Emisiones de Metano Procedentes del Tratamiento de las Aguas Residuales

The following is intended only to be an overview of the principal transaction documents and is qualified in its entirety by reference to the detailed provisions of the relevant agreement which will be available at the office of the paying agents, as described in "General Information".

For further information on the seller, you should read "Seller and Servicer" and for further in information on the receivables, you should read "Receivables".

Collateral. Each assignment of receivables under a loan agreement will include the benefit of the security granted by the relevant borrower to FCE for the relevant loan. Such security consists of:

 the security title (Sicherungseigentum) to or, if FCE is not the holder of the security title, the expectancy right (Anwartschaft) to the transfer of ownership of the relevant financed vehicle and FCE's claims against the relevant borrower and against third parties for surrender of such financed vehicle,

 FCE's claims, and claims of borrowers which have been assigned by way of security to FCE, against third parties and/or their third party liability insurance arising from damage to such vehicle (Haftpflichtversicherungen) or comprehensive liability insurance

(Kaskoversicherung), and

 FCE's claims under any related payment protection policies.

The issuer has agreed to make use of any security transferred to it with respect to the receivables only in accordance with the provisions of the underlying loan agreements.

Representations and Warranties of FCE about the Receivables. FCE will make

representations and warranties about the receivables to the issuer. Generally, these representations and warranties relate to legal standards for origination and transfer of the receivables, terms of the agreements, and the security interest in the receivables and the financed vehicles. FCE will also represent and warrant that the receivables satisfy the criteria described under "Receivables — Criteria

for Selection of the Receivables".

In addition, FCE will represent that:

 the receivables were originated in Germany in the ordinary course of FCE's business and underwritten pursuant to FCE's procedures,

 the receivables complied in all material respects with German law at the time they were originated,

 the receivables are enforceable payment obligations of the borrowers and no borrower has asserted any right of rescission, set-off or defences against a receivable,

 the receivables are secured by transferable and unencumbered security title to the vehicles and the assignment of all claims of the borrower under his third party liability insurance arising from damage to the vehicles, and

 it has good and marketable title to each receivable and vehicle, free and clear of any charge or security interest.

Obligation to repurchase Receivables or indemnify upon breach. If any representation or warranty made by FCE with respect to the receivables in the receivables sale agreement was untrue or incorrect at the date on which such representation or warranty was given with respect to such receivable, the issuer's sole remedy will be to require FCE to take one of the following remedial actions by the last day of the collection period in which a responsible person obtains actual knowledge

to repurchase such receivable within the time period provided in this paragraph, FCE will have the option to repurchase such receivable on the payment date immediately following the last day of the following collection period.

To the extent that the relevant receivable does not exist, FCE will indemnify the issuer for an amount corresponding to any duly-documented indemnified amount or reasonable expense suffered or incurred by the issuer resulting directly from such breach of representation and warranty by FCE.

If FCE accepts a deposit from a borrower that is a debtor of an assigned receivable, FCE will repurchase such assigned receivable and all ancillary rights.

Notification of Assignment of Receivables. No notification of the assignment and transfer of receivables will be made to the borrowers unless FCE's appointment as servicer of the receivables is terminated or FCE fails to deposit the additional commingling component into the reserve account or an insolvency event occurs with respect to the seller. Notification will also be made if it is required for enforcement of the issuer's rights under such receivables in which case, so long as no event of default has occurred, the giving of such notice will require the seller's approval which may not be

unreasonably withheld.

Immediately upon the termination of FCE's appointment as servicer of the receivables or failure by FCE to deposit the additional commingling component into the reserve account or the occurrence of an insolvency event with respect to FCE, the issuer will require the security trustee to notify the borrowers of the assignment and transfer of the receivables to the issuer and to make payments on the receivables to the issuer's account.

Clean Up Call Option. FCE will have a clean up call option to purchase all of the receivables on any payment date when the aggregate principal amount outstanding of the listed notes is 10% or less than the initial aggregate closing loan balance of the receivables as at the cut-off date. FCE may exercise its clean up call option only if the purchase price for the receivables is sufficient, taking into account any amounts in the distribution account, to pay in full the listed notes and all items ranking in priority to the listed notes in accordance with the interest priority of payments and the principal priority of payments. Upon FCE's exercise of its clean up call option, the listed notes will be redeemed and paid in full.

Data Protection and Banking Secrecy. The issuer will agree to administer and use all data, documents and information transferred to it in accordance with the receivables sale agreement in compliance with the German principle of banking confidentiality and German and applicable European Union data protection laws. The personal data of borrowers provided by FCE to the issuer will be encoded to protect the confidentiality of the identities of the borrowers. The encoded personal data will be delivered to the trustee and the key which decodes such personal data will be delivered to the data agent.

Reserve Amount. FCE will transfer the initial reserve amount to the reserve account on the closing date.

For a more detailed description of the reserve amount, you should read "Credit Enhancement

Reserve Account".

Servicing Agreement

Servicing Duties. Under the servicing agreement FCE will agree to manage, service, administer and collect the receivables with reasonable care using that degree of skill and attention that FCE exercises with respect to all comparable receivables that it services for itself and others and in

 sending invoices and responding to enquiries from borrowers,

 investigating and administering payoffs, delinquencies, defaults and late payments,

 terminating defaulted loan agreements with or without repossession of the financed vehicle,  selling repossessed or returned financed vehicles,

 maintaining accurate and complete accounts and computer systems for the servicing of the receivables,

 providing to the issuer copies of, or access to, the loan agreements,

 furnishing the servicing reports and any other periodic reports required by the transaction documents, and

 to the extent permitted by law, doing all acts necessary or desirable in relation to the receivables as regards compliance with FATCA or any other Tax Information Arrangement, or as reasonably requested by the issuer to assist it in complying with FATCA or any other Tax Information Arrangement.

For further information on the servicer and its servicing procedures you should read "Seller and Servicer".

The servicer will agree to perform its servicing duties in accordance with (i) all applicable requirements of the laws, rules and regulations of Germany, (ii) the applicable loan agreements relating to the receivables and (iii) the applicable FCE origination and servicing procedures. The servicer may change the terms and provisions of any of the loan agreements, FCE origination and servicing procedures or its servicing business in any respect, so long as, in the reasonable judgment of the servicer, none of the noteholders will be materially adversely affected except if required by law or deemed necessary by FCE on reasonable grounds to comply with regulatory authority

requirements.

Servicer Modifications. The servicer will follow its policies and procedures in servicing the receivables. As part of its normal collection efforts, the servicer may waive or modify the terms of any receivable, including granting payment extensions and rewriting, rescheduling or amending any loan agreement or waiving late fees, extension fees or other administrative fees, in accordance with FCE's servicing policies and procedures.

For more information about the servicer's policies and procedures for servicing the receivables, including extensions and rewrites, you should read "Seller and Servicer — Servicing and Collections".

Obligation to purchase Receivables or indemnify. The servicer generally must maintain perfection of the issuer's ownership in each receivable and the issuer's security interest in the related financed vehicle until the receivable is paid in full or repurchased. For written-off receivables, the servicer may release the security interests in a sale of the written-off receivable and as permitted by the servicer's policies and procedures. If the servicer breaches its servicing obligations in a manner which materially and adversely affects a receivable or determines, in its sole discretion, that, as a result of a computer systems error or computer systems limitation or for any other reason the servicer is unable to service a receivable in accordance with the FCE origination and servicing procedures and the servicer does not correct the failure in all material respects by the end of the second month

receipt and application of such collections from the accounts of the borrowers. If FCE's short-term unsecured debt is rated at least "F1" by Fitch and its long-term unsecured debt rating is rated at least "A" by Fitch and "A" by S&P, the servicer may remit collections to the distribution account on each payment date. For each month, "collections" will consist of (i) all principal and interest collected on the receivables and applied by the servicer during the month, (ii) all amounts received under insurance policies relating to the financed vehicles or borrowers, (iii) net auction proceeds and the liquidation proceeds from the sale of repossessed vehicles and other amounts received on defaulted accounts, and (iv) net recoveries on written-off accounts.

Until deposited in the issuer's account, collections may be used by the servicer for its own benefit and will not be segregated from its own funds.

Allocation of Collections. The servicer will identify and calculate amounts to be allocated to the issuer's account from available collections including:

 On each business day, the servicer will identify amounts received into the issuer's account since the prior business day as available interest collections or available principal collections.  On each interest determination date, the servicer will calculate the available interest

collections and the swap counterparty receipts for the immediately preceding month.  On each payment date, the servicer will allocate available interest collections and the swap

counterparty receipts for the immediately preceding collection period to each item in the interest priority of payments. For a more detailed description of the interest priority of

payments you should read "Annex A: Terms and Conditions of the Notes".

 On each interest determination date, the servicer will calculate available principal collections for the immediately preceding collection period.

 On each payment date, the servicer will allocate the available principal collections in accordance with the principal priority of payments. For a more detailed description of the

principal priority of payments you should read "Annex A: Terms and Conditions of the Notes".

Servicing Report. The servicer will on each monthly reporting date prepare a servicing report, as described in "Servicing Reports".

Custodial Obligations of FCE. The servicer will maintain a record in its computer systems, on a receivable by receivable basis, of:

 all the amounts paid by each borrower,  all the amounts due from a borrower,  the balance payable under a receivable, and  the list of borrowers.

The servicer will provide such information in encrypted form to the issuer corporate services provider. In addition, the servicer will hold or will ensure that a third party service provider will hold on behalf of the issuer the original registration documents of the financed vehicles. Upon the occurrence of an event of default, such registration documents will be held by the collateral agent and the security trustee.

Limitations on Liability. The servicer will not be liable for any losses or expenses of any other party to the servicing agreement or the noteholders as a result of the performance of the servicer's duties except where such loss or expense is the result of its wilful misconduct, bad faith or negligence in the performance of its duties.

Servicing Fees. The servicer will receive a servicing fee on each payment date equal to 0.02% of the aggregate principal balance of the receivables as at the first day of the preceding month. In addition, the servicer will retain any late fees, extension fees and other administrative fees received from borrowers. The servicer will be entitled to reimbursement for fees and expenses paid to third parties related to the repossession and disposition of financed vehicles as well as for continued collection activities on written-off accounts. The servicer may net these fees and expenses from collections remitted to the issuer.

Resignation and Termination of the Servicer.

The servicer may not resign as servicer unless it is no longer permitted to perform its duties under law or with the consent of the noteholders.

Each of the following events will be a "servicer termination event" under the servicing agreement:  subject to certain cure periods, FCE fails to pay or deposit any proceeds or payment

required to be paid or deposited by it under the servicing agreement,

 subject to certain cure periods, FCE fails to fulfil any other material obligation imposed on it by the terms of the servicing agreement and such failure materially and adversely affects the rights of the noteholders,

 FCE fails to deposit the additional commingling component into the reserve account, or  an insolvency of FCE.

FCE's appointment under the servicing agreement may be terminated by the issuer with the collateral agent's consent or by the collateral agent upon the occurrence of any of a servicer termination event.

The issuer will, upon the resignation or upon the termination of the appointment of FCE as servicer, and the security trustee will use their best efforts to search for and appoint a replacement servicer. No resignation or termination of the appointment of the servicer will become effective until a replacement servicer has been appointed.

Cash Management Agreement

General. Deutsche Bank AG, London Branch will act as a cash manager under the cash

management agreement. The cash manager will manage the issuer's accounts, including the reserve account, and arrange for payments to be made on behalf of the issuer from such accounts on the basis of information contained in the servicing report in accordance with the relevant priorities of payment set out in "Annex A: Terms and Conditions of the Notes". If the servicing report is not delivered to the cash manager, the cash manager will not be obliged to make any payments other than payment of the issuer expenses, the servicing fee and the amounts required under the notes in accordance with the relevant priorities of payment set out in "Annex A: Terms and Conditions of the

 subject to certain cure periods, Deutsche Bank AG, London Branch defaults on any payment to be made by Deutsche Bank AG, London Branch under the cash management agreement,  subject to certain cure periods, Deutsche Bank AG, London Branch fails to fulfil any other

material obligation imposed on it by the terms of the cash management agreement and such failure materially and adversely affects the rights of the noteholders,

 an insolvency of Deutsche Bank AG, London Branch, or

 if Deutsche Bank AG, London Branch is not or ceases to be exempt from any deduction or withholding under FATCA.

If the cash manager's appointment is terminated following a cash manager termination event, the cash manager will assist in any transfer to a substitute cash manager. The issuer corporate services provider will assist the issuer in appointing a replacement cash manager. In no event will the trustee, the security trustee and/or the collateral agent be required to act as cash manager. No termination of the cash manager will become effective until a replacement cash manager has been appointed. Issuer's Bank Accounts

General. The bank accounts described below will be utilised in the securitisation transaction and the issuer's interest in such accounts will form part of the security for the notes. Each account was established and will be maintained with Deutsche Bank AG, London Branch (as account bank), the London branch of Deutsche Bank AG, whose principal place of business is at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

Deutsche Bank's long-term senior debt has been assigned a rating of "A+" (outlook stable) by Fitch, "A2" (outlook stable) by Moody's and "A" (outlook stable) by S&P.

For further information on the account bank, you should read "Account Bank and Cash Manager".

The issuer's distribution account, reserve account and counterparty downgrade collateral account are required to be maintained at a financial institution that is permitted to accept deposits and

(i) whose unsecured, unsubordinated and unguaranteed short-term debt obligations are rated at least "F1" by Fitch and whose unsecured, unsubordinated and unguaranteed long-term obligations are rated at least "A" by Fitch and (ii) whose unsecured, unsubordinated and unguaranteed long-term debt obligations are rated at least "A" by S&P, provided such financial institution's unsecured,

unsubordinated and unguaranteed short-term debt obligations are rated at least "A-1" by S&P, otherwise the unsecured, unsubordinated and unguaranteed long-term debt obligations of such financial institution must be rated at least "A+" by S&P, or, if the account bank does not have such rating, it must be guaranteed by an institution having such rating. If at any time the account bank or, to the extent that the account bank is guaranteed by an institution having such rating, the guarantor ceases to be an eligible institution, then the issuer, FCE and the trustee will, in the case of a downgrade by Fitch and/or by S&P, within 30 days of such time, transfer the relevant accounts to another bank or banks that are eligible institutions.

The issuer may at any time terminate the appointment of the account bank provided that a replacement account bank has been appointed. The account bank may resign at any time by giving the issuer and the cash manager at least six months prior notice. However, such resignation will not take effect until a successor account bank is appointed.