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General

FCE Bank plc was incorporated in England and Wales under the Companies Act 1948 in

September 1963 with number 772784 as a private limited company. It re-registered as a public limited company in May 1991. FCE Bank plc has operated under that name since June 1998.

FCE is an indirect wholly owned subsidiary of Ford Motor Company, or "Ford", a company incorporated under the laws of the State of Delaware, United States of America. FCE is authorised as a deposit taking business and an insurance intermediary under the Financial Services and Markets Act 2000, as amended, or the "FSMA", and is regulated by the Financial Conduct Authority, or the "FCA", and the Prudential Regulation Authority, or the "PRA". It also holds a standard license under the Consumer Credit Act 1974 in the UK and other licenses to conduct financing business in other European locations. FCE has obtained passports from the PRA pursuant to the Banking Consolidation Directive entitling it to operate on a branch basis in all member states of the European Union.

FCE provides a variety of retail, leasing and wholesale finance plans in the markets in which it operates. Retail financing is provided predominantly through a number of title retention plans, including conditional sale, hire-purchase and instalment sale credit loans. Operating and finance leases are provided to corporate and other institutional customers, covering single vehicles as well as large and small fleets. In most markets, operating leases are provided by business partners to whom FCE has outsourced certain functions whilst retaining responsibility for marketing and sales in return for fee income. FCE provides a variety of vehicle wholesale plans to dealers and, in addition, loans for working capital and property acquisitions.

FCE will be the servicer of the receivables for the issuer. FCE will be responsible for all servicing functions except that the principal paying agent will be responsible for making payments to the noteholders based on information and calculations provided by the servicer and cash manager. FCE will be responsible for paying the costs of forming the issuer, legal fees of certain transaction parties, rating agency fees for rating the notes and other transaction costs.

Securitisation Experience

FCE has been securitising its assets since 1997. FCE's securitisation programmes are diversified among asset classes and markets. FCE securitises retail loan receivables, retail lease receivables and dealer floorplan receivables using the Globaldrive brand. FCE participates in the securitisation

FCE has been active in the German securitisation market and has issued notes backed by its German retail auto loan receivables and lease receivables in 19 securitisation transactions. 14 of these securitisations were public offerings, most recently in November 2012.

FCE Bank plc's German Retail Automotive Finance Business

General. FCE Germany has offices in Cologne, Munich and Hamburg. All of FCE Germany's origination operations are conducted at its office in Cologne, Germany that also houses its customer service centre for servicing its retail financing portfolio including Jaguar, Land Rover and Mazda brands in respect of contracts originated prior to the end of March 2009.

FCE Germany offers financing and leasing products to consumer and commercial retail borrowers and major daily rental companies as well as Ford dealers. FCE Germany also mediates certain insurance products for retail borrowers. The receivables being securitised were originated by FCE Germany primarily through Ford dealers in Germany in the ordinary course of FCE Germany's business.

For more information on the pool of receivables, you should read "Receivables — Composition of the Receivables".

Origination and Underwriting

General. FCE Germany finances new, ex-demonstration and used cars and light commercial vehicles. New vehicles have not been registered with the relevant motor vehicle authority and have only minimal mileage related to transportation of the vehicle to the dealer. Ex-demonstration vehicles have either been registered by the dealers for use as showroom demonstration vehicles, or are vehicles registered in the name of the dealer to provide customers the opportunity to purchase a vehicle with low mileage (up to 20,000 kilometres) at a lower purchase price than a comparable new vehicle. These vehicles may qualify for marketing incentives for new vehicles. Used vehicles consist of vehicles that have been previously registered and are not subject to maximum mileage.

FCE Germany provides financing to retail borrowers through amortising, standard balloon and TCM contracts entered between FCE Germany, and an eligible borrower. FCE Germany finances the vehicle purchase price (which includes value added tax, the transportation fee and the extended warranty payment, if any) less any down-payment (which may consist of a cash deposit and/or any allowance from a part-exchange vehicle) plus the administration fee, if any, and the premium related to payment protection insurance, if any. FCE Germany discontinued the practice of charging

administration fees on new loans approved after 1 February 2012.

Origination. When a borrower purchases a vehicle from a dealer, the borrower and the dealer negotiate the purchase price of the vehicle and the acquisition of any insurance, warranty or other products. The borrower and the dealer also negotiate whether the loan will be a standard amortising or balloon loan, the loan amount, term, payment terms and interest rate to be charged on the loan agreement. Each borrower will complete and sign a credit information form and in the case of

individual consumers (including sole traders), a consent form authorising the information to be sent to a credit bureau. Dealers typically submit borrower information combined with proposed loan terms electronically to FCE Germany. If the proposed borrower and the terms are accepted, the dealer will inform the borrower and complete a loan application for the borrower to sign. The dealer will submit the loan application to FCE Germany. FCE Germany reviews it to verify the accuracy of the accepted loan terms. If the loan application contains a material error it is returned to the dealer for correction and a new loan application is completed.

Dealer Insolvency. In the event of a dealer insolvency at the time of origination of a TCM contract, FCE Germany offers the customer the option to withdraw his loan application before the contract is originated. If the customer decides to enter into a loan contract, the customer will be asked to sign a confirmation letter to acknowledge the possible non-enforceability of the put option against the insolvent dealer. As the dealers are German entities, German insolvency law would apply in the event of a dealer's insolvency, meaning that the dealer's obligation to make payment of the buy-back amount under the put option may not be enforceable against the insolvency administrator of such dealer.

If a dealer becomes insolvent at any time after having entered into a buy-back agreement with a borrower, this is entirely at the borrower's risk and the borrower will remain liable for the full amount of the balloon payment regardless of whether the dealer buys back the financed vehicle.

Underwriting. FCE Germany's lending decisions are made independently of Ford and Ford cannot require FCE Germany to underwrite loan agreements that do not satisfy FCE Germany's underwriting standards. The way in which a borrower's credit standing is examined by FCE Germany depends on the borrower's legal status as either an individual consumer (including sole traders) or a commercial borrower, the amount financed and the total amount and the number of vehicles the borrower has already financed with FCE Germany. FCE Germany's underwriting standards emphasise the borrower's ability to pay and creditworthiness. The creditworthiness of any guarantor is also considered. FCE Germany determines the creditworthiness of the borrower using proprietary scoring models that consider borrower characteristics, loan characteristics and credit bureau data. For individual consumers (including sole traders) FCE Germany generally obtains data on the applicant from a credit reference bureau, SCHUFA Holding AG ("SCHUFA"). The credit bureau data will include any negative credit history. The credit bureau data includes the borrower's credit score which is generated using statistical models created by SCHUFA. A borrower's credit score is a significant factor in FCE Germany's scoring models. In a limited number of cases, a credit score is not available (for example, when a borrower does not have an established credit history). FCE Germany also considers a customer's income and will generally seek to verify income with at least one payslip. FCE Germany also considers data concerning the vehicle, including the model, the purchase price, mileage, date of first registration for used vehicles and insurance. FCE Germany regularly reviews its scoring models to confirm the continued business significance and statistical predictability of the factors and updates its models to incorporate new factors that improve their statistical predictability.

All loan applications transmitted by dealers are evaluated for the risk inherent in the borrower in order to make an underwriting decision. FCE Germany generally obtains credit data and if the borrower shows prior financing with FCE Germany, FCE Germany will check the performance of any currently outstanding or prior loan agreements with the borrower. In the case of individual consumers and sole traders, the vast majority of loan applications are automatically evaluated using electronic decision models. Applications are either electronically approved or referred to a credit analyst for review. If the application is not automatically approved, the credit analyst will evaluate any additional risk characteristics using the same information included in the scoring models together with other supporting materials in accordance with FCE Germany's procedures, and then makes an individual credit decision based on the credit analyst's assessment of the strengths and weaknesses of each application. For applications not electronically approved, FCE Germany typically is able to determine whether or not to underwrite a loan agreement within 30 minutes of receipt of an application. Higher risk applicants may require additional investigation.

Approval limits for loan agreements are established based on the credit amount and risk as determined by the scoring models. Low risk proposals are generally approved automatically while higher risk loan agreements generally will require approval from a credit analyst or more senior

commercial loan applications in October 2013. Prior to October 2013 all commercial loan applications were manually assessed, and from October 2013 all commercial loan applications which do not pass the automatic evaluation process are manually reassessed, taking into account factors relevant to a commercial entity such as tax and accounting statements, bank references, credit bureau references (such as Verein Creditreform), extracts from the register of companies and potentially higher mileage requirements. Similar to underwriting decisions with personal use loan agreements, underwriting decisions with commercial loan agreements emphasise the applicant's ability to pay and

creditworthiness.

Insurance. The loan agreements require that the borrowers maintain third party liability insurance and vehicle insurance. The vehicle insurance required is usually comprehensive vehicle insurance (Teilkasko) but in certain circumstances FCE Germany may require the borrower to obtain a more comprehensive vehicle insurance policy that includes additional coverage for own fault risk and vandalism (Vollkasko). Since borrowers may choose their own insurers to provide the required coverage, the specific terms and conditions of their policies will vary. FCE Germany does not track that insurance is maintained on the financed vehicle.

Individual retail borrowers are also offered payment protection insurance that covers the risk of non-payment by the borrower in the case of death or inability to work due to illness, injury or disability. If a borrower chooses to have payment protection insurance, the total amount financed will include the premium for such insurance and FCE Germany will pay the premium to the insurance company, less commission. Payment protection insurance may be terminated by the borrower at any time. The insurer will remit to FCE Germany the surrender value in respect of such terminated payment protection plan and the surrender value amount will be applied to reduce the amount of any final instalment (including any balloon payment).

Fraud Protection. FCE Germany provides regular fraud awareness training for employees in the customer service centre and has dedicated specialists in the detection and monitoring of fraudulent loan applications. Suspicious loan proposals are referred to a specialist fraud team to check for fraudulent information and further investigation.

Internal Controls. A designated auditing group within FCE Germany performs regular operating audits to monitor compliance of purchasing guidelines, policies and procedures and legal

requirements. FCE regularly reviews and analyses its portfolio of receivables to evaluate the effectiveness of its underwriting guidelines, scoring models and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, FCE may adjust its underwriting guidelines, scoring models and purchasing criteria in order to change the quality of its portfolio or to achieve other goals and objectives.

Originations Characteristics. The following table contains information about FCE Germany's auto loan portfolio originated in each of the periods indicated.

FCE Germany Auto Loan Originations

Six Months Ended

30 June Year Ended 31 December

2013 2012 2012 2011 2010 2009 2008

Number of receivables originated ...32,711 22,143 48,005 36,723 41,892 106,546 74,061

Aggregate original principal balance (in millions)(1) ...

€ 511 € 365 € 759 € 621 € 655 € 1,542 € 1,138

New (vs. used) vehicles(2)...68.61% 67.97% 61.96% 78.69% 83.76% 92.46% 75.53%

TCM (vs. standard) loan agreements(2) ...58.66% 72.86% 64.18% 77.93% 86.19% 87.99% 69.46%

business strategies. FCE Germany's origination policies are focused on supporting the sale of new Ford vehicles. A substantial percentage of the loans originated by FCE Germany are originated under Ford-sponsored vehicle marketing incentive programmes. As a result, changes in origination volumes and the types of loans originated are caused primarily by changes in sales of Ford vehicles and changes in Ford-sponsored marketing programmes. The relative cost and availability of funding sources also impacts FCE Germany's willingness to originate certain retail loans and FCE Germany may limit the origination of certain types of loans for risk management purposes.

With the exception of 2009, the number of retail loans originated by FCE Germany declined year over year from 2008 to 2011 reflecting a targeted reduction in the volume of loans to finance used vehicles and the discontinuation of new originations relating to Mazda vehicles in December 2008 and Jaguar and Land Rover vehicles in April 2009. In the fourth quarter of 2008 and the first quarter of 2009, FCE Germany adopted more stringent underwriting standards which also contributed to lower originations. However, all of these actions were offset during 2009 when the German government's car scrappage programme caused a significant increase in Ford new vehicle sales. As a result, FCE Germany's origination volumes reached a peak of over 106,000 loans in 2009. After the end of the car scrappage programme, the number of loans originated by FCE Germany in 2010 fell sharply to approximately 42,000. This decline was primarily due to the pull ahead of vehicle purchases into 2009 to take advantage of the scrappage programme combined with lower Ford vehicle sales in 2010. FCE Germany's origination volumes continued to decline in 2011 falling to 36,723 loans as a result of lower Ford vehicle sales to retail customers.

Following the introduction of marketing programmes for the renewal of expiring TCM contracts and the implementation of measures to increase the financing of used car sales by FCE Germany with effect from 1 April 2012 origination volumes increased to 48,005 in 2012 and to 32,711 in the first half of 2013.

The aggregate original principal balance of loans originated by FCE Germany peaked in 2009 at €1,542 million as a result of the car scrappage programme which stimulated new vehicle sales. The average original principal balance of loans decreased in 2009 due to an increase in the number of loans financing the purchase of small vehicles. The aggregate original principal balance of FCE Germany's loan originations declined in 2010 to€655 million and in 2011 to €621 million due to lower Ford vehicle sales. The aggregate original principal balance of FCE Germany's loan originations increased in 2012 to€759 million and to €511 million in the first six months of 2013 in line with Ford's marketing programmes for the renewal of expiring TCM contracts, increased financing of used vehicles and higher Ford vehicle sales.

Loans to finance new vehicles increased from approximately 76% of the principal balance of loans originated by FCE Germany in 2008 to approximately 84% in 2010 as a result of FCE Germany's targeted reduction during that period in the volume of loans to finance used vehicles. The percentage of loans to finance new vehicles peaked at approximately 92% of the principal balance of loans originated by FCE Germany in 2009 as a result of the car scrappage programme which encouraged the sale of new vehicles. In 2011 the percentage of loans to finance new vehicles decreased to approximately 79% of the principal balance of loans originated by FCE Germany reflecting marketing programmes for ex-demonstration vehicles, which are classified as used vehicles. The percentage of loans to finance new vehicles declined further to approximately 62% of the principal balance of loans originated by FCE Germany in 2012 due to a targeted increase in used-vehicle financing combined with an increase in the number of FCE Germany's new-vehicle TCM contracts maturing in 2012 that were refinanced by FCE Germany as used-vehicle loans. The percentage of loans to finance new vehicles increased in the first six months of 2013 due to special rate TCM programmes for the financing of new vehicles and an increase in sales to commercial customers.

TCM contracts and an increase in Ford vehicle sales to commercial customers which are typically financed by standard loans.

Following FCE Germany's discontinuation of the origination of loans under Mazda Bank, Jaguar Financial Services and Land Rover Financial Services finance brands in 2009, all loans have been originated under the Ford finance brands which increased as a percentage of the principal balance of FCE Germany's loan originations to 100% in 2010 and remain at that level.

FCE Germany launched the current version of its origination scoring model for consumers in August 2010, replacing the previous model that had been used since February 2006. The current version uses different product and customer type segmentation and enhanced credit bureau

information, and is intended to improve the model's ability to predict the likelihood of default on retail loan applications. In December 2011 FCE Germany launched a new scoring model for commercial customers to support the manual underwriting decision process and this model was updated in August 2012.

Over time, FCE Germany has generally increased the percentage of loan applications that are decided electronically in order to accelerate the underwriting process and increase dealer and

customer satisfaction. However, in the fourth quarter of 2008, FCE Germany introduced higher scoring model requirements for automatic acceptance of loan applications, which remain in place. Since 2011, on average, on a yearly basis, approximately 40% of FCE Germany's loan applications have been automatically approved.

Servicing and Collections

FCE, acting through FCE Germany, will be the servicer of the receivables for this securitisation transaction. FCE will service the receivables from a centralised customer service centre in Cologne. FCE Germany has comprehensive web-based servicing policies and procedures that ensure common