fitchratings.com. Please call the Fitch analysts listed on the first page of this report with any queries regarding the initial analysis or the ongoing performance. FCT Auto ABS Compartiment 2012-1 July 2012 20
Structured Finance Appendix A: Transaction Overview FCT Auto ABS Compartiment 2012-1 Figure 13 Capital Structure France/Auto Leases Class Ratings Rating Outlook Size (%) Size (meur) CE (%) PMT Freq. Final Maturity TT (%) TTLM A AAAsf Stable 67.0 723.60 33.0 Monthly July 2026 67.0 2.8 B NRsf n.a. 33.0 356.40 0.0 Monthly July 2026 n.a. n.a. Total 1,080.00 General reserve Performance reserve Source: Fitch 1.0% of initial notes balance 1.5% of initial notes balance Key Information Details Parties Closing date 24 July 2012 Seller/originator Credipar Country of assets and type French auto leases Servicer Credipar Country of SPV France Account bank Crédit Agricole Corporate and Investment Bank Analyst Paul Peyré Specially dedicated bank account Crédit Agricole S.A. +33 1 4429 9170 Interest rate swap counterparties Deutsche Bank and Natixis paul.peyre@fitchratings.com Management company France Titrisation Source: Fitch Summary Key Rating Drivers No Credit to Vehicle Sales: Based on the legal opinion and memo received, Fitch Ratings view is that, depending on the outcome of Credipar s bankruptcy proceedings, the proceeds from the receivables related to the sale of the underlying vehicles could be lost, or not be made available in a timely manner, to the issuer. In its analysis, the agency has considered the issuer would not benefit from such amounts. Distressed Used Cars Market: Under its stress scenarios, Fitch has considered used car values depreciate, providing limited incentive for lessees to purchase the underlying car at a predetermined price. The agency has therefore assumed that none of the lessees would either prepay or exercise their RV purchase option at lease maturity. Revolving Period Risk Mitigated: The transaction has a maximum 30-month revolving period, after which, the portfolio will become static and will amortise. The early amortisation triggers, along with the eligibility criteria and the available credit enhancement, adequately mitigate the risk added by the revolving period. Servicing Continuity Risk: Credipar is the servicer. No back-up servicer was appointed at closing of the transaction. However, servicing continuity risks are mitigated by different operational elements. Furthermore, several factors mitigate the commingling risk (including the use of a specially dedicated collection account and the availability of a dedicated commingling reserve), while an adequately sized reserve fund (the general reserve) is available for liquidity. Asset Outlook: Fitch has a stable to declining asset outlook for French consumer ABS transactions. The agency considers that unemployment levels and used car values are key drivers of asset performance in the French auto ABS sector. Source: Fitch Simplified Structure Diagram Obligors Servicer: Crédipar Originator /Seller: Crédipar Interest Rate Swap Counterparties: Deutsche Bank and Natixis Source: Transaction documents, Fitch Cash Manager: Banque PSA Finance Issuer: FCT Auto ABS Compartiment 2012-1 Account Bank: Crédit Agricole Corporate and Investment Bank "Management Company: France Titrisation" Class A Notes Class B Notes Specially Dedicated Bank Account: Crédit Agricole S.A. Investors FCT Auto ABS Compartiment 2012-1 July 2012 21
Structured Finance ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. Copyright 2012 by Fitch, Inc., Fitch Ratings Ltd. and its subsidiaries. One State Street Plaza, NY, NY 10004.Telephone: 1-800-753-4824, (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings, Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch s factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch s ratings should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed. The information in this report is provided as is without any representation or warranty of any kind. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion is based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at anytime for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US$1,000 to US$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US$10,000 to US$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution, Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers. FCT Auto ABS Compartiment 2012-1 July 2012 22
APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY S&P PAR3322943 238
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Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 C eqodkpcvkqp qh uwdqtfkpcvkqp cpf gzeguu urtgcf yknn rtqxkfg etgfkv gpjcpegogpv/ Vjg uvtwevwtg cnuq dgpghkvu htqo c ecuj tgugtxg- yjkej yknn dg hwnn{ hwpfgf cv enqukpi- cpf yknn ugtxg rtkoctkn{ cu nkswkfkv{ uwrrqtv/ Kp cffkvkqp- c eqookpinkpi tgugtxg yknn cko vq rtqvgev pqvgjqnfgtu/ Vjg qtkikpcvqt yknn hwnn{ hwpf vjg ecuj tgugtxg cv enqukpi ykvj cp coqwpv gswcn vq 2/1& qh vjg kpkvkcn encuu C cpf D pqvgu/ Vjg uvtwevwtg yknn cnuq dgpghkv htqo c 2/6& rgthqtocpeg tgugtxg/ Kp qwt xkgy- eqwpvgtrctv{ tkum ku rtgugpv ykvj tgictf vq vjg ceeqwpv dcpmu- Etëfkv Citkeqng Eqtrqtcvg cpf Kpxguvogpv Dcpm )ECEKD* cpf Etëfkv Citkeqng- cpf vjg kpvgtguv tcvg uycr rtqxkfgtu- Fgwvuejg Dcpm CI )C,0Pgicvkxg0C.2* cpf Pcvkzku U/C )C0Uvcdng0C.2*/ Yg dgnkgxg vjcv crrtqrtkcvg fqypitcfg0tgrncegogpv ncpiwcig okvkicvgu gzrquwtg vq vjg ceeqwpv dcpmu/ Vjg ugpkqt uycru ctg gzrgevgf vq dg kp nkpg ykvj qwt 3123 eqwpvgtrctv{ etkvgtkc )ugg #Eqwpvgtrctv{ Tkum Htcogyqtm Ogvjqfqnqi{ Cpf Cuuworvkqpu-# rwdnkujgf qp Oc{ 42-3123*/ Tcvkpi Tcvkqpcng Qtkikpcvqt/ Etgfkrct ku c ngcfkpi Htgpej cwvq nqcp cpf ngcug rtqxkfgt ykvj vguvgf wpfgtytkvkpi cpf ugtxkekpi rtqegfwtgu- kp qwt qrkpkqp/ Kv cnuq jcu ugewtkvk cvkqp gzrgtkgpeg- kpenwfkpi ugxgtcn vtcpucevkqpu vjcv yg tcvg/ Yg xkgy vjg qtkikpcvqt(u rtqeguugu cpf kvu cdknkv{ vq rwtuwg qtkikpcvkqp cpf ugtxkekpi wpfgt iqqf eqpfkvkqpu cu cfgswcvg/ Geqpqoke qwvnqqm/ Kp qwt dcug.ecug uvtguu uegpctkqu- yg jcxg eqpukfgtgf vjg ukipkhkecpv fgvgtkqtcvkqp qh vjg Htgpej ocetqgeqpqoke gpxktqpogpv- cu rgt qwt kpvgtpcn geqpqoke hqtgecuv )ugg #Geqpqoke Tgugctej< Pq Hcuv Ncpg Qwv Qh Gwtqrg(u Tgeguukqp-# rwdnkujgf qp Crtkn 5-3123*/ Etgfkv tkum/ Yg jcxg cpcn{ gf etgfkv tkum hqnnqykpi vjg crrnkecvkqp qh qwt Gwtqrgcp eqpuwogt hkpcpeg etkvgtkc wukpi vjg ugnngt(u jkuvqtke itquu nquu cpf tgeqxgt{ fcvc )ugg #Gwtqrgcp Eqpuwogt Hkpcpeg Etkvgtkc-# rwdnkujgf qp Octej 21-3111*/ Yg jcxg cnuq ikxgp uqog etgfkv vq tgeqxgtkgu ctkukpi htqo rwtejcug qrvkqpu gzgtekugf d{ ngcukpi enkgpvu/ Vjg vtcpucevkqp korngogpvu c 41.oqpvj tgrngpkujogpv rgtkqf fwtkpi yjkej vjg swcnkv{ qh vjg rqqn oc{ ujkhv fwg vq uwduvkvwvkqpu/ Jqygxgt- vjg ecr qp vjg tkumkgt rtqfwevu okvkicvgu vjku/ Kp cffkvkqp- gnkikdknkv{ etkvgtkc wpfgt vjg vtcpucevkqp fqewogpvu iwctcpvgg c okpkowo ygkijvgf.cxgtcig octikp/ Ecuj hnqy cpcn{uku/ Yg jcxg eqpfwevgf qwt ecuj hnqy cpf etgfkv cpcn{uku d{ crrn{kpi qwt Gwtqrgcp eqpuwogt hkpcpeg etkvgtkc/ Qwt cpcn{uku eqphktou vjcv vjg ngxgn qh etgfkv gpjcpegogpv kp vjg vtcpucevkqp )yjkej vjg uwdqtfkpcvkqp qh vjg encuu D pqvgu rtqxkfgu*- vjg hwnn{.hwpfgf tgugtxgu )ecuj tgugtxg cpf rgthqtocpeg hgg tgugtxg*- cpf vjg cxckncdng gzeguu urtgcf ctg eqoogpuwtcvg ykvj c rtgnkokpct{ (CCC )uh*( tcvkpi qp vjg encuu C pqvgu/ Vjg tgugtxg hwpf ku uvtwevwtgf vq rtgugtxg cp kpjgtgpv uqwteg qh nkswkfkv{ ykvjkp vjg fgcn yjgp vjg ugpkqt pqvgu ctg qwvuvcpfkpi/ Tcvkpi uvcdknkv{/ Yg jcxg wpfgtvcmgp c uegpctkq cpcn{uku d{ crrn{kpi qwt Gwtqrgcp cwvq CDU rgthqtocpeg uegpctkq cpcn{uku ogvjqfqnqi{- yjkej rtqxkfgu c #yjcv.kh# cpcn{uku qh vyq uegpctkqu cpf cp gzcokpcvkqp qh vjg rgthqtocpeg qh vjg vtcpucevkqp wpfgt qwt 3121 Etgfkv Uvcdknkv{ Etkvgtkc )ugg #Uegpctkq Cpcn{uku< Itquu Fghcwnv Tcvgu Cpf Gzeguu Urtgcf Jqnf Vjg Cpuygt Vq Hwvwtg Gwtqrgcp Cwvq CDU Rgthqtocpeg-# rwdnkujgf qp Oc{ 23-311;- cpf #Ogvjqfqnqi{< Etgfkv Uvcdknkv{ Etkvgtkc-# rwdnkujgf qp Oc{ 21-3121*/ Eqwpvgtrctv{ tkum/ Vjg vtcpucevkqp fqewogpvu eqpvckp tgrncegogpv ncpiwcig hqt cnn qh vjg tgngxcpv eqwpvgtrctvkgu kp vjg vtcpucevkqp- cu rgt qwt 3123 eqwpvgtrctv{ etkvgtkc )ugg #Eqwpvgtrctv{ Tkum Htcogyqtm Ogvjqfqnqi{ Cpf Cuuworvkqpu-# rwdnkujgf qp Oc{ 42-3123*/ Vjg ngcugu kp vjg rqtvhqnkq rc{ hkzgf kpvgtguv tcvgu- yjgtgcu vjg pqvgu rc{ hnqcvkpi kpvgtguv tcvg/ Vq jgfig vjku tkum- vjg kuuwgt jcu gpvgtgf kpvq uycru ykvj Pcvkzku cpf Fgwvuejg Dcpm/ Vjg wug qh Htgpej urgekcnn{ fgfkecvgf ceeqwpvu cpf c f{pcoke eqookpinkpi tgugtxg hwpf- yjkej ku hwpfgf cv enqukpi- okvkicvgu eqookpinkpi tkum nkpmgf vq vjg ugtxkegt/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!6 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Ngicn tkum/ HEVu ctg dcpmtwrve{.tgoqvg wpfgt Htgpej ugewtkvk cvkqp ncy/ Qwt cpcn{uku jcu eqpenwfgf vjcv vjg cuukipogpv qh tgegkxcdngu yknn dg ghhgevkxg cpf vjcv vjgtg yknn dg c eqpvkpwcvkqp qh vjg eqpvtcevu kh Etgfkrct dgeqogu kpuqnxgpv/ Yg jcxg ikxgp nkokvgf dgpghkv vq vjg xgjkengu( ucngu rtqeggfu ukpeg vjgtg ku pq ngicn qdnkicvkqp htqo vjg tgrwtejcugt vq rcuu qp vjg rtqeggfu vq vjg HEV/ Uvtgpivju- Eqpegtpu- Cpf Okvkicvkpi Hcevqtu Uvtgpivju DRH ku c ngcfkpi Gwtqrgcp oqvqt hkpcpekpi qtkikpcvqt- ykvj uvtqpi wpfgtytkvkpi cpf ugtxkekpi rtqegfwtgu cetquu Gwtqrg/ Kp cffkvkqp- vjg itqwr ku c tgrgcv kuuwgt ykvj rcuv gzrgtkgpeg kp vjg ugewtkvk cvkqp qh cwvq nqcpu/ Cu qh vjg rtgnkokpct{ rqtvhqnkq ewv.qhh fcvg- vjg rqtvhqnkq fkf pqv eqpvckp cp{ fgnkpswgpv qt fghcwnvgf tgegkxcdngu/ Vjg rc{ogpv uvtwevwtg qh vjg pqvgu ku hwnn{ ugswgpvkcn/ Chvgt egtvckp vtkiigt gxgpvu qeewt- vjg ugrctcvg kpvgtguv cpf rtkpekrcn ycvgthcnnu ctg eqodkpgf cpf vjg kuuwgt wugu cnn cxckncdng gzeguu urtgcf vq rc{ fqyp vjg pqvgu/ Vjg uvtwevwtg dgpghkvu htqo c ecuj tgugtxg- yjkej yknn dg hwnn{ hwpfgf cv enqukpi cpf yknn ugtxg rtkoctkn{ cu nkswkfkv{ uwrrqtv/ Kpvgtguv tcvg uycru yknn cfgswcvgn{ jgfig vjg kpvgtguv tcvg okuocvej dgvyggp vjg hkzgf.tcvg ngcugu cpf vjg hnqcvkpi.tcvg pqvgu/ Vjg uvtwevwtg yknn cnuq dgpghkv htqo c 2/6& rgthqtocpeg tgugtxg/ Ikxgp vjg fkhhgtgpeg dgvyggp kpvgtguv tgegkxgf htqo vjg cuugvu cpf ugpkqt gzrgpugu rnwu vjg uycr tcvg rnwu vjg octikp rc{cdng wpfgt vjg pqvgu- vjg vtcpucevkqp yknn dgpghkv htqo gzeguu urtgcf vjcv ecp dg wugf vq ewtg nquugu/ Eqpegtpu cpf okvkicvkpi hcevqtu Kp qwt xkgy- Htcpeg(u ocetqgeqpqoke gpxktqpogpv jcu ukipkhkecpvn{ fgvgtkqtcvgf cpf vjg wpgornq{ogpv hqtgecuv oc{ chhgev eqpuwogt nqcp rgthqtocpeg )ugg #Geqpqoke Tgugctej< Pq Hcuv Ncpg Qwv Qh Gwtqrg(u Tgeguukqp-# rwdnkujgf qp Crtkn 5-3123*/ Yg jcxg eqpukfgtgf vjku kp qwt dcug.ecug cuuworvkqpu/ Kh Etgfkrct dgeqogu kpuqnxgpv- yg wpfgtuvcpf vjgtg ku c tkum qh gctn{ vgtokpcvkqp qh eqpvtcevu d{ Etgfkrct(u cfokpkuvtcvqt qt c rwtejcugt qh Etgfkrct(u dwukpguu/ Etgfkrct jcu rtqxkfgf c ngicn ogoq uvcvkpi vjcv vjg cfokpkuvtcvqt ujqwnf pqv vgtokpcvg vjg eqpvtcevu dcugf qp egtvckp kpegpvkxgu- yjkej cnuq uvcvg vjcv c rwtejcugt yqwnf ceswktg vjg eqpvtcevu cnqpi ykvj vjg ngcugf xgjkengu kp vjg gxgpv qh nkswkfcvkqp qt c ucng qh vjg rqtvhqnkq wpfgt c dcpmtwrve{ uegpctkq/ Vjku ngicn cpcn{uku- eqodkpgf ykvj swcnkvcvkxg hcktpguu cpf geqpqoke ctiwogpvu- uwrrqtvu qwt (CCC )uh*( tcvkpi qp vjg encuu C pqvgu/ Vjg vkvng qh vjg xgjkeng tgockpu ykvj vjg nguuqt )Etgfkrct*/ Kh vjg nguuqt dgeqogu kpuqnxgpv cpf c vjktf rctv{ rwtejcugu vjg eqpvtcevu cpf xgjkengu- vjg rwtejcugt yqwnf jcxg pq ngicn qdnkicvkqp vq rcuu vjg ucng rtqeggfu qh vjg xgjkengu vq vjg kuuwgt- kh kv ku tgvwtpgf qt tgrquuguugf/ Vjku yqwnf dg dgecwug vjg qdnkiqt jcu fghcwnvgf qt pqv gzgtekugf c rwtejcug qrvkqp/ Yg jcxg ikxgp nkokvgf etgfkv vq vjg xgjkengu( ucngu rtqeggfu kp qwt etgfkv cpf ecuj hnqy cpcn{uku/ Uqog eqpvtcevu kpenwfg c urqpuqtgf rwtejcug qrvkqp yjgtg vjg qdnkiqt ecp rwtejcug vjg xgjkeng fwtkpi c egtvckp rgtkqf cv c rtkeg dgnqy vjg tgukfwcn xcnwg qh vjg eqpvtcev/ Yg jcxg uk gf vjg ghhgev qh gzgtekukpi vjg urqpuqtgf rwtejcug qrvkqp kp qwt ecuj hnqy cpcn{uku/ Kp qwt ecuj hnqy cpcn{uku- yg kpeqtrqtcvgf c fgetgcug kp vjg tcvg qh vjg eqpvtcev vq ceeqwpv hqt vjg rtkpekrcn nquu yjgp vjg qrvkqp ku gzgtekugf/ Vjg etgfkv swcnkv{ qh vjg rqqn oc{ ujkhv cpf vjg rgthqtocpeg oc{ fgvgtkqtcvg fwtkpi vjg tgrngpkujogpv rgtkqf fwg vq vjg uwduvkvwvkqp qh coqtvk kpi cuugvu/ Jqygxgt- vjg vtcpucevkqp hgcvwtgu ugxgtcn uvtwevwtcn okvkicpvu- uwej cu ecru qp uqog qh vjg tkumkgt rtqfwevu cpf egtvckp rgthqtocpeg vtkiigtu )coqpi qvjgt hgcvwtgu- kh gzeguu urtgcf ku fggogf kpuwhhkekgpv wpfgt vjg vtcpucevkqp fqewogpvu vq engct cp{ rc{ogpv fghkekgpe{ ngfigt ]RFN_ dcncpeg*- yjkej yqwnf uvqr vjg tgrngpkujogpv rgtkqf kh vjg rgthqtocpeg ygtg vq fgvgtkqtcvg uwduvcpvkcnn{/ Hwtvjgtoqtg- qwt dcug.ecug nquu cuuworvkqpu vcmg kpvq ceeqwpv etgfkv swcnkv{ fgvgtkqtcvkqp fwg vq rqtvhqnkq eqorqukvkqp ejcpigu/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!7 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Cnvjqwij eqnngevkqpu qp uejgfwngf ngcug kpuvcnnogpvu ctg fktgevn{ etgfkvgf vq c urgekcn eqnngevkqp ceeqwpv fgfkecvgf vq vjg kuuwgt rctvkcnn{ cfftguugu eqookpinkpi tkum- uqog tkum tgockpu hqt rtgrc{ogpvu cpf eqnngevkqpu tgegkxgf ykvj tgurgev vq vjg rqtvkqp qh rwtejcug qrvkqpu gzgtekugf/ Yg dgnkgxg vjku tkum ku okvkicvgf d{ c eqookpinkpi tgugtxg - yjkej vjg qtkikpcvqt yknn hwpf cv enqukpi cpf f{pcokecnn{ cflwuv vq vjg tkum rtqhkng kp vjg rqtvhqnkq/ Vjgtg yknn dg pq eqpvtcevgf dcemwr ugtxkegt cv enqukpi/ Kp qwt ecuj hnqy cpcn{uku- yg jcxg oqfgngf crrtqrtkcvg uvtguugu ykvj tgurgev vq c rqvgpvkcn ugtxkegt tgrncegogpv- kpenwfkpi c uvtguugf ugtxkegt hgg/ Vtcpucevkqp Uvtwevwtg Vjku vtcpucevkqp yknn wug cp gzkuvkpi HEV cu vjg kuuwkpi urgekcn rwtrqug xgjkeng )URX*- Cwvq CDU HEV- yjkej yknn dg ugitgicvgf kp vjg Eqorctvogpv 3123.2- vjg vjktf ugtkgu qh vjg hwpf/ Vjku Htgpej ugewtkvk cvkqp xgjkeng ku dcpmtwrve{.tgoqvg d{ ncy/ Kp qtfgt vq hkpcpeg vjg rwtejcug qh vjg rqtvhqnkq qh cwvq ngcug cpf tgukfwcn xcnwg tgegkxcdngu vjcv Etgfkrct qtkikpcvgf- kv yknn kuuwg ugpkqt pqvgu )vjg encuu C pqvgu* cpf lwpkqt pqvgu )vjg encuu D pqvgu*/ Vjg vtcpucevkqp yknn gzjkdkv ugrctcvg kpvgtguv cpf rtkpekrcn rc{ogpv ycvgthcnnu- yjkej yknn dg rwtgn{ ugswgpvkcn/ Wpfgt cfxgtug ektewouvcpegu- vjku ycvgthcnn ecp eqodkpg cpf uykvej vq ceegngtcvgf oqfg/ Vjg uwdqtfkpcvkqp qh vjg encuu D pqvgu cpf gzeguu urtgcf rtqxkfg etgfkv gpjcpegogpv hqt vjg encuu C pqvgu/ Vjg ecuj tgugtxg yknn rtkoctn{ ugtxg cu cp kpjgtgpv uqwteg qh nkswkfkv{ ykvjkp vjg fgcn/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!8 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Qtkikpcvqt Etgfkrct ku c uwdukfkct{ qh DRH- vjg ecrvkxg hkpcpekpi eqorcp{ cpf c 211& uwdukfkct{ qh vjg cwvq ocpwhcevwtgt- RUC Rgwigqv Ekvtqíp Itqwr/ Kv jcu jgnf c dcpmkpi nkegpug kp Htcpeg ukpeg 2;;6/ Etgfkrct(u ockp dwukpguu cevkxkv{ ku vq hkpcpeg vjg ocpwhcevwtgt(u xgjkeng ucngu- dwv kv cnuq qhhgtu qvjgt hkpcpekcn ugtxkegu vq gpf.ewuvqogtu- cu ygnn cu hkpcpekpi xgjkeng uvqemu cpf urctg rctvu hqt vjg fgcngt pgvyqtm/ Yg eqpukfgt vjcv Etgfkrct jcu c jkij ngxgn qh gzrgtkgpeg kp kvu eqtg dwukpguu qh cwvq hkpcpekpi/ Vjg pgvyqtm qh Rgwigqv cpf Ekvtqíp fgcngtu kp Htcpeg qtkikpcvgu vjg eqpvtcevu/ Jqygxgt- fgcngtu fq pqv jcxg cp{ etgfkv cwvjqtkv{ cpf Etgfkrct jcpfngu wpfgtytkvkpi/ Cnn kpeqokpi crrnkecvkqpu ctg etgfkv ueqtgf wukpi c tcpig qh kprwvu- uwej cu gzvgtpcn etgfkv dwtgcw kphqtocvkqp- cig- vkog cv vjg lqd- fqyp.rc{ogpv- qt rtgxkqwu gzrgtkgpeg ykvj vjg ewuvqogt/ Oquv ugtxkekpi cevkxkv{ ku fqpg kp.jqwug- kpenwfkpi #tgiwnct# ugtxkekpi cpf xgjkeng tgrquuguukqp/ Ecuj hnqy ogejcpkeu Vjg encuu C cpf D pqvgu yknn rc{ kpvgtguv cv c hnqcvkpi.tcvg qp oqpvjn{ kpvgtguv rc{ogpv fcvgu/ Kpkvkcnn{- vjg vtcpucevkqp YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!9 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 yknn jcxg ugrctcvg kpvgtguv cpf rtkpekrcn ycvgthcnnu/ Vjg kpvgtguv ycvgthcnn yknn hgcvwtg c RFN ogejcpkuo vjtqwij yjkej CWVQ CDU HEV EQORCTVKOGPV 3123.2 ecp wug gzeguu urtgcf vq ewtg fghcwnvu qh ngcug tgegkxcdngu/ Vjg kuuwgt yqp(v rc{ cp{ rtkpekrcn vq pqvgjqnfgtu fwtkpi vjg tgrngpkujogpv rgtkqf- dwv vjg rtkpekrcn ycvgthcnn rtqxkfgu hqt ugswgpvkcn rc{fqyp qpeg vjg coqtvk cvkqp rgtkqf uvctvu/ Kh egtvckp rgthqtocpeg vtkiigtu ctg dtgcejgf )kpenwfkpi ugtxkegt kpuqnxgpe{*- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn cnnqecvg ecuj hnqyu ceeqtfkpi vq c eqodkpgf ycvgthcnn yjgtg kv wugu cnn gzeguu urtgcf vq rc{ fqyp pqvgu kp ugswgpvkcn qtfgt/ Kpvgtguv ycvgthcnn Wpnguu c rgthqtocpeg vtkiigt jcu dggp dtgcejgf- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn crrn{ cnn kpvgtguv eqnngevkqpu cpf uycr tgegkrvu vq vjg hqnnqykpi kpvgtguv ycvgthcnn qp cp{ oqpvjn{ kpvgtguv rc{ogpv fcvg )vjg ecuj tgugtxg ku cxckncdng vq ocmg rc{ogpvu fqyp vq kpvgtguv rckf qp vjg encuu C pqvgu*< Ugtxkekpi hggu cpf ugpkqt gzrgpugu= Pgv uycr rc{ogpvu vq vjg ugpkqt uycr= Kpvgtguv qp vjg encuu C pqvgu= Tgrngpkujogpv qh vjg ecuj tgugtxg= RFN ogejcpkuo= Ugpkqt uycr vgtokpcvkqp rc{ogpvu= Pgv uycr rc{ogpvu vq vjg lwpkqt uycr= Kpvgtguv qp vjg encuu D pqvgu= cpf Rc{ogpv vq tgukfwcn wpkv jqnfgtu/ Kp qwt ecuj hnqy cpcn{uku- yg uvtguugf cnn coqwpvu tcpmkpi ugpkqt vq kpvgtguv rc{ogpvu qp vjg pqvgu/ Rtkpekrcn ycvgthcnn Wpnguu c rgthqtocpeg vtkiigt ku dtgcejgf- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn crrn{ cnn rtkpekrcn eqnngevkqpu cpf coqwpvu tgegkxgf vjtqwij vjg RFN vq vjg hqnnqykpi rtkpekrcn ycvgthcnn qp cp{ oqpvjn{ kpvgtguv rc{ogpv fcvg )tgrc{ogpv qh rtkpekrcn qp vjg pqvgu uvctvu qpn{ chvgt vjg gpf qh vjg tgrngpkujogpv rgtkqf*< Rwtejcug qh cffkvkqpcn cuugvu )fwtkpi vjg tgrngpkujogpv rgtkqf qpn{*= Rc{ogpv qh vjg hktuv vjtgg kvgou qh vjg kpvgtguv rtkqtkv{ qh rc{ogpv kp vjku qtfgt= Rtkpekrcn qp vjg encuu C pqvgu= Rtkpekrcn qp vjg encuu D pqvgu= cpf Rc{ogpv vq tgukfwcn wpkv jqnfgtu/ Eqodkpgf ycvgthcnn Cp{ qh vjg hqnnqykpi gxgpvu yqwnf ceegngtcvg vjg ycvgthcnn )k/g/- cp ceegngtcvgf tgfgorvkqp gxgpv*< Kh CWVQ CDU HEV EQORCTVKOGPV 3123.2 hcknu vq rc{ kpvgtguv qp vjg oquv ugpkqt qwvuvcpfkpi encuu qh pqvgu= Kh Etgfkrct dgeqogu kpuqnxgpv= cpf Kh vjg rtkpekrcn fghkekgpe{ coqwpv tgrtgugpvu oqtg vjcp 61& qh vjg qwvuvcpfkpi coqwpv qp vjg encuu D pqvgu/ Hqnnqykpi cp ceegngtcvgf tgfgorvkqp gxgpv- vjg dtgcej qh c rgthqtocpeg vtkiigt )ugg dgnqy*- vjg kpvgtguv cpf rtkpekrcn ycvgthcnnu cdqxg uykvej kpvq c eqodkpgf ycvgthcnn- vq yjkej CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn crrn{ cnn cxckncdng coqwpvu qp vjg oqpvjn{ kpvgtguv rc{ogpv fcvgu< YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!; ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Ugtxkekpi hggu cpf ugpkqt gzrgpugu )kpenwfkpi rqvgpvkcn kpegpvkxk cvkqp rc{ogpvu vq vjg kpuqnxgpe{ cfokpkuvtcvqt*= Pgv uycr rc{ogpvu vq vjg ugpkqt uycr= Kpvgtguv qp vjg encuu C pqvgu= Tgrngpkujogpv qh vjg ecuj tgugtxg= Rtkpekrcn qp vjg encuu C pqvgu= Ugpkqt uycr vgtokpcvkqp rc{ogpvu Pgv uycr rc{ogpvu vq vjg lwpkqt uycr= Kpvgtguv qp vjg encuu D pqvgu= Rtkpekrcn qp vjg encuu D pqvgu= cpf Rc{ogpv vq tgukfwcn wpkv jqnfgtu/ Ecnn qrvkqp Etgfkrct ecp kuuwg c engcp.wr qhhgt cu uqqp cu vjg ciitgicvg rtkpekrcn dcncpeg qh vjg rgthqtokpi tgegkxcdngu ku nqygt vjcp 21& qh vjg oczkowo ciitgicvgf qwvuvcpfkpi dcncpeg qh vjg tgegkxcdngu cv enqukpi= qt kh Etgfkrct jqnfu cnn vjg tgockpkpi pqvgu/ Kh DRH gzgtekugu vjg qrvkqp- CWVQ CDU HEV EQORCTVKOGPV 3123.2 yknn tgfggo vjg pqvgu kp hwnnkpenwfkpi ceetwgf kpvgtguv/ Etgfkv gpjcpegogpv C eqodkpcvkqp qh gzeguu urtgcf cpf uwdqtfkpcvkqp yknn rtqxkfg etgfkv rtqvgevkqp hqt vjg encuu C pqvgjqnfgtu/ Oqtgqxgt- vjg ecuj tgugtxg yknn dg cxckncdng vq ewtg nkswkfkv{ ujqtvhcnnu kh cp{/ Gzeguu urtgcf Gzeguu urtgcf yknn tguwnv htqo vjg fkhhgtgpeg dgvyggp )k* vjg kpvgtguv kpeqog tgegkxgf htqo vjg cuugvu cpf )kk* vjg kpvgtguv rckf vq vjg pqvgjqnfgtu qh vjg tcvgf pqvgu rnwu cp{ ugpkqt hggu cpf gzrgpugu cpf vjg equv qh vjg uycr/ Cv enqukpi- yg gzrgev vjcv vjku fkhhgtgpeg yknn coqwpv vq oqtg vjcp 711 dcuku rqkpvu )dru*/ Ecuj tgugtxg Cv enqukpi- vjg ugnngt yknn hwpf c ecuj tgugtxg vjtqwij c fgrqukv gswcn vq 2/1& qh vjg xqnwog qh vjg encuu C cpf D pqvgu/ Vjg tgugtxg yknn uvctv vq coqtvk g qpeg vjg encuu C cpf D pqvgu yknn uvctv vq coqtvk g/ Fwtkpi vjg tgrngpkujogpv cpf coqtvk cvkqp rgtkqf- vjg tgugtxg ecp dg wugf vq rc{ ugpkqt hggu- ugpkqt uycr coqwpvu- qt kpvgtguv qp vjg encuu C pqvgu cpf yknn dg tgrngpkujgf vjtqwij vjg ycvgthcnn/ Eqookpinkpi tgugtxg Oquv eqnngevkqpu htqo vjg nguuggu ctg tgegkxgf kp c dcpm ceeqwpv vjcv ku fgfkecvgf vq vjg kuuwgt- yjkej kuqncvgu vjg eqnngevkqpu htqo eqookpinkpi tkum/ Vjgtg yknn dg c eqookpinkpi tgugtxg vq eqxgt eqookpinkpi tkum ykvj tgurgev vq eqnngevkqpu vjcv ctg pqv tgegkxgf kp vjku ceeqwpv- oquv korqtvcpvn{ eqnngevkqpu qp vjg tgukfwcn xcnwg tgegkxcdngu cpf rtgrc{ogpvu/ Coqwpvu rquvgf kp vjg tgugtxg yknn dg cflwuvgf qp c oqpvjn{ dcuku vq eqxgt uwej eqnngevkqpu qxgt c qpg.oqpvj rgtkqf/ Kpvgtguv uycr citggogpv Vq jgfig vjg okuocvej dgvyggp vjg hkzgf.tcvg kpvgtguv qh vjg cuugvu cpf vjg hnqcvkpi.tcvg kpvgtguv qh vjg pqvgu- vjg HEV yknn gpvgt kpvq cp kpvgtguv tcvg uycr cv enqukpi ykvj Pcvkzku cpf Fgwvuejg Dcpm/ Wpfgt vjgug uycru- Pcvkzku cpf Fgwvuejg Dcpm yknn rc{ vjg Gwtqrgcp Kpvgtdcpm Qhhgtgf Tcvg )GWTKDQT* qp vjg dcncpeg qh vjg pqvgu )fkxkfgf kp jcnh hqt gcej uycr eqwpvgtrctv{*/ Vjg{ yknn tgegkxg c hkzgf.tcvg qh kpvgtguv qp vjg ucog pqvkqpcn/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!21 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Yg dgnkgxg vjcv crrtqrtkcvg fqypitcfg0tgrncegogpv ncpiwcig yknn okvkicvg gzrquwtg vq vjg uycr eqwpvgtrctvkgu/ Vjg ugpkqt uycru ctg gzrgevgf vq dg kp nkpg ykvj qwt 3123 eqwpvgtrctv{ etkvgtkc/ Eqnncvgtcn Fguetkrvkqp Vjg eqpvtcevu ctg hkpcpekcn ngcugu- pqv qrgtcvkpi ngcugu/ Gxgp kh c nguugg gpvgtu kpvq qvjgt v{rgu qh ugtxkegu- uwej cu cp gzvgpukqp qh vjg ocpwhcevwtgt(u iwctcpvgg- Etgfkrct ku pqv c rctv{ vq vjgug citggogpvu/ Vjgtghqtg- kh vjg nguuqt fghcwnvu qt hcknu vq rgthqto- vjg nguuggu fq pqv jcxg vjg tkijv qh ugv.qhh qh qdnkicvkqpu ykvj vjg nguuqt/ Cnn vjg ugewtkvk gf ngcukpi eqpvtcevu rc{ c hkzgf tcvg qh kpvgtguv- ykvj eqpuvcpv kpuvcnnogpvu/ Cnn qh vjg eqpvtcevu kpenwfg c rwtejcug qrvkqp cv ocvwtkv{- yjgtg vjg dqttqygt ecp dw{ vjg xgjkeng cv rtgfghkpgf rtkeg/ Vyq v{rgu qh eqpvtcevu yknn dg ugewtkvk gf< Ngcukpi hqt kpfkxkfwcn wug )nqecvkqp cxge qrvkqp f(cejcv*= cpf Ngcukpi hqt rtqhguukqpcn wug )etëfkv dckn*/ Vcdng 2 Rtgnkokpct{ Rqqn Dtgcmfqyp Ygkijvgf.cxgtcig tgockpkpi vgto )oqpvju* 43/; Ygkijvgf.cxgtcig ugcuqpkpi )oqpvju* 28/5 Tgegkxcdng v{rg )&* Ngcug tgegkxcdng 78/;6 Tgukfwcn xcnwg tgegkxcdng 41/24 Tgukfwcn xcnwg v{rg )&* Dkrctvkvg eqpvtcevu 71/1 Vtkrctvkvg eqpvtcevu 51/1 Ewuvqogt v{rg )&* Rtkxcvg 5;/5 Eqoogtekcn 61/7 Xgjkeng ocmg )&* Rgwigqv 67/4 Ekvtqíp 54/8 Pqvg< Rqtvhqnkq uvtcvkhkecvkqpu oc{ ejcpig vjtqwij tgrngpkujogpv/ Ceeqtfkpi vq vjg vtcpucevkqp fqewogpvu- vjg tgegkxcdngu owuv dg kp nkpg ykvj egtvckp etkvgtkc vq dg gnkikdng hqt kpenwukqp kpvq vjg rqqn/ Vjg hqnnqykpi ku c pqp.gzjcwuvkxg nkuv qh vjgug etkvgtkc- cu rgt vjg vtcpucevkqp fqewogpvu< Cnn tgegkxcdngu owuv jcxg dggp qtkikpcvgf ykvjkp vjg ueqrg qh vjg ugnngt(u qtfkpct{ etgfkv cevkxkv{ cpf ceeqtfkpi vq kvu pqtocn rtqegfwtgu/ Cnn tgegkxcdngu owuv eqpuvkvwvg ngicn- xcnkf- cpf gphqtegcdng eqpvtcevwcn qdnkicvkqpu qp vjg tgngxcpv fgdvqt/ Vjg xgjkeng owuv dg pgy qp vjg fcvg yjgp vjg eqpvtcev ku gpvgtgf kpvq/ Cnn tgegkxcdngu jcxg vq dg rc{cdng kp gwtqu/ Gcej nguugg owuv dg c tgukfgpv0tgikuvgtgf kp Htcpeg/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!22 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Gcej nguugg owuv jcxg rckf cv ngcuv qpg kpuvcnnogpv/ Pq tgegkxcdng oc{ dg ocvgtkcnn{ fgnkpswgpv qt fghcwnvgf/ Cnn eqpvtcevu owuv pqv jcxg cp qtkikpcn ocvwtkv{ itgcvgt vjcp 83 oqpvju/ Vjg qdnkiqt owuv pqv dg cp gornq{gg qh Etgfkrct qt qh Itqwr Rgwigqv Ekvtq$p/ Vjg ciitgicvg ujctg qh vjg tgukfwcn xcnwg yknn tgrtgugpv nguu vjcp 46& qh vjg ciitgicvg qwvuvcpfkpi rtkpekrcn fkueqwpvgf dcncpegu/ Cv enqukpi- vjg rqtvhqnkq(u ygkijvgf.cxgtcig kpvgtguv tcvg ku gzrgevgf vq dg 21/4&/ Vjku cxgtcig {kgnf oc{ ejcpig fwtkpi vjg tgxqnxkpi rgtkqf- uwdlgev vq cp gnkikdknkv{ etkvgtkc wpfgt vjg vtcpucevkqp fqewogpvu- yjkej gpuwtgu vjcv vjg okpkowo tcvg qh vjg eqpvtcevu owuv tgockp cdqxg ;/6&/ Uqog eqpvtcevu kpenwfg c urqpuqtgf rwtejcug qrvkqp yjgtg vjg qdnkiqt ecp rwtejcug vjg xgjkeng fwtkpi c egtvckp rgtkqf cv c rtkeg dgnqy vjg tgukfwcn xcnwg qh vjg eqpvtcev/ Yg jcxg uk gf vjg ghhgev qh gzgtekukpi vjg urqpuqtgf rwtejcug qrvkqp kp qwt ecuj hnqy cpcn{uku/ Qwt ecuj hnqy cpcn{uku kpeqtrqtcvgu c fgetgcug kp vjg tcvg qh vjg eqpvtcev vq ceeqwpv hqt vjg rtkpekrcn nquu yjgp vjg qrvkqp ku gzgtekugf/ Etgfkv Cpcn{uku Qwt cpcn{uku kpenwfgu cp cuuguuogpv qh vjg etgfkv tkum kpjgtgpv kp vjg vtcpucevkqp wpfgt xctkqwu uvtguu uegpctkqu/ Yg jcxg eqpfwevgf qwt etgfkv cpcn{uku d{ crrn{kpi qwt tcvkpi ogvjqfqnqi{ hqt cpcn{ kpi Gwtqrgcp eqpuwogt hkpcpeg vtcpucevkqpu )ugg #Gwtqrgcp Eqpuwogt Hkpcpeg Etkvgtkc-# rwdnkujgf qp Octej 21-3111*/ Vjg qtkikpcvqt jcu rtqxkfgf swctvgtn{ uvcvke oqpgvct{ itquu nquu cpf tgeqxgt{ fcvc vq S2 3123 htqo S2 3115/ Vjg itquu nquu fcvc ujqyu qwvuvcpfkpi coqwpvu ykvj tgurgev vq fghcwnvgf eqpvtcevu cu c rgtegpvcig qh vjg vqvcn qtkikpcvgf coqwpv kp vjcv qtkikpcvkqp eqjqtv/ Tgeqxgt{ fcvc ujqy vjg uwo qh cnn coqwpvu- kpenwfkpi xgjkeng tgoctmgvkpi rtqeggfu- chvgt vjg tgeqipkvkqp qh vjg itquu nquu/ Vjg qtkikpcvqt jcu rtqxkfgf cnn qh vjg fcvc hqt fkhhgtgpv uwdrqtvhqnkqu/ Fwg vq vjg xqncvknkv{ cpf tgncvkxgn{ nqy xqnwogu qh egtvckp uwdrqtvhqnkqu- yg eqodkpgf vjg uwdrqtvhqnkqu kp qwt cpcn{uku/ Vjg qtkikpcvqt jcu rtqxkfgf fcvc ujqykpi vjg jkuvqtkecn dtgcmfqyp qh vjg rqqn dgvyggp gcej uwdrqtvhqnkq- ujqykpi nqy xqncvknkv{ qxgt vkog/ Fghcwnv tkum Wpfgt vjg vtcpucevkqp fqewogpvu- c nqcp ykvj oqtg vjcp hkxg wprckf kpuvcnnogpvu yqwnf dg eqpukfgtgf vq jcxg fghcwnvgf= vjku fghkpkvkqp ku eqpukuvgpv ykvj vjcv qh vjg ugtxkegt/ Yg jcxg cuuwogf c 6& ewowncvkxg fghcwnv tcvg dcug.ecug/ Vjku cuuworvkqp vcmgu kpvq ceeqwpv vjg ewttgpv ocetqgeqpqoke gpxktqpogpv- xqncvkng nqcp rgthqtocpeg fwtkpi vjg tgegpv geqpqoke fqypvwtp- vjg htgswgpe{ cpf fgrvj qh vjg fcvc rtqxkfgf- cpf vjg hcev vjcv {qwpigt eqjqtvu vgpf vq gzjkdkv dgvvgt rgthqtocpeg vjcp cxgtcig/ Ejctv 3 ujqyu swctvgtn{ ewowncvkxg itquu nquu eqjqtvu vq S2 3123 htqo S2 3115/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!23 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Ejctv 3 Tgeqxgtkgu Kh Etgfkrct ku uqnf- vjg rwtejcugt oc{ pqv rcuu vjg ucngu rtqeggfu vq vjg HEV/ Vjgtghqtg- kh vjg dqttqygt fghcwnvu- yg jcxg fgtkxgf fkhhgtgpv cuuworvkqpu qp tgeqxgtkgu htqo vjg ucng qh vjg tgrquuguugf xgjkengu kp vjg vtcpucevkqp vq tghngev yjgvjgt fghcwnvu yqwnf ctkug dghqtg qt chvgt c pgy rwtejcugt uvgru kp/ Yg jcxg cuuwogf c 44& ewowncvkxg tgeqxgt{ tcvg dcug.ecug/ Vjku cuuworvkqp vcmgu kpvq ceeqwpv vjg ewttgpv ocetqgeqpqoke gpxktqpogpv cpf vjg hcev vjcv {qwpigt eqjqtvu vgpf vq gzjkdkv dgvvgt rgthqtocpeg vjcp cxgtcig/ Yg jcxg cuuwogf vjcv tgeqxgtkgu yqwnf dg tgegkxgf nkpgctn{ qxgt 35 oqpvju htqo vjg fcvg qh fghcwnv/ Ejctv 4 ujqyu swctvgtn{ ewowncvkxg tgeqxgt{ eqjqtvu vq S2 3123 htqo S2 3115/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!24 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Ejctv 4 Tgukfwcn xcnwg Yg jcxg ikxgp nkokvgf etgfkv vq xgjkeng ucngu rtqeggfu kp qwt cpcn{uku dgecwug- kh Etgfkrct dgeqogu kpuqnxgpv- vjg rwtejcugt qh ngcukpi yqwnf pqv dg ngicnn{ dqwpf vq rcuu rtqeggfu qh vjg xgjkeng ucngu vq vjg kuuwgt/ Jqygxgt- ukpeg enkgpvu ecp gzgtekug vjgkt qrvkqp vq rwtejcug vjg xgjkeng qt- kp vjg ecug qh vtkrctvkvg eqpvtcevu- enkgpvu ecp cffkvkqpcnn{ tgswguv vjg xgjkeng fgcngt vq rwtejcug vjg xgjkeng- yg jcxg cuuwogf uqog tgeqxgtkgu qp vjg eqpvtcevu cv ocvwtkv{/ Yg jcxg cuuwogf 21& tgeqxgtkgu qh rgthqtokpi eqpvtcevu hqt dkrctvkvg eqpvtcevu cv c (CCC )uh*( tcvkpi ngxgn cv ocvwtkv{/ Yg jcxg cuuwogf 32/8& tgeqxgtkgu qh rgthqtokpi eqpvtcevu hqt vtkrctvkvg eqpvtcevu cv c (CCC )uh*( tcvkpi ngxgn cv ocvwtkv{/ Vjgug eqpvtcevu kpenwfg cp cffkvkqpcn citggogpv ykvj c fgcngt vq rwtejcug vjg xgjkeng/ Yg jcxg dcugf vjku hkiwtg qp vjg cuuworvkqp vjcv qpn{ c okpkocn rgtegpvcig qh kpfgrgpfgpv fgcngtu yqwnf dg cdng vq hwnhknn vjku qdnkicvkqp/ Ngicn Cpcn{uku Vjg qypgtujkr qh vjg xgjkengu ku pqv vtcpuhgttgf vq vjg HEV/ Etgfkrct tgockpu vjg nguuqt wpfgt vjg ngcug citggogpvu/ Vjg ugewtkvk cvkqp qh vjgug citggogpvu tckugu ugxgtcn ngicn kuuwgu< YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!25 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Yjgvjgt vjg tgegkxcdngu ecp dg cuukipgf vq vjg HEV cpf yjgvjgt vjku cuukipogpv yknn dg ghhgevkxg kp vjg gxgpv qh vjg tgegkxgtujkr )Rtqeëfwtg Eqnngevkxg* qh Etgfkrct= Yjgvjgt vjg eqpvtcevu yknn eqpvkpwg kh Etgfkrct dgeqogu kpuqnxgpv= cpf Yjcv dgpghkv ecp dg ikxgp vq vjg ucngu rtqeggfu qh vjg xgjkeng kh c nguugg fghcwnvu- qt fqgu pqv gzgtekug vjg rwtejcug qrvkqp/ Cuukipogpv qh vjg tgegkxcdngu kh Etgfkrct iqgu kpvq tgegkxgtujkr Vjg vtcpucevkqp yqwnf dg uvtwevwtgf ctqwpf c HEV/ Ceeqtfkpin{- vjg ucng qh hwvwtg tgegkxcdngu cpf vjg eqpvkpwcvkqp qh vjg cwvq ngcug eqpvtcevu yknn dgpghkv htqo urgekhke twngu kpvtqfwegf kp vjg Htgpej oqpgvct{ cpf hkpcpekcn eqfg- kh kpuqnxgpe{ rtqeggfkpiu ctg qrgpgf cickpuv Etgfkrct/ Vjg ngicn eqwpugnqt qh Etgfkrct jcu cfxkugf vjcv vjg fgnkxgt{ qh c vtcpuhgt fqewogpv ecp ghhgev cp cuukipogpv qh tgegkxcdngu vq cp HEV- gxgp kh vjg tgegkxcdngu ctg hwvwtg tgegkxcdngu/ Yjcvgxgt vjg pcvwtg qh vjg cuukipgf tgegkxcdngu- kv ku uvknn guugpvkcn vq dg cdng vq kfgpvkh{ cpf kpfkxkfwcnk g vjgo/ Vjg ngicn ogoq jcu eqphktogf vjcv vjg tgegkxcdngu kp vjg vtcpucevkqp ctg pqv qh c v{rg vjcv yqwnf rtgxgpv vjgo htqo dgkpi vjg uwdlgev qh uwej cp kfgpvkhkecvkqp cpf kpfkxkfwcnk cvkqp/ Kp rctvkewnct- vjg hcev vjcv vjg xgjkeng rwtejcugt oc{ pqv dg mpqyp cv vjg vkog qh vjg cuukipogpv fqgu pqv kp kvugnh rtgenwfg c xcnkf cuukipogpv vq vjg HEV/ Eqpvkpwcvkqp qh vjg eqpvtcevu Kh vjg nguuqt dgeqogu dcpmtwrv- yg wpfgtuvcpf vjcv vjg nguuggu yqwnf dg gpvkvngf vq cum vjg kpuqnxgpe{ cfokpkuvtcvqt kh kv kpvgpfu vq eqpvkpwg vjg eqpvtcevu )#okug gp fgogwtg#*/ Wrqp tgegkrv qh uwej c tgswguv- vjg kpuqnxgpe{ cfokpkuvtcvqt oc{ fgekfg pqv vq eqpvkpwg vjg tgngxcpv ngcugu cpf owuv kphqto vjg nguuggu ykvjkp qpg oqpvj qh tgegkxkpi vjg tgswguv/ Jqygxgt- nguuggu ctg wpnkmgn{ vq ocmg vjku tgswguv- kp qwt qrkpkqp- dgecwug vjg eqpvtcevu ctg rwtgn{ hkpcpekcn- tcvjgt vjcp qrgtcvkpi ngcugu- cpf vjg nguuggu ctg kpfkxkfwcnu qt rtqhguukqpcnu/ Vjg ngicn ogoq eqpenwfgu vjcv vjg kpuqnxgpe{ cfokpkuvtcvqt yqwnf pqv dg gpvkvngf vq vgtokpcvg vjg eqpvtcevu kh vjg nguuggu fq pqv ocmg uwej c tgswguv/ Hkpcpekcn kpegpvkxgu rtgugpv kp vjg vtcpucevkqp- yjkej gpeqwtcig vjg nkswkfcvqt vq tghtckp htqo vgtokpcvkpi ngcukpi citggogpvu fwtkpi kpuqnxgpe{ rtqeggfkpiu- uwrrngogpv vjg ngicn cpcn{uku/ Kp rctvkewnct- vjg kpenwukqp qh c rgthqtocpeg hgg )gswcn vq 2/6& qh vjg ugewtkvk gf dcncpeg qh vjg cuugvu* yqwnf qpn{ dg rc{cdng d{ vjg HEV vq Etgfkrct qt kvu dcpmtwrve{ guvcvg kh vjg ngcug citggogpv eqpvkpwgu wpvkn kvu ocvwtkv{- qt vgtokpcvgu gctn{ dgecwug qh c nguugg fghcwnv/ Vjg ngcugu fq pqv eqookv Etgfkrct qt kvu cfokpkuvtcvqt vq ocmg cp{ rc{ogpvu cpf- kh vjg eqpvtcevu eqpvkpwg- vjg{ yqwnf eqpvkpwg vq tgegkxg vjg ugtxkekpi hgg cpf vjg gzeguu urtgcf vjcv vjg kuuwgt tgvwtpgf vq Etgfkrct/ Cp cfokpkuvtcvqt yqwnf pqv dgpghkv d{ vgtokpcvkpi vjg eqpvtcevu ykvj c xkgy vq tgrquuguukpi vjg xgjkengu dgecwug vjg rtqeggfu qh vjg ucng qh vjg xgjkengu yqwnf jcxg vq dg rcuugf vq vjg kuuwgt/ Kh Etgfkrct(u ngcukpi dwukpguu ku uqnf kp vjg gxgpv qh kvu kpuqnxgpe{- c ukoknct swguvkqp oc{ ctkug yjgvjgt qt pqv vjg rwtejcugt yqwnf tgvckp vjg eqpvtcevu cnqpi ykvj vjg vkvng qh vjg xgjkeng/ Vjg rwtejcugt yqwnf dg dqwpf d{ vjg ngcugu wpfgt #etëfkv dckn#- dwv vjg ncy fqgu pqv cfftguu vjku kuuwg hqt #nqecvkqp cxge qrvkqp f(cejcv# citggogpvu/ Eqpugswgpvn{- yg tgn{ qp hwtvjgt swcnkvcvkxg ctiwogpvu vjcv vjgug eqpvtcevu yqwnf cnuq dg tgrwtejcugf cnqpi ykvj vjg xgjkengu< YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!26 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 C hcktpguu ctiwogpv< Kv yqwnf dg wphckt kh vjg kpfkxkfwcnu ygtg pqv vq dgpghkv htqo vjg ucog ngicn rtqvgevkqp cu vjg rtqhguukqpcnu ykvj tgurgev vq vjg kpxguvogpv vjg{ ocfg kp vjg xgjkeng qpeg vjg{ jcxg rckf uqog tgpvcn rc{ogpvu/ Kp qwt qrkpkqp- vjg eqwtvu yqwnf nkmgn{ vtgcv vjgug eqpvtcevu qp vjg ucog dcuku cu #etëfkv dckn# eqpvtcevu= Cp geqpqoke ctiwogpv< Tgrquuguukpi vjg xgjkengu htqo kpfkxkfwcnu yqwnf dg xgt{ gzrgpukxg/ Ucngu rtqeggfu qh vjg xgjkeng Gxgt{ vkog c nguugg fghcwnvu qt fqgu pqv gzgtekug jku qt jgt rwtejcug qrvkqp- vjg xgjkeng jcu vq dg tgrquuguugf cpf uqnf/ Dgecwug vjg xgjkeng fqgu pqv dgnqpi vq vjg kuuwgt- yg jcxg cuuguugf yjgvjgt cp{ etgfkv eqwnf dg ikxgp vq vjg ucngu rtqeggfu kh Etgfkrct ygtg vq dgeqog kpuqnxgpv/ Etgfkrct(u qdnkicvkqp vq rcuu vjg ucngu rtqeggfu vq vjg HEV yqwnf dkpf kvu kpuqnxgpe{ cfokpkuvtcvqt/ Vjg cfokpkuvtcvqt yqwnf jcxg cp kpegpvkxg vq tgcnk g vjg ucng rtqorvn{- vjtqwij c hgg qp vjg ucng rtkeg/ Wpnkmg Etgfkrct cpf cp{ rqvgpvkcn cfokpkuvtcvqt- vjg rwtejcugt qh vjg ngcukpi eqpvtcevu chvgt c nkswkfcvkqp qt c ucng )#rncp fg eguukqp#* yqwnf pqv dg ngicnn{ dqwpf d{ vjg qdnkicvkqp vq rcuu vjg ucng rtqeggfu qh vjg xgjkeng vq vjg kuuwgt/ Ukpeg vjg tcvkpi qh vjg encuu C pqvgu ku jkijgt vjcp vjg tcvkpi qh Etgfkrct- yg jcxg vjgtghqtg eqpukfgtgf kp qwt ecuj hnqy cpcn{uku vjcv vjg rwtejcugt yqwnf pqv rcuu vjg ucngu rtqeggfu vq vjg HEV/ Cu c tguwnv- yg jcxg cuuwogf vjcv vjg rgthqtocpeg hgg yqwnf kp vwtp dgpghkv vjg HEV/ Ecuj Hnqy Cpcn{uku Yg jcxg vguvgf vjtgg uvtguugf kpvgtguv tcvg uegpctkqu< Tkukpi )wr vq 23&*- hncv )cv 3&*- cpf hcnnkpi )fqyp vq 1&*/ Hwtvjgtoqtg- yg jcxg crrnkgf rtgrc{ogpv uegpctkqu qh wr vq 44& cpf fqyp vq 1/6&= cpf cuuwogf gswcnn{ ygkijvgf fghcwnv rcvvgtpu qxgt vyq {gctu kp qwt ecuj hnqy cpcn{uku/ Yg crrnkgf nquugu htqo vjg tgukfwcn xcnwg tgegkxcdngu ceeqtfkpi vq vjg ocvwtkv{ rtqhkng qh vjgug cuugvu cpf hwtvjgt tgfwegf ecuj hnqyu vq kpeqtrqtcvg rc{ogpvu vq vjg kpuqnxgpe{ cfokpkuvtcvqt vq gpeqwtcig c eqpvkpwcvkqp qh vjg ngcugu/ Qvjgt mg{ gngogpvu qh qwt ecuj hnqy cpcn{uku kpenwfg uvtguugf ugpkqt hggu qh 2/11&/ Ecuj hnqy tguwnvu Qwt cpcn{uku kpfkecvgu vjcv vjg tcvgf encuu qh pqvgu cejkgxgu vkogn{ rc{ogpv qh kpvgtguv cpf wnvkocvg rc{ogpv qh rtkpekrcn wpfgt vjg tgurgevkxg uvtguugf tcvkpi uegpctkq cpf cuuworvkqpu fkuewuugf cdqxg/ Vjg nqy rtgrc{ogpv uegpctkqu jcxg rtqxgp vq dg oqtg uvtguuhwn- oquvn{ dgecwug yg crrnkgf hwtvjgt nquu ugxgtkv{ qp eqpvtcevu vjcv tgcej vjgkt uejgfwngf ocvwtkv{/ Uegpctkq Cpcn{uku Cu rctv qh c dtqcf ugtkgu qh ogcuwtgu vjcv yg cppqwpegf kp 3119 vq gpjcpeg qwt cpcn{vkeu cpf fkuugokpcvkqp qh kphqtocvkqp- yg jcxg eqookvvgf vq rtqxkfg c #yjcv.kh# uegpctkq cpcn{uku kp tcvkpi tgrqtvu vq gzrnckp mg{ tcvkpi cuuworvkqpu cpf vjg rqvgpvkcn korcev qh rqukvkxg qt pgicvkxg gxgpvu qp vjg tcvkpiu )ugg #C Nkuvkpi Qh U'R(u Pgy Cevkqpu Ckogf Cv Uvtgpivjgpkpi Vjg Tcvkpiu Rtqeguu-# rwdnkujgf qp Hgd/ 8-3119*/ Vjku uegpctkq cpcn{uku ugevkqp kpeqtrqtcvgu< YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!27 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 C fguetkrvkqp qh qwt ogvjqfqnqi{ cpf uegpctkq uvtguugu= Tguwnvu qh vjg ghhgevu qh vjg uvtguugu qp tcvkpiu= cpf Tguwnvu qh vjg ghhgevu qh vjg uvtguugu qp qwt ecuj hnqy cpcn{uku/ Ogvjqfqnqi{ Yjgp tcvkpi Gwtqrgcp cwvq cpf eqpuwogt cuugv.dcemgf ugewtkvkgu )CDU* vtcpucevkqpu- yg jcxg fgxgnqrgf c uegpctkq cpcn{uku cpf ugpukvkxkv{ vguvkpi oqfgn htcogyqtm/ Vjku fgoqpuvtcvgu vjg nkmgn{ ghhgev qh uegpctkq uvtguugu qp vjg tcvkpiu kp c vtcpucevkqp qxgt c qpg.{gct qwvnqqm jqtk qp/ Hqt vjku cuugv encuu- yg eqpukfgt uegpctkq uvtguugu qxgt c qpg.{gct jqtk qp vq dg crrtqrtkcvg ikxgp vjg tgncvkxgn{ ujqtv ygkijvgf.cxgtcig nkhg qh vjg cuugvu dcemkpi vjg pqvgu/ Hqt vjgug v{rgu qh ugewtkvkgu vjgtg ctg ocp{ hcevqtu vjcv eqwnf ecwug vjg fqypitcfg cpf fghcwnv qh c tcvgf pqvg- kpenwfkpi cuugv rgthqtocpeg cpf uvtwevwtcn hgcvwtgu/ Jqygxgt- hqt vjg rwtrqugu qh vjku cpcn{uku yg hqewugf qp yjcv yg eqpukfgt vq dg vjg vjtgg hwpfcogpvcn ftkxgtu qh eqnncvgtcn rgthqtocpeg- pcogn{< Itquu nquu tcvg= Tgeqxgt{ tcvg= cpf Rtgrc{ogpv tcvg/ Ikxgp ewttgpv geqpqoke eqpfkvkqpu- vjg uvtguu uegpctkqu rtqrqugf tghngev pgicvkxg gxgpvu hqt gcej qh vjgug xctkcdngu/ Kpetgcugu kp itquu fghcwnv tcvgu eqwnf ctkug htqo c pwodgt qh hcevqtu- kpenwfkpi tkugu kp wpgornq{ogpv cpf eqorcp{ kpuqnxgpekgu- vqigvjgt ykvj hcnnu kp xgjkeng rtkegu cpf c tgfwevkqp kp vjg cxckncdknkv{ qh etgfkv/ Kp cffkvkqp- vjgug ghhgevu yqwnf oquv nkmgn{ ecwug eqnncvgtcn tgeqxgt{ tcvgu vq hcnn cu vjg uvtwevwtcn kodcncpeg dgvyggp uwrrn{ cpf fgocpf ngcfu vq tgfwevkqpu kp cuugv rtkegu/ Kp vjku gpxktqpogpv- yg cnuq gzrgev rtgrc{ogpv tcvgu vq hcnn cu hgygt tghkpcpekpi qrvkqpu ngcxg qdnkiqtu wpcdng vq rtgrc{ hkpcpeg citggogpvu cpf fgocpf hqt tgrncegogpv xgjkengu hcnnu/ Hqt vjku cpcn{uku yg jcxg kpenwfgf vyq uvtguu uegpctkqu vq fgoqpuvtcvg vjg tcvkpi vtcpukvkqp qh c dqpf )ugg vcdng 6*/ Vcdng 6 Uegpctkq Uvtguugu Tcvkpi xctkcdng Uegpctkq 2 )tgncvkxg uvtguu vq dcug.ecug* Uegpctkq 3 )tgncvkxg uvtguu vq dcug.ecug* Itquu nquu tcvg )&* 41/1 61/1 Tgeqxgt{ tcvg )&* )41/1* )61/1* Eqpuvcpv rtgrc{ogpv tcvg )&* )31/1* )44/4* Kv ku yqtvj pqvkpi vjcv qwt dcug.ecug cuuworvkqpu hqt gcej vtcpucevkqp ctg kpvgpfgf vq dg dguv guvkocvgu qh hwvwtg rgthqtocpeg hqt vjg cuugv rqtvhqnkq/ Qwt crrtqcej kp fgvgtokpkpi vjgug dcug.ecugu yqwnf vcmg ceeqwpv qh jkuvqtkecnn{ qdugtxgf rgthqtocpeg cpf cp gzrgevcvkqp qh rqvgpvkcn ejcpigu kp vjgug xctkcdngu qxgt vjg nkhg qh vjg vtcpucevkqp/ Vjg ugpukvkxkv{ qh tcvgf dqpfu kp gcej vtcpucevkqp yknn fkhhgt fgrgpfkpi qp vjgug hcevqtu- kp cffkvkqp vq uvtwevwtcn hgcvwtgu qh vjg vtcpucevkqp- kpenwfkpi kvu tgnkcpeg qp gzeguu urtgcf- rc{ogpv ycvgthcnnu- cpf ngxgnu qh etgfkv gpjcpegogpv cv enqukpi/ Hqt gcej rtqrqugf uegpctkq uvtguu- yg ugrctcvg vjg crrnkgf ogvjqfqnqi{ kpvq vjtgg fkuvkpev uvcigu/ Kp vjg hktuv uvcigyg uvtguu qwt gzrgevgf dcug.ecug cuuworvkqpu qxgt c qpg.{gct rgtkqf vq tgrnkecvg fgxkcvkqpu cyc{ htqo qwt gzrgevgf rgthqtocpeg qxgt vjg uvtguu jqtk qp/ Yg cuuwog vjg uvtguugu vjcv yg crrn{ qeewt cv enqukpi- ykvj itquu nquugu crrnkgf dcugf qp qwt gzrgevcvkqp qh c ewowncvkxg fghcwnv ewtxg hqt vjg rqtvhqnkq/ YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!28 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 Vjg ugeqpf uvcig crrnkgu qwt wuwcn tcvkpi ogvjqfqnqi{- kpenwfkpi tgxkukpi qwt dcug.ecug cuuworvkqpu cv vjg qpg.{gct jqtk qp vq tghngev vjg cuuwogf fgxkcvkqpu cu c tguwnv qh vjg uvtguugf gpxktqpogpv/ Kp vjg hkpcn uvcig qh vjg cpcn{uku yg tg.tcvg vjg vtcpucevkqp cv vjg qpg.{gct jqtk qp- chvgt tgxkukpi qwt dcug.ecug cuuworvkqpu cpf crrn{kpi qwt uvcpfctf etgfkv cpf ecuj hnqy uvtguugu cv gcej tcvkpi ngxgn/ Vjg qwvrwv qh vjg cpcn{uku ujqyu vjg nkmgn{ tcvkpi vtcpukvkqp qh vjg tcvgf pqvgu ikxgp vjg crrnkgf uvtguugu cpf vjg xcnwg cpf vkokpi qh cp{ hqtgecuvgf rtkpekrcn cpf kpvgtguv ujqtvhcnnu wpfgt vjg oquv uvtguuhwn uegpctkq/ Uegpctkq uvtguu cpf ugpukvkxkv{ cpcn{uku Yjgp crrn{kpi uegpctkq uvtguugu kp vjg ocppgt fguetkdgf cdqxg- vjg tguwnvu qh vjku oqfgnkpi ctg kpvgpfgf vq dg c ukowncvkqp qh yjcv eqwnf jcrrgp vq vjg tcvkpiu qp vjg pqvgu hqt vjg ikxgp vtcpucevkqp/ Hqt vjg rwtrqugu qh qwt cpcn{uku hqt vjku vtcpucevkqp- yg crrnkgf vjg vyq uegpctkqu fguetkdgf cdqxg kp qwt ecuj hnqy cpcn{uku/ Vjg kornkgf dcug.ecug uvtguugu cpf uegpctkq uvtguu tguwnvu ctg ujqyp kp vcdngu 7 vq 9/ Vcdng 7 Uegpctkq Uvtguugu Uvtguu jqtk qp..23 oqpvju Tcvkpi xctkcdng Dcug.ecug Uegpctkq 2 Uegpctkq 3 Ygkijvgf.cxgtcig itquu nquu tcvg )&* 6/1& 7/6& 8/6& Tgeqxgt{ tcvg )&* 44/1& 34/2& 27/6& Eqpuvcpv rtgrc{ogpv tcvg )&* 27/1& 23/9& 21/8& Vcdng 8 Uegpctkq Uvtguu Cpcn{uku Tcvkpi Vtcpukvkqp Tguwnvu Uegpctkq uvtguu Encuu Kpkvkcn tcvkpi Uegpctkq uvtguu tcvkpi Uegpctkq 2 C CCC )uh* CCC )uh* Uegpctkq 3 C CCC )uh* CC, )uh* Vcdng 9 Ecuj Hnqy Korcev Encuu C Rtkpekrcn ujqtvhcnn Kpvgtguv ujqtvhcnn Uegpctkq uvtguu Yqtuv ecug twp Coqwpv ) * Gzrgevgf nquu cu c & qh vjg vtcpucevkqp uk g Oqpvj Coqwpv ) * Oqpvj Uegpctkq 2 P0C 1 1 P0C 1 P0C Uegpctkq 3 P0C..Pqv crrnkecdng/ GWTKDQT..Gwtq Kpvgtdcpm Qhhgtgf Tcvg/ Nqy eqpfkvkqpcn rtgrc{ogpv tcvg- GWTKDQT wr 24/; 2/4; 6; 264m 6; Ikxgp vjg uvtwevwtg qh vjg vtcpucevkqp- vjg oqtg uvtguuhwn uegpctkq hqt qwt ecuj hnqy cpcn{uku ku c nqy eqnncvgtcn rtgrc{ogpv tcvg ykvj c nqy kpvgtguv tcvg gpxktqpogpv/ Ikxgp vjg uvtguugu yg jcxg crrnkgf wpfgt uegpctkq 2- vjg encuu C pqvgu yqwnf oquv nkmgn{ tgvckp vjgkt (CCC )uh*( tcvkpi/ Wpfgt uegpctkq 3- yg yqwnf oquv nkmgn{ nqygt qwt tcvkpiu qp vjg encuu C pqvgu d{ qpg pqvej vq (CC, )uh*(/ Vjg uvcdknkv{ qh vjg tcvkpi qp vjg encuu C pqvgu ku kphnwgpegf d{ vjg uk g qh vjg wptcvgf uwdqtfkpcvg vtcpejgu- vjg hcev vjcv vjg nkswkfkv{ tgugtxg yknn dg cxckncdng cv ngicn hkpcn ocvwtkv{ vq ewtg nquugu- cu YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!29 ;99351!~!411;61;52
Rtgucng<!CWVQ!CDU!HEV!EQORCTVKOGPV!3123.2 ygnn cu vjg nctig coqwpvu qh gzeguu urtgcf vjcv ctg cxckncdng vq ewtg nquugu/ Oqpkvqtkpi Cpf Uwtxgknncpeg Yg yknn cuuguu vjg hqnnqykpi- coqpi qvjgt tkum hcevqtu- cu rctv qh vjg qpiqkpi uwtxgknncpeg qh vjku vtcpucevkqp< Vjg rgthqtocpeg qh vjg wpfgtn{kpi rqtvhqnkq= Vjg uwrrqtvkpi tcvkpiu kp vjg vtcpucevkqp= cpf Vjg ugtxkegt(u qrgtcvkqpu cpf kvu cdknkv{ vq ockpvckp okpkowo ugtxkekpi uvcpfctfu/ Uvcpfctf ' Rqqt(u 28i.8 Fkuenquwtg Tgrqtv UGE Twng 28i.8 tgswktgu cp PTUTQ- hqt cp{ tgrqtv ceeqorcp{kpi c etgfkv tcvkpi tgncvkpi vq cp cuugv.dcemgf ugewtkv{ cu fghkpgf kp vjg Twng- vq kpenwfg c fguetkrvkqp qh vjg tgrtgugpvcvkqpu- ycttcpvkgu cpf gphqtegogpv ogejcpkuou cxckncdng vq kpxguvqtu cpf c fguetkrvkqp qh jqy vjg{ fkhhgt htqo vjg tgrtgugpvcvkqpu- ycttcpvkgu cpf gphqtegogpv ogejcpkuou kp kuuwcpegu qh ukoknct ugewtkvkgu/ Vjg Twng crrnkgu vq kp.ueqrg ugewtkvkgu kpkvkcnn{ tcvgf )kpenwfkpi rtgnkokpct{ tcvkpiu* qp qt chvgt Ugrv/ 37-3122/ Kh crrnkecdng- vjg Uvcpfctf ' Rqqt(u 28i.8 Fkuenquwtg Tgrqtv kpenwfgf kp vjku etgfkv tcvkpi tgrqtv ku cxckncdng cv jvvr<00uvcpfctfcpfrqqtufkuenquwtg.28i8/eqo02222827/rfh/ Tgncvgf Etkvgtkc Cpf Tgugctej Eqwpvgtrctv{ Tkum Htcogyqtm Ogvjqfqnqi{ Cpf Cuuworvkqpu- Oc{ 42-3123 Inqdcn Kpxguvogpv Etkvgtkc Hqt Vgorqtct{ Kpxguvogpvu Kp Vtcpucevkqp Ceeqwpvu- Oc{ 42-3123 Geqpqoke Tgugctej< Pq Hcuv Ncpg Qwv Qh Gwtqrg(u Tgeguukqp- Crtkn 5-3123 Gwtqrgcp Uvtwevwtgf Hkpcpeg Uegpctkq Cpf Ugpukvkxkv{ Cpcn{uku< Vjg Ghhgevu Qh Vjg Vqr Hkxg Ocetqgeqpqoke Hcevqtu- Octej 25-3123 Inqdcn Uvtwevwtgf Hkpcpeg Uegpctkq Cpf Ugpukvkxkv{ Cpcn{uku< Vjg Ghhgevu Qh Vjg Vqr Hkxg Ocetqgeqpqoke Hcevqtu- Pqx/ 5-3122 Rtkpekrngu Qh Etgfkv Tcvkpiu- Hgd/ 27-3122 Ogvjqfqnqi{< Etgfkv Uvcdknkv{ Etkvgtkc- Oc{ 21-3121 Uegpctkq Cpcn{uku< Itquu Fghcwnv Tcvgu Cpf Gzeguu Urtgcf Jqnf Vjg Cpuygt Vq Hwvwtg Gwtqrgcp Cwvq CDU Rgthqtocpeg- Oc{ 23-311; Gwtqrgcp Ngicn Etkvgtkc Hqt Uvtwevwtgf Hkpcpeg Vtcpucevkqpu- Cwi/ 39-3119 C Nkuvkpi Qh U'R(u Pgy Cevkqpu Ckogf Cv Uvtgpivjgpkpi Vjg Tcvkpiu Rtqeguu- Hgd/ 8-3119 Gwtqrgcp Eqpuwogt Hkpcpeg Etkvgtkc- Octej 4-3111 Gwtqrgcp Cwvq CDU Kpfgz Tgrqtv- rwdnkujgf swctvgtn{ Cffkvkqpcn Eqpvcev< Uvtwevwtgf Hkpcpeg Gwtqrg= UvtwevwtgfHkpcpegGwtqrgBuvcpfctfcpfrqqtu/eqo YYY/UVCPFCTFCPFRQQTU/EQO0TCVKPIUFKTGEV LWN[!27-!3123!!!2; ;99351!~!411;61;52
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MANAGEMENT COMPANY France Titrisation 41, avenue de l Opéra 75002 Paris France CUSTODIAN Banque PSA Finance 75, avenue de la Grande Armée 75116 Paris France Deutsche Bank AG, London Branch Winchester House - 1 Great Winchester London EC2N 2DB, United Kingdom SELLER Crédipar 12 Avenue Andre Malraux 92300 Levallois Perret France INTEREST RATE SWAP COUNTERPARTIES PAYING AGENT CACEIS Corporate Trust 91-93, Boulevard Pasteur 75015 Paris France JOINT ARRANGERS Natixis, London Branch Cannon Bridge House - 25 Dowgate Hill London EC4R 2YA, United Kingdom Deutsche Bank AG, London Branch Winchester House - 1 Great WinchesterLondon EC2N 2DB United Kingdom Natixis 30, avenue Pierre Mendès-France 75013 Paris France JOINT LEAD MANAGERS Deutsche Bank AG, London Branch Winchester House - 1 Great WinchesterLondon EC2N 2DB United Kingdom Natixis 30, avenue Pierre Mendès-France 75013 Paris France Fitch France S.A. 60, rue de Monceau 75008 Paris France RATING AGENCIES STATUTORY AUDITOR Deloitte 185, avenue Charles-de-Gaulle 92524 Neuilly-sur-Seine Cedex France LEGAL ADVISERS Freshfields Bruckhaus Deringer 2 rue Paul Cézanne 75008 Paris France S&P 21-25, rue Balzac 75008 Paris France