Silver Arrow S.A., Compartment 1 (incorporated with ... Arrow/051109 Final... · (incorporated with limited liability in Luxembourg with registered number ... 1 Notes due 2012, issue

Silver Arrow S.A., Compartment 1(incorporated with limited liability in Luxembourg with registered number B 111345)

€647,750,000.00 Class A Compartment 1 Notes due 2012, issue price: 100%€52,250,000.00 Class B Compartment 1 Notes due 2012, issue price: 100%

Silver Arrow S.A. (the "Issuer") is registered with the Luxembourg Commercial Register under registered number B 111345. The Issuer has elected in its Articles of Incorporation (Statuts) to be governed by the Luxembourg law of 22 March 2004 on securitisation ("Luxembourg Securitisation Law"). The exclusive purpose of the Issuer is to enter into one or more securitisation transactions, each via a separate compartment ("Compartment") within the meaning of the Luxembourg Securitisation Law (see "THE ISSUER"). The Compartment 1 Notes (as defined below) will be funding the first securitisation transaction ("Transaction 1")of the Issuer acting in respect of its first Compartment ("Compartment 1") as described further herein. All documents relating to Transaction 1, as more specifically described herein, are referred to as the "Transaction 1 Documents".

The Class A Compartment 1 Notes and the Class B Compartment 1 Notes (each such class, a "Class", and both Classes collectively, the "Compartment 1 Notes" or "Notes") of the Issuer are backed by a portfolio (the "Portfolio") of auto loan receivables (the "Purchased Loan Receivables") secured by certain passenger cars and/or commercial vehicles (the "Financed Vehicles") and certain other collateral more specifically described herein (the Financed Vehicles, the other collateral and the proceeds therefrom, the "Loan Collateral"). The obligations of the Issuer under the Compartment 1 Notes will be secured by first-ranking security interests granted to J.P. Morgan Corporate Trustee Services Limited (the "Trustee") acting in a fiduciary capacity for, inter alia, the Compartment 1 Noteholders pursuant to a trust agreement (the "Trust Agreement") entered into between, inter alios, the Trustee and the Issuer. Although all Classes will share in the same security, upon enforcement the Class A Compartment 1 Notes will rank senior to the Class B Compartment 1 Notes, see "POST-ENFORCEMENT PRIORITY OF PAYMENTS". The Issuer will apply the net proceeds from the issue of the Compartment 1 Notes to purchase on the Purchase Date (being identical with the Issue Date, as defined below) the Portfolio secured by the Loan Collateral. Certain characteristics of the Portfolio and the Loan Collateral are described in "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL" and in "PORTFOLIO CHARACTERISTICS AND HISTORICAL DATA".

Application has been made to the Commission de surveillance du secteur financier (the "CSSF") of Luxembourg in its capacity as competent authority (the "Competent Authority") under the Luxembourg act relating to prospectuses for securities (loi relative aux Prospectus pour valeurs mobilieres) issued on or after 1 July 2005 for the approval of the Offering Circular. Application has also been made to the Luxembourg Stock Exchange for Compartment 1 Notes to be listed on the Luxembourg Stock Exchange on 10 November 2005 (the "Issue Date") and admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purpose of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC.

Société Générale and Fortis Bank S.A./N.V. (together the "Lead Managers") will subscribe the Compartment 1 Notes on the Issue Date and will offer the Compartment 1 Notes, from time to time, in negotiated transactions or otherwise, at varying prices to be determined at the time of sale.

For a discussion of certain significant factors affecting investments in the Compartment 1 Notes, see "RISK FACTORS".

For reference to the definitions of capitalised terms appearing in this Offering Circular, see "THE MASTER DEFINITIONS SCHEDULE".

Lead Managers

Fortis Bank SG CIB

The date of this Offering Circular is 10 November 2005

2

The Compartment 1 Notes will be governed by the laws of Germany.

Both the Class A Compartment 1 Notes and the Class B Compartment 1 Notes will be initially represented by a temporary global note in bearer form (each, a "Temporary Global Note") without coupons or talons attached. Each Temporary Global Note will be exchangeable, as described herein (see "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 2(c) (Form and Denomination)") for a permanent global note in bearer form (each a "Permanent Global Note", and together with the Temporary Global Notes, the "Global Notes" and each, a "Global Note") without coupons or talons attached. Each Temporary Global Note will be exchangeable not earlier than forty (40) calendar days and not later than one hundred and eighty (180) calendar days after the Issue Date, upon certification of non-U.S. beneficial ownership, for interest in a Permanent Global Note. The Global Notes will be deposited with JPMorgan Chase Bank N.A., London Branch (the "Common Depositary") on or before the Issue Date. The Common Depositary will hold the Global Notes in custody for the operator of the Euroclear System ("Euroclear"), and the Clearstream Banking société anonyme ("Clearstream Luxembourg"). The Compartment 1 Notes represented by Global Notes may be transferred in book-entry form only. The Compartment 1 Notes will be issued in denomination of EUR 125,000. The Global Notes will, in certain circumstances, be exchangeable for definitive notes. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES —Condition 2(i) (Form and Denomination)".

THE COMPARTMENT 1 NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ANY OF THE LEAD MANAGERS, THE SELLER, THE SERVICER (IF DIFFERENT), THE SWAP COUNTERPARTY, THE TRUSTEE, THE DATA TRUSTEE, THE PRINCIPAL PAYING AGENT, THE INTEREST DETERMINATION AGENT (IF DIFFERENT), THE TRANSACTION CALCULATION AGENT, THE LUXEMBOURG LISTING AGENT, THE LUXEMBOURG PAYING AGENT, THE CORPORATE SERVICES PROVIDER, THE COMMON DEPOSITARY OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION 1 DOCUMENTS. IT SHOULD BE NOTED FURTHER THAT THE COMPARTMENT 1 NOTES WILL ONLY BE CAPABLE OF BEING SATISFIED AND DISCHARGED FROM THE ASSETS OF COMPARTMENT 1 OF THE ISSUER AND NOT FROM ANY OTHER COMPARTMENT OF THE ISSUER OR FROM ANY OTHER ASSETS OF THE ISSUER. NEITHER THE COMPARTMENT 1 NOTES NOR THE UNDERLYING PURCHASED LOAN RECEIVABLES WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AUTHORITY OR BY ANY OF THE LEAD MANAGERS, THE SELLER, THE SERVICER (IF DIFFERENT), THE TRANSACTION CALCULATION AGENT, THE SWAP COUNTERPARTY, THE TRUSTEE, THE DATA TRUSTEE, THE ISSUER ACCOUNT BANK, THE PRINCIPAL PAYING AGENT, THE INTEREST DETERMINATION AGENT (IF DIFFERENT), THE LUXEMBOURG LISTING AGENT, THE LUXEMBOURG PAYING AGENT, THE CORPORATE SERVICES PROVIDER, THE COMMON DEPOSITARY OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION 1 DOCUMENTS OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN.

Class principal Issue Expected ratings Final Maturity ISIN CommonClass amount Interest Rate Price (Moody’s/Fitch) Date Code Code

A €647,750,000.00 EURIBOR+0.05% 100% Aaa/AAA July 2012 XS0234983756 023498375B €52,250,000.00 EURIBOR+0.16% 100% Aa2/A July 2012 XS0234984309 023498430

Interest on the Compartment 1 Notes will accrue on the Outstanding Note Principal Amount of each Compartment 1 Note at a per annum rate equal to the sum of the European Inter-bank Offered Rate (EURIBOR) for one month and a margin of 0.05% in the case of the Class A Compartment 1 Notes, and 0.16% in the case of the Class B Compartment 1 Notes. Interest will be payable in euros by reference to successive interest accrual periods (each, an "Interest Period") monthly in arrear on the 15th day of each calendar month, unless such date is not a Business Day, in which case the payment date shall be the next succeeding Business Day (each, a "Payment Date"). The first payment date will be 15 December 2005. "Business Day" means any day (other than a Saturday or Sunday) on which

3

banks and foreign exchange markets are open for business in London, Brussels, Paris, Stuttgart and Luxembourg and which is a TARGET Settlement Day in relation to the payment of a sum denominated in euros or in a national currency unit of the euro. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 7 (Payment of Interest)".

If any withholding or deduction for or on account of taxes should at any time be required by law or its interpretation in respect of payment of interest or principal in respect of the Compartment 1 Notes, payments under the Compartment 1 Notes will be made subject to such withholding or deduction. The Compartment 1 Notes will not provide for any gross-up or other payments in the event that payments under the Compartment 1 Notes become subject to any such withholding or deduction on account of taxes. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 12 (Taxation)".

The Compartment 1 Notes will mature on the Payment Date falling on 16 July 2012 (the "Final Maturity Date"), unless previously redeemed in full. The Compartment 1 Notes will be subject to partial redemption, early redemption and/or optional redemption before the Final Maturity Date in specific circumstances and subject to certain conditions. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8 (Redemption)".

The Class A Compartment 1 Notes and the Class B Compartment 1 Notes are expected, on the Issue Date, to be rated by Moody’s Investors Service Limited ("Moody’s") and Fitch Ratings Limited ("Fitch" and together with Moody’s, the "Rating Agencies"). It is a condition to the issue of the Compartment 1 Notes that the Compartment 1 Notes are assigned the ratings indicated in the abovetable.

The Rating Agencies’ rating of any Class of Compartment 1 Notes addresses the likelihood that the holders of the Compartment 1 Notes (each, a "Compartment 1 Noteholder" or "Noteholder") of such Class will receive all payments to which they are entitled, as described herein. The rating of "Aaa" is the highest rating that Moody’s assigns to long-term debt and the rating of "AAA" is the highest rating that Fitch assigns to long-term debt. Each rating takes into consideration the characteristics of the Purchased Loan Receivables, the Loan Collateral and the structural, legal, tax and Issuer-related aspects associated with the Compartment 1 Notes.

However, the ratings assigned to the Compartment 1 Notes do not represent any assessment of the likelihood or level of principal prepayments. The ratings do not address the possibility that the Compartment 1 Noteholders might suffer a lower than expected yield due to prepayments or early amortisation or may fail to recoup their initial investments. Prepayments may for example occur in the event of a clean-up call (see "TRANSACTION OVERVIEW" — "TRANSACTION 1" — "Early Redemption" — "Clean-Up Option" and "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.3 (Clean Up Call)"), or in the event that the Seller breached the Eligibility Criteria and/or the Seller Loan Warranties (see "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.1 (Amortisation — Pre-enforcement)").

The ratings assigned to the Compartment 1 Notes should be evaluated independently against similar ratings of other types of securities. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the Rating Agencies at any time.

The Issuer has not requested a rating of the Compartment 1 Notes by any rating agency other than the Rating Agencies. There can be no assurance as to whether any other rating agency will rate the Compartment 1 Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Compartment 1 Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies.

4

This Offering Circular constitutes a prospectus for the purposes of article 5 of the Prospectus Directive (Directive 2003/71/EC on the Prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC).

The Issuer accepts responsibility for the information contained in this Offering Circular (other than information for which the Seller and Servicer, the Trustee, the Swap Counterparty, the Issuer Account Bank or any other party expressly accepts responsibility in this Offering Circular). To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Seller and Servicer accepts responsibility for any information in this Offering Circular relating to the Purchased Loan Receivables, Loan Collateral, the disclosure of servicing related risk factors, risk factors relating to the Purchased Loan Receivables, the information contained in "EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS", "PORTFOLIO CHARACTERISTICS AND HISTORICAL DATA", "CREDIT AND COLLECTION POLICY" and "THE SELLER AND THE SERVICER".

No person has been authorised to give any information or to make any representations, other than those contained in this Offering Circular, in connection with the issue and sale of the Compartment 1 Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Seller, the Servicer (if different), the Data Trustee and the Trustee (all as defined below) or by the financial institutions shown on the cover page (the "Lead Managers") or by any other party mentioned herein.

The Compartment 1 Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Compartment 1 Notes are being offered outside the United States by the Lead Managers in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Compartment 1 Notes will be issued in bearer form and are subject to certain United States tax law requirements.

Neither the delivery of this Offering Circular nor any offering, sale or delivery of any Compartment 1 Notes shall, under any circumstances, create any implication (i) that the information in this Offering Circular is correct as of any time subsequent to the date hereof, or (ii) that there has been no adverse change in the financial situation of the Issuer or with respect to DaimlerChrysler Bank AG since the date of this Offering Circular or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this Offering Circular or (iii) that any other information supplied in connection with the issue of the Compartment 1 Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

No action has been taken by the Issuer or the Lead Managers other than as set out in this Offering Circular that would permit a public offering of the Compartment 1 Notes, or possession or distribution of this Offering Circular or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, no Compartment 1 Notes may be offered or sold, directly or indirectly, and neither this Offering Circular (nor any part hereof) nor any information memorandum, offering circular, form of application, advertisement or other offering materials may be issued, distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and regulations, and the Issuer and the Lead Managers have represented that all offers and sales by them have been made on such terms.

This Offering Circular may only be used for the purposes for which it has been published. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates or an offer to sell or the solicitation of any

5

offer to buy any of the securities offered hereby in any circumstances in which such offer or solicitation is unlawful. The distribution of this Offering Circular (or of any part thereof) and the offering and sale of the Compartment 1 Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part thereof) may come, are required by the Issuer and the Lead Managers to inform themselves about and to observe any such restrictions. This Offering Circular does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Compartment 1 Notes and distribution of this Offering Circular (or of any part thereof), see "SUBSCRIPTION AND SALE".

In connection with the issue and distribution of the Compartment 1 Notes, the Lead Managers may over-allot or effect transactions with a view to supporting the market price of the Compartment 1 Notes at a higher level than that which might otherwise prevail for a limited period. However, there may be no obligation on the Lead Managers to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilising shall be in compliance with all relevant laws and regulations.

If you are in any doubt about the contents of this document you should consult, as appropriate, your legal adviser, stockbroker, bank manager, accountant or other financial adviser.

An investment in these Compartment 1 Notes is only suitable for financially sophisticated investors who are capable of evaluating the merits and risks of such investment and who have sufficient resources to be able to bear any Losses which may result from such investment.

It should be remembered that the price of securities and the income deriving from them may decrease.

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to "€" and "euros" are to the lawful currency of the Member States of the European Union that have adopted or adopt 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), as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 November, 1997), as amended by the Treaty of Nice (signed in Nice on 26 February, 2001).

6

TABLE OF CONTENTS

Page

TRANSACTION OVERVIEW..................................................................................................... 10INTRODUCTION INTO STRUCTURE AND PRINCIPAL PARTIES..................................10

STRUCTURE DIAGRAM ...............................................................................................12PARTIES TO TRANSACTION 1 .....................................................................................13

TRANSACTION 1 ................................................................................................................16RISK FACTORS............................................................................................................................ 29FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS

OBLIGATIONS UNDER THE COMPARTMENT 1 NOTES .......................................29Risks related to the Purchased Loan Receivables ...........................................................29

Non-existence of Purchased Loan Receivables ..............................................................29Risk of Losses on the Purchased Loan Receivables ........................................................29Risk of ''re-qualification'' of a sale as loan secured by loan receivables ..........................30Historical and other information ..................................................................................31Reliance on Seller Loan Warranties and Eligibility Criteria...........................................31Reliance on Credit and Collection Policy......................................................................31No independent investigation and limited information....................................................31Notice of Assignment; Defences of the Obligors ............................................................32Conflicts of Interest .....................................................................................................33

Risks related to the parties to Transaction 1...................................................................33Replacement of the Servicer .........................................................................................33Creditworthiness of Parties to the Transaction 1 Documents, in particular, the Servicer..33Commingling and late payment risk ..............................................................................34

Legal risks......................................................................................................................34Section 103 Insolvency Act ...........................................................................................34Voidable transactions ..................................................................................................35Banking secrecy ..........................................................................................................36Federal Data Protection Act (Bundesdatenschutzgesetz)................................................37German consumer credit legislation .............................................................................37Excessive security........................................................................................................38Non-petition and limited recourse clauses .....................................................................38Change of law .............................................................................................................39Assignability of Purchased Loan Receivables ................................................................39Termination for good cause........................................................................................39

Tax risks.........................................................................................................................39German taxation..........................................................................................................39Luxembourg Taxation ..................................................................................................41EU Savings Directive...................................................................................................42

Structural and other credit risks .....................................................................................43Liability under the Compartment 1 Notes ......................................................................43Limited resources of the Issuer .....................................................................................43Subordination..............................................................................................................44Ratings of the Compartment 1 Notes .............................................................................44Sharing of proceeds with other Secured Parties.............................................................44

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THEMARKET RISK ASSOCIATED WITH THE COMPARTMENT 1 NOTES..................45

Absence of secondary market liquidity and market value of Compartment 1 Notes...........45Interest rate risk ..........................................................................................................45

7

Interest Rate Hedging ..................................................................................................45CREDIT STRUCTURE AND FLOW OF FUNDS..................................................................... 46PRINCIPAL AND INTEREST IN RESPECT OF THE PURCHASED LOAN RECEIVABLES .......................46COLLECTION ARRANGEMENTS ................................................................................................46COMMINGLING RESERVE.........................................................................................................46BANK ACCOUNTS USED FOR TRANSACTION 1 ...........................................................................46PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS ...........................................................47PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS ..........................................................47INTEREST RATE HEDGING ........................................................................................................48CREDIT ENHANCEMENT ..........................................................................................................48SUBORDINATED LOAN ............................................................................................................48SEQUENTIAL AMORTISATION VERSUS PRO RATA AMORTISATION ...............................................49TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES.................................... 501. APPENDIXES ..................................................................................................................502. FORM AND DENOMINATION.............................................................................................503. STATUS AND PRIORITY ...................................................................................................524. PROVISION OF SECURITY; LIMITED PAYMENT OBLIGATION; ISSUER EVENT OF DEFAULT..535. GENERAL COVENANTS OF THE ISSUER ............................................................................546. PAYMENTS ON THE COMPARTMENT 1 NOTES ..................................................................557. PAYMENT OF INTEREST ..................................................................................................568. REDEMPTION .................................................................................................................609. PAYMENT OF INTEREST AND REDEMPTION AFTER THE OCCURRENCE OF AN ENFORCEMENT

EVENT ...........................................................................................................................6210. NOTIFICATIONS..............................................................................................................6311. AGENTS; DETERMINATIONS BINDING..............................................................................6412. TAXATION .....................................................................................................................6413. SUBSTITUTION OF THE ISSUER ........................................................................................6414. FORM OF NOTICES..........................................................................................................6615. MISCELLANEOUS ...........................................................................................................66MATERIAL TERMS OF THE TRUST AGREEMENT ........................................................... 681. DEFINITIONS AND INTERPRETATIONS ..............................................................................682. RIGHTS AND OBLIGATIONS OF THE TRUSTEE, BINDING EFFECT OF CONDITIONS, OPTIONAL

TRUST ACCOUNT ...........................................................................................................693. STANDARD OF CARE, DELEGATION AND EXTENT OF LIABILITY .........................................714. COMPARTMENT 1 SECURITY HELD ON TRUST ..................................................................715. COVENANT TO PAY.........................................................................................................726. PARALLEL DEBT.............................................................................................................727. APPOINTMENT AS TRUSTEE ............................................................................................738. CREATION OF COMPARTMENT 1 SECURITY......................................................................739. SECURITY PURPOSE ........................................................................................................7610. REPRESENTATIONS AND WARRANTIES.............................................................................7711. ADMINISTRATION OF SECURITY ......................................................................................7812. COLLECTIONS ................................................................................................................7813. FURTHER ASSURANCE ....................................................................................................7914. POWER OF ATTORNEY.....................................................................................................7915. WHEN COMPARTMENT 1 SECURITY BECOMES ENFORCEABLE AND THE RESPECTIVE

PROCEDURE ...................................................................................................................7916. CONFLICTS OF INTEREST.................................................................................................8017. APPLICATION OF PAYMENTS ...........................................................................................8118. RELEASE OF COMPARTMENT 1 SECURITY........................................................................8219. FURTHER COVENANTS BY THE ISSUER .............................................................................8220. RESIGNATION AND SUBSTITUTION OF THE TRUSTEE.........................................................83

8

21. FEES AND INDEMNITIES ..................................................................................................8522. NOTICES ........................................................................................................................8623. MISCELLANEOUS ...........................................................................................................8624. GOVERNING LAW AND JURISDICTION ..............................................................................90SCHEDULE I: PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS .......................................92SCHEDULE II: PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS.....................................94SCHEDULE III: POST-ENFORCEMENT PRIORITY OF PAYMENTS ..................................................95SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS..................... 971. LOAN RECEIVABLES PURCHASE AGREEMENT .................................................................972. SERVICING AGREEMENT............................................................................................... 1003. COMMINGLING RESERVE ACCOUNT AGREEMENT.......................................................... 1044. SUBORDINATED LOAN AGREEMENT.............................................................................. 1055. DATA TRUST AGREEMENT............................................................................................ 1056. SWAP AGREEMENT....................................................................................................... 1067. TRANSACTION CALCULATION AGENCY AGREEMENT..................................................... 1078. AGENCY AGREEMENT .................................................................................................. 1089. SUBSCRIPTION AGREEMENT ......................................................................................... 10810. CORPORATE SERVICES AGREEMENT ............................................................................. 108EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS ..... 109DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL................ 111PORTFOLIO CHARACTERISTICS AND HISTORICAL DATA........................................ 117CREDIT AND COLLECTION POLICY.................................................................................. 130THE ISSUER................................................................................................................................ 1341. GENERAL..................................................................................................................... 1342. CORPORATE PURPOSE OF THE ISSUER ........................................................................... 1343. COMPARTMENTS .......................................................................................................... 1344. BUSINESS ACTIVITY ..................................................................................................... 1355. CORPORATE ADMINISTRATION AND MANAGEMENT ...................................................... 1366. CAPITAL AND SHARES, SHAREHOLDERS ........................................................................ 1367. CAPITALISATION .......................................................................................................... 1368. INDEBTEDNESS............................................................................................................. 1369. HOLDING STRUCTURE .................................................................................................. 13610. SUBSIDIARIES .............................................................................................................. 13611. NAME OF THE ISSUER’S FINANCIAL AUDITORS............................................................... 13712. MAIN PROCESS FOR DIRECTOR’S MEETINGS AND DECISIONS......................................... 13713. FINANCIAL STATEMENTS.............................................................................................. 13814. INSPECTION OF DOCUMENTS......................................................................................... 138THE SELLER AND SERVICER ............................................................................................... 140THE SWAP COUNTERPARTY ................................................................................................ 149THE TRUSTEE............................................................................................................................ 151THE TRANSACTION 1 ACCOUNTS ...................................................................................... 152TAXATION .................................................................................................................................. 1541. GENERAL..................................................................................................................... 1542. GERMAN TAXATION..................................................................................................... 1543. LUXEMBOURG TAXATION............................................................................................. 156SUBSCRIPTION AND SALE..................................................................................................... 1591. SUBSCRIPTION OF THE COMPARTMENT 1 NOTES............................................................ 1592. SELLING RESTRICTIONS................................................................................................ 159USE OF PROCEEDS................................................................................................................... 162GENERAL INFORMATION ..................................................................................................... 1631. SUBJECT OF THIS OFFERING CIRCULAR ......................................................................... 1632. AUTHORISATION .......................................................................................................... 1633. LITIGATION.................................................................................................................. 163

9

4. PAYMENT INFORMATION .............................................................................................. 1635. MATERIAL CHANGE ..................................................................................................... 1636. MISCELLANEOUS ......................................................................................................... 1637. LUXEMBOURG LISTING ................................................................................................ 1648. CLEARING CODES ........................................................................................................ 164MASTER DEFINITIONS SCHEDULE .................................................................................... 1651. DEFINITIONS ................................................................................................................ 1652 INTERPRETATIONS........................................................................................................ 192

10

TRANSACTION OVERVIEW

This section "Transaction Overview" must be read as an introduction to this Offering Circular and any decision to invest in any Compartment 1 Notes should be based on a consideration of this Offering Circular as a whole.

The following "Transaction Overview" is qualified in its entirety by the remainder of this Offering Circular.

INTRODUCTION INTO STRUCTURE AND PRINCIPAL PARTIES

On the Purchase Date, the Seller will sell to the Issuer, against payment of the Purchase Price (EUR 699,996,647.88), all of its rights, titles and claims, to receive Principal and Interest in respect of a portfolio (the "Portfolio") of auto loan receivables (the "Purchased Loan Receivables") against customers in Germany and secured by the Loan Collateral (as defined below) which will be selected according to the eligibility criteria (the "Eligibility Criteria{ XE "Eligibility Criteria" }") set out in "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL".

Loan Collateral (the "Loan Collateral") will consist of title to the passenger car and/or commercial vehicles which are financed with the proceeds from the Loan Agreements (the "Financed Vehicles"), the benefit of any (contingent) residual debt insurance (Restschuldversicherung) in respect of the Purchased Loan Receivables as administered by the Seller in accordance with its Credit and Collection Policy as well as any other security interests related to the Purchased Loan Receivables. The Issuer will create security over substantially all of its assets, rights, claims and interests in respect of Compartment 1 (together the "Compartment 1 Security", as more specifically defined in "MASTER DEFINITIONS SCHEDULE"), comprising primarily the Purchased Loan Receivables, the Loan Collateral and other claims of the Issuer under the Transaction 1 Documents for the benefit of the Trustee who in turn will hold the Compartment 1 Security for the benefit of the Compartment 1 Noteholders and the other Secured Parties.

The Issuer is a newly established company registered in Luxembourg as a Société Anonyme (S.A.) and is wholly owned by two Dutch Stichtings (the "Foundations"). The Issuer is a securitisation company within the meaning of and governed by the Luxembourg Securitisation Law. Under the Luxembourg Securitisation Law, the assets, liabilities and obligations of the Issuer are segregated into separate Compartments. The assets of each Compartment are by operation of the Luxembourg Securitisation Law only available to satisfy the liabilities and obligations of the Issuer which are incurred in relation to that Compartment. The liabilities and obligations of the Issuer incurred or arising in connection with the Compartment 1 Notes and the Transaction 1 Documents and all matters connected therewith will only be satisfied or discharged against the assets of Compartment 1. At the Issue Date, Compartment 1 (save for any amounts credited to the Issuer Share Capital Account) will comprise all of the assets of the Issuer. If new Compartments were to be created by the Issuer, the liabilities and obligations of the Issuer to the Corporate Services Provider would be capable of being satisfied or discharged against the assets of all the Compartments of the Issuer according to such rules as will be determined by the board of directors of the Issuer at that time. The assets of Compartment 1 will be exclusively available to satisfy the rights of the Compartment 1 Noteholders, other Secured Parties and the other creditors of the Issuer in respect of Transaction 1 and all matters connected therewith and no other creditors (unless related to Transaction 1) of the Issuer will have recourse against the assets of Compartment 1 of the Issuer. For so long as the Compartment 1 Notes remain outstanding, the Issuer will not be permitted to issue further securities in respect of any Compartment of the Issuer, or to enter into related transaction documents, unless the requirements contained in Clause 23.10 (Actions of the Issuer requiring consent) of the Trust Agreement have been satisfied. These include: (a) one or more reputable law firm(s) (as appropriate) shall have, in (a) legal opinion(s)

11

satisfactory to the Issuer, confirmed to the Issuer that as a result of the issuance of the securities or the entrance into any other transaction documents related therewith, the Issuer shall not incur any payment or other obligations in respect of its Compartment 1 or in respect of any other pre-existing Compartment; and (b) based, inter alia, on such legal opinion, the board of directors of the Issuer shall have approved the issuance of the securities and the entrance into related transaction documents.

The Class A Compartment 1 Notes are expected, on the Issue Date, to be rated Aaa by Moody’s and AAA by Fitch, the Class B Compartment 1 Notes are expected, on the Issue Date to be rated Aa2 by Moody’s and A by Fitch.

The Issuer will enter into one or more interest rate swaps with the Swap Counterparty which will enable the Issuer to exchange a fixed interest rate into EURIBOR. The Swap Counterparty and its successor, as the case may be, must be an Eligible Counterparty unless the Rating Agencies have expressly confirmed that its cessation to be an Eligible Counterparty does not result in the then current rating of the Compartment 1 Notes being downgraded.

The Seller as Servicer will service, collect and administer the Purchased Loan Receivables and the Loan Collateral on behalf of the Issuer pursuant to a servicing agreement (the "Servicing Agreement"). It will do so using the same degree of care and diligence as it would have used if the Portfolio and the Loan Collateral had remained its property.

12

STRUCTURE DIAGRAM

This structure diagram of Transaction 1 is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Offering Circular.

Silver Arrow S.A., Compartment 1

DaimlerChrysler Bank AG(Seller and Servicer)

Purchase Price

Swap Counterpartyfixed

floating

Class A Compartment 1 Notes Class B Compartment 1 Notes

Compartment 1 Noteholders

sale of Portfolio of LoanReceivables secured by

Loan Collateral

net proceeds of the issue

Loan Agreements

Obligors

Interest Collections Principal Collections

interest and principal

on-payment of Collections

13

PARTIES TO TRANSACTION 1

Issuer The Issuer is a securitisation company within the meaning of the Luxembourg Securitisation Law. The Issuer has been established to operate as a multi-issuance, multi-seller securitisation conduit for the purposes of, on an on-going basis, purchasing assets, directly or via intermediary purchasing entities, from several selling entities, or assuming the credit risk in respect of assets in any other way, and funding such purchases or risk assumptions in particular in the asset-backed markets (see "THE ISSUER" –Corporate Purpose of the Issuer). Each such securitisation transaction can be structured as a singular or as a revolving purchase of assets (or other assumption of credit risk) and shall be separate from all other securitisations entered into by the Issuer. To that end, the Issuer shall ensure that each such securitisation shall be entered into in respect of a separate Compartment (see below).

Under the Luxembourg Securitisation Law, the assets, liabilities and obligations of the Issuer are segregated into separate compartments (each a "Compartment"). The assets of each Compartment are by operation of the Luxembourg Securitisation Law only available to satisfy the liabilities and obligations of the Issuer which are incurred in relation to that Compartment. The liabilities and obligations of the Issuer incurred or arising in connection with the Compartment 1 Notes and the other Transaction 1 Documents, including, for the avoidance of doubt, the liabilities and obligations of the Issuer to the Corporate Services Provider under the Corporate Services Agreement in respect of Transaction 1, and all matters connected therewith will only be satisfied or discharged against the assets of Compartment 1. At the Issue Date, Compartment 1 (save for any amounts credited to the Issuer Share Capital Account) will comprise all of the assets of the Issuer. The assets of Compartment 1 will be exclusively available to satisfy the rights of the Compartment 1 Noteholders, other Secured Parties and the other creditors of the Issuer in respect of the other Transaction 1 Documents and all matters connected therewith, and no other creditors (unless related to Transaction 1) of the Issuer will have any recourse against the assets of Compartment 1 of the Issuer. For so long as the Compartment 1 Notes remain outstanding, the Issuer will not be permitted to issue further securities in respect of any Compartment of the Issuer, or to enter into related transaction documents, unless the requirements contained in Clause 23.10 (Actions of the Issuer requiring consent) of the Trust Agreement have been satisfied. These include: (a) one or more reputable law firm(s) (as appropriate) shall have, in (a) legal opinion(s) satisfactory to the Issuer, confirmed to the Issuer that as a result of the issuance of the securities or the entrance into any other transaction documents related therewith, the Issuer shall not incur any payment or other obligations in respect of its Compartment 1 or in respect of any other pre-existing Compartment; and (b) based, inter alia, on such legal opinion, the board of directors of the Issuer shall have approved the

14

issuance of the securities and the entrance into related transaction documents.

Foundations Stichting Bertdan and Stichting Cannelle, Dutch foundations (stichtingen) established under the laws of The Netherlands whose statutory seats are in Amsterdam and whose registered offices are at Amsteldijk 166, 1079 LH Amsterdam, The Netherlands (together the "Foundations"). The Foundations together own all of the issued shares of the Issuer. The Foundations do not have shareholders.

Compartment 1 The first Compartment of the Issuer in respect of which the Issuer will issue the Compartment 1 Notes and enter into the other Transaction 1 Documents, create the Compartment 1 Security and open the Issuer Accounts-C1.

Seller DaimlerChrysler Bank AG, a wholly-owned subsidiary of DaimlerChrysler Financial Services AG. DaimlerChrysler Financial Services AG is a wholly-owned subsidiary of DaimlerChrysler AG.

Borrower In respect of a Loan Receivable a Person (including consumers and businesses) to whom the Seller has advanced auto loans on the terms of the relevant Loan Agreement.

Obligors The Borrowers and those Persons who have guaranteed the obligations of any Borrower in respect of a Purchased Loan Receivable.

Servicer The Seller, in its capacity as Servicer.

Swap Counterparty IXIS Corporate & Investment Bank, London Branch. If the Swap Counterparty ceases to be an Eligible Counterparty (and unless this would not, according to explicit (not necessarily written) confirmation from the Rating Agencies, result in the then current rating of the Compartment 1 Notes being downgraded), the Swap Counterparty shall seek to mitigate such down-grading, by (A) effecting a transfer, within thirty (30) days following the down-grade of such Swap Counterparty's rights and obligations under the Swap Agreement to another Eligible Counterparty in accordance with the terms of the Swap Agreement, or (B) by taking other remedial action more specifically described in "SUMMARY OF THE OTHER TRANSACTION 1 DOCUMENTS — Swap Agreement". See also "THE SWAP COUNTERPARTY".

Trustee J.P. Morgan Corporate Trustee Services Limited.

Secured Parties The Compartment 1 Noteholders, the Trustee, the Seller, the Servicer (if different), the Subordinated Lender, the Lead Managers, the Swap Counterparty, the Principal Paying Agent, the Luxembourg Paying Agent, the Interest Determination Agent, the Luxembourg Listing Agent, the Transaction

15

Calculation Agent, the Issuer Account Bank, the Data Trustee and the Corporate Services Provider.

Lead Managers Fortis Bank S.A./N.V. and Société Générale, London Branch.

Subordinated Lender DaimlerChrysler Bank AG.

Issuer Account Bank JPMorgan Chase Bank N.A., London Branch.

Data Trustee JPMorgan AG.

Interest Determination Agent JPMorgan Chase Bank N.A., London Branch.

Transaction Calculation Agent JPMorgan Chase Bank N.A., London Branch.

Principal Paying Agent JPMorgan Chase Bank N.A, London Branch.

Luxembourg Paying Agent J.P. Morgan Bank Luxembourg S.A..

Luxembourg Listing Agent J.P. Morgan Bank Luxembourg S.A..

Common Depositary JPMorgan Chase Bank N.A., London Branch.

Corporate Services Provider Structured Finance Management (Luxembourg) S.A..

Rating Agencies Moody’s and Fitch.

16

TRANSACTION 1

Overview On the Purchase Date, the Seller will sell and assign to the Issuer (the Issuer acting in respect of its Compartment 1), against payment of the Purchase Price (EUR 699,996,647.88), all of its rights, titles and claims, to receive Principal and Interest in respect of the Portfolio and related Loan Collateral which will be selected according to the Eligibility Criteria. See "Eligibility Criteria". The Eligibility Criteria are to be fulfilled as of the Cut-Off Date, and certain representations and warranties of the Seller in respect of the Purchased Loan Receivables (the "Seller Loan Warranties") are to be fulfilled as of the Closing Date.

The Issuer is a newly established company registered in Luxembourg as a Société Anonyme (S.A.) and will be wholly owned by the Foundations. The Issuer will enter into all Transaction 1 Documents by acting in respect of its Compartment 1.

The related Loan Collateral will consist of certain security rights of the Seller which have been granted to the Seller by the Obligors to secure the Obligors' obligations under the Loan Agreements. Such security will include, title to the Financed Vehicles, the benefit of any (contingent) residual debt insurance claims (Restschuldversicherung) in respect of the Purchased Loan Receivables as administrated by the Seller in accordance with its Credit and Collection Policy as well as any other security interest related to the Purchased Loan Receivables. The Issuer will create the Compartment 1 Security for the benefit of the Trustee who in turn will hold the Compartment 1 Security for the benefit of the Compartment 1 Noteholders and the other Secured Parties under the Trust Agreement securing their respective payment claims backed by the assets of Compartment 1.

Each Class will be issued into the euro debt capital market, be listed and carry at least two ratings from the Rating Agencies. The most senior Class should be rated AAA by Fitch and Aaa by Moody’s.

The Issuer will (acting in respect of its Compartment 1) enter into interest rate swaps with the Swap Counterparty (each a "Swap") which will enable the Issuer to exchange a fixed interest rate into EURIBOR. The Swap Counterparty and its successor, as the case may be, must be Eligible Counterparty.

The Compartment 1 Notes have the benefit of credit enhancement through (i) subordination and (ii) the General Reserve Amount. The General Reserve Amount will be funded, as of the Issue Date, with EUR 31,500,000 being the nominal amount the Issuer will raise through the Subordinated Loan. See "CREDIT STRUCTURE AND FLOW OF FUNDS — Credit Enhancement".

Under the Servicing Agreement, the Servicer will, on behalf of

17

the Issuer, conduct the servicing of the Purchased Loan Receivables and the Loan Collateral on the basis of its Credit and Collection Policy and will apply the same degree of care and diligence as it would have used if the Purchased Loan Receivables and the Loan Collateral had remained its property.

Compartment 1 Notes The EUR 647,750,000.00 class A floating rate Compartment 1Notes due July 2012 (the "Class A Compartment 1 Notes"), and the EUR 52,250,000.00 class B floating rate Compartment 1notes due July 2012 (the "Class B Compartment 1 Notes") will be backed by the Purchased Loan Receivables and the Loan Collateral. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES".

Issue Date/Purchase Date 10 November 2005.

Purchase Price The Aggregate Outstanding Loan Principal Amount as of the Cut-off Date (EUR 699,996,647.88).

Cut-Off Date 30 September 2005.

Class A Compartment 1 Notes The EUR 647,750,000.00 floating rate class A notes due July

2012, consisting of 5,182 notes, each in the nominal amount of EUR 125,000 (the "Class A Compartment 1 Notes"). The Class A Compartment 1 Notes rank senior to the Class B Compartment 1 Notes (as defined below).

Class B Compartment 1Notes The EUR 52,250,000.00, floating rate class B notes due July

2012, consisting of 418 notes, each in the nominal amount of EUR 125,000 (the "Class B Compartment 1 Notes").

Use of Proceeds The aggregate net proceeds from the issue of the Compartment 1 Notes amounting to approximately EUR 700 million will be used by the Issuer to purchase, on the Purchase Date, Eligible Loan Receivables secured by Loan Collateral from the Seller, and residual amounts, if any, will be invested by the Issuer in Authorised Investments.

Trust Agreement The Issuer has entered into a trust agreement (the "Trust Agreement") with, inter alios, the Trustee under which the Issuer has appointed the Trustee to act as its trustee for theCompartment 1 Noteholders and the other Secured Parties and the Issuer has separately undertaken to the Trustee to duly make all payments owed to the Compartment 1 Noteholders and the other Secured Parties (the "Trustee Claim").

Status of theCompartment 1 Notes The Compartment 1 Notes are issued (begeben) pursuant to the

terms of a subscription agreement (the "Subscription Agreement") dated the Issue Date between the Issuer (acting in respect of its Compartment 1), the Seller, the Lead Managers and the Trustee. The Compartment 1 Notes are secured by the

18

Compartment 1 Security pursuant to the Trust Agreement. In point of security and as to the payment of both interest and principal, the Class A Compartment 1 Notes rank in priority to the Class B Compartment 1 Notes, provided however that, prior to occurrence of an Enforcement Event, principal on the Class A Compartment 1 Notes and the Class B Compartment 1 Notes shall be redeemed, on each Payment Date, on a prorata basis across the two Classes of Compartment 1 Notes for so long as no Sequential Amortisation Event has occurred. See "CREDIT STRUCTURE AND FLOW OF FUNDS — Sequential amortisation versus pro rata amortisation". Should the Trustee, in performing its duties under the Trust Agreement, be in a conflict of interest between theinterests of the two Classes of Compartment 1 Noteholders and the interests of the other Secured Parties the Trustee shall give due regard to the interests of the respective Controlling Party.

The Compartment 1 Notes are obligations of the Issuer in relation to its Compartment 1 only. See "RISK FACTORS —Liability under the Compartment 1 Notes".

Payment Date (in respect of the first Payment Date) 15 December 2005 and thereafter the 15th of each calendar month, provided that if any such day is not a Business Day, the relevant Payment Date will fall on the next following Business Day. Any reference to a Payment Date relating to a given Collection Period shall be a reference to the Payment Date falling within the calendar month following such Collection Period.

Final Maturity Date The Payment Date falling on 16 July 2012.

Presentation Period The presentation period for the Global Notes shall end five (5) years after the Final Maturity Date.

Interest on the Compartment 1 Notes The interest rate applicable to the Compartment 1 Notes from

time to time is one month EURIBOR plus:

(a) in the case of the Class A Compartment 1 Notes, a margin of 0.05% per annum; and

(b) in the case of the Class B Compartment 1 Notes, a margin of 0.16% per annum; and

Interest is payable in euros on each Payment Date for each Interest Period in arrear on the respective Outstanding Note Principal Amount. Each Interest Period begins on (and includes) a Payment Date (or, in the case of the first Interest Period, the Issue Date) and ends on (but excludes) the next Payment Date.

Interest payments will be made subject to withholding or deduction tax (if any) required by law or its interpretation as applicable to the Compartment 1 Notes without the Issuer or any Paying Agent being obliged to pay additional amounts as a consequence of any such withholding or deduction.

19

Amortisation Methods Unless on the relevant Payment Date a Sequential Amortisation Event or an Enforcement Event has occurred, the Adjusted Total Principal Collections for that Payment Date shall be applied to redeem the Class A Compartment 1 Notes and the Class B Compartment 1 Notes on a pro rata basis as described further herein. See "CREDIT STRUCTURE AND FLOW OF FUNDS — Sequential amortisation versus pro rata amortisation" and "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.1 (Amortisation – Pre-enforcement)".

If on the relevant Calculation Date a Sequential Amortisation Event has occurred but no Enforcement Event has occurred, the Adjusted Total Principal Collections for the immediately following Payment Date will be applied to redeemthe Class A Compartment 1 Notes and the Class B Compartment 1 Notes on a sequential basis so that Adjusted Total Principal Collections are applied to redeem principal first in respect of the Class A Compartment 1 Notes, then in respect of the Class B Compartment 1 Notes as described further herein. See "CREDIT STRUCTURE AND FLOW OF FUNDS — Sequential amortisation versus pro rata amortisation" and "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.1 (Amortisation — Pre-enforcement)".

If at any time an Enforcement Event has occurred, Available Post-enforcement Funds shall be applied for the redemption of the Compartment 1 Notes on a sequential basis as set forth in and subject to the Post-enforcement Priority of Payments. See "POST-ENFORCEMENT PRIORITY OF PAYMENT".

Set-off against claims of DaimlerChrysler Bank AG If DaimlerChrysler Bank AG in its capacity as Servicer has

breached any of its obligations under the Servicing Agreement and if as a result of such breach the Issuer has a claim for the payment of damages against DaimlerChrysler Bank AG and such indemnification has become due and payable, then the Issuer will be entitled to set-off its indemnification claim(s) against all its payment obligations to DaimlerChrysler Bank AG under, inter alia, the Subordinated Loan Agreement (entered into by DaimlerChrysler Bank AG in its capacity as Subordinated Lender) or the Loan Receivables Purchase Agreement (entered into by DaimlerChrysler Bank AG in its capacity as Seller).

Early Redemption In the event of a breach of the Eligibility Criteria or the Seller Loan Warranties, the Seller is required to pay the Issuer certain Deemed or Unwind Collections (at the then current Outstanding Loan Principal Amount of the affected Purchased Loan Receivables) which, when received by the Issuer, the Issuer has to use to redeem the Compartment 1 Notes prematurely in accordance with and subject to the applicable amortisation method (see above "Amortisation Methods"). Moreover, if the Aggregate Outstanding Loan Principal Amount has been reduced to less than 10% of the Aggregate Outstanding Loan Principal Amount at the Purchase Date, the Seller (provided that

20

no Enforcement Event has occurred) will have the option (the "Clean-Up Call Option") under the Loan Receivables Purchase Agreement to Acquire all outstanding Purchased Loan Receivables provided that, inter alia, the Seller pays to the Issuer Deemed or Unwind Collections (equal to the then current Aggregate Loan Outstanding Principal Amount) that will be sufficient for the Issuer to redeem, together with funds then credited to the General Reserve Account-C1 and to the Operating Account-C1, all outstanding Compartment 1 Notes, to pay all interest accrued thereon and to pay all claims ranking prior to the Compartment 1 Noteholders pursuant to the Applicable Priority of Payments. If the Clean-Up Call Option is rightfully exercised, the Compartment 1 Notes must be redeemed prematurely. (See "Deemed or Unwind Collections" and "Clean-Up Call Option" below and "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES —Condition 8.3 (Clean Up Call) " and "SUMMARY OF THE OTHER TRANSACTION 1 DOCUMENTS — Loan Receivables Purchase Agreement"). Furthermore, the Issuer shall in the circumstances described in Condition 8.4 (Optional Tax Redemption) be entitled to redeem the Compartment 1 Notes early for tax reasons. For the purposes of the Swap Agreement, any early redemption described in this paragraph "Early Redemption" shall constitute a (partial) no cost termination event with no termination payments being payable by either party. See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS".

Final Redemption On the Final Maturity Date the Issuer shall, subject to the Applicable Priority of Payments, redeem the then Outstanding Note Principal Amount of the Compartment 1 Notes and pay interest accrued thereon.

Limited Recourse The Compartment 1 Notes will be limited recourse obligations of the Issuer. If in accordance with the Applicable Priority of Payments available funds are not sufficient, after payment of all other claims ranking in priority to the relevant Compartment 1 Notes, to cover all payments due in respect of such Compartment 1 Notes, the remaining funds shall be applied in accordance with the Applicable Priority of Payments and no other assets of the Issuer will be available for payment of any shortfall. After the enforcement of all the Compartment 1 Security and the distribution of all Available Post-enforcement Funds, claims in respect of any remaining shortfall will be extinguished.

Subordinated Loan The EUR 31,500,000 subordinated loan the Subordinated Lender will be advancing to the Issuer under the Subordinated Loan Agreement entered into by, inter alios, the Issuer (acting through its Compartment 1), the Subordinated Lender and the Trustee. The Issuer will use the Subordinated Loan to fund the General Reserve Amount as of the Issue Date.

21

General Reserve Account-C1 On the Issue Date, the Subordinated Lender will have paid the Subordinated Loan of EUR 31,500,000 as General Reserve Amount to the Issuer, and the Issuer will credit it into the general reserve account of the Issuer relating to its Compartment 1 (the "General Reserve Account-C1") held with the Issuer Account Bank. All funds held in the General Reserve Account-C1 from time to time are referred to as the "General Reserve Amount". The General Reserve Account-C1 will be available to support payments under the Pre-Enforcement Interest Priority of Payment or the Post-Enforcement Priority of Payments to the extent that Adjusted Interest Collections are not sufficient to satisfy the Issuer’s Obligations. Drawings from the General Reserve Account-C1 will be replenished (i) with Recoveries and (ii) with Excess Spread but only to the extent of Liquidity Drawings.

Credit Enhancement The Compartment 1 Notes have the benefit of credit enhancement provided through (i) subordination, and (ii) the General Reserve Amount. See "CREDIT STRUCTURE AND FLOW OF FUNDS — Credit Enhancement".

Transaction 1 Accounts For the purposes of Transaction 1, the Issuer will (acting in respect of its Compartment 1) be opening and maintaining the General Reserve Account-C1 and the Operating Account-C1 into which, inter alia, the Lead Managers will pay, on the Issue Date, the net proceeds of the issue and from which account the Issuer will pay the Purchase Price (EUR 699,996,647.88) on the Purchase Date to the Seller (see the "THE TRANSACTION 1 ACCOUNTS"). The Servicer will on-pay Collections of Principal and Interest (including Deemed or Unwind Collections) and the Swap Counterparty will pay Swap Net Cashflow into the Operating Account-C1. The Issuer will use the Operating Account-C1 as the basis for making all Transaction 1-related payments on account of expenses and payments due to Compartment 1 Noteholders and to the other Secured Parties, including Swap Net Cashflow to the Swap Counterparty. The Issuer will also be operating and maintaining the Commingling Reserve Account-C1 into which the Servicer will transfer any amounts constituting the Commingling Reserve Cash Collateral. The Trustee may at any time during the life of Transaction 1, at its sole discretion, open a trust account (the "Trust Account") for the benefit of the Compartment 1 Noteholders and the other Secured Parties. Following the occurrence of an Enforcement Event, the Trustee will be entitled, vis-á-vis the Issuer, to redirect cashflows due from the Issuer’s obligors in respect of Transaction 1 directly into the Trust Account (if any). The Issuer and the Trustee (as applicable) shall, during the life of Transaction 1, maintain the General Reserve Account-C1, the Operating Account-C1, the Commingling Reserve Account-C1 and the Trust Account (if any) with banks or financial institutions that are Eligible Counterparties provided that, in the case of the Trust Account, the relevant bank or financial institution must also

22

be an Eligible Bank.

Ledgers The Transaction Calculation Agent will be keeping three ledgers relating to the Issuer Accounts-C1, one in respect of the calculation of Unreimbursed Defaulted Amounts (the "Unreimbursed Defaulted Amount Ledger"), one in respect of the calculation of Unreimbursed Reallocated Principal Collections (the "Unreimbursed Reallocated Principal Collection Ledger"), and one in respect of Unreimbursed Liquidity Drawings (the "Unreimbursed Liquidity Drawing Ledger").

Swap Collateral In the event that the Swap Counterparty should post any cash or securities collateral to the Issuer in connection with the Swap Agreement, the Issuer shall hold such collateral in a separate swap collateral account which shall bear interest and shall be segregated from the Issuer Accounts-C1, the Trust Account (if any) and from the general cash flow of the Issuer. Funds deposited in such swap collateral account shall not constitute Collections and shall be monitored on a specific collateral ledger. They shall secure solely the payment obligations of the Swap Counterparty to the Issuer under the Swap Agreement and shall not secure any obligations of the Issuer.

Priority of Payments The Issuer and/or the Trustee will make payments to the Compartment 1 Noteholders and other third parties on the basis of three different priorities of payments: Prior to the occurrence of an Enforcement Event, the Issuer will (i) pay, inter alia, taxation and administration expenses, Swap Net Cashflow payable to the Swap Counterparty and interest on the Compartment 1 Notes in accordance with the Pre-enforcement Interest Priority of Payments (see "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS") and (ii) make payments of principal to the Compartment 1 Noteholders in accordance with the Pre-enforcement Principal Priority of Payments (see "PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS"). (The Pre-enforcement Interest Priority of Payments and the Pre-enforcement Principal Priority of Payments are jointly referred to as "Pre-enforcement Application of Funds".) Subsequent to the occurrence of an Enforcement Event, the Trustee will, on behalf of the Issuer, make all distributions of Available Post-enforcement Funds (or procure that all such distributions be made) in accordance with the Post-enforcement Priority of Payments (see "POST-ENFORCEMENT PRIORITY OF PAYMENTS").

Collections "Collections" shall be the aggregate of the Principal Collections and the Interest Collections.

Collection Period With respect to the first Collection Period, the period commencing on (and including) the Cut-Off Date and ending on

23

(and including) the last day of November 2005 and with respect to each following Collection Period each calendar month thereafter.

Pre-enforcement Interest Priority of Payments Adjusted Interest Collections (as defined below) and the

General Reserve Amount from time to time are available to pay, on each Payment Date, the items listed in the Pre-enforcement Interest Priority of Payments. "AdjustedInterest Collections" shall mean, on each Payment Date, the aggregate of (i) the Interest Collections, (ii) any Reallocated Principal Collections, (iii) any Swap Net Cashflow received by the Issuer from the Swap Counterparty and (iv) any Liquidity Drawings. See "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS".

Pre-enforcement PrincipalPriority of Payments Adjusted Total Principal Collections are used to pay, on each

Payment Date, the items listed in the Pre-enforcement Principal Priority of Payments. "Adjusted Total Principal Collections" means, on each Payment Date, the Total Principal Collections, minus the Interest Collections Shortfall for such Payment Date (the Interest Collections Shortfall for such Payment Date will, as Reallocated Principal Collections for such Payment Date, become a part of the Adjusted Interest Collections, see above "Pre-enforcement Interest Priority of Payments"). "Total Principal Collections" means, on each Payment Date, the Principal Collections, including for the avoidance of doubt, amounts treated as Principal Collections pursuant to Pre-Enforcement Interest Priority of Payments. See "PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS" and "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS".

Deemed or UnwindCollections Pursuant to the provisions of the Loan Receivables Purchase

Agreement, the Seller will be obligated to pay Deemed or Unwind Collections if it has, as of the Cut-Off Date, breached the Eligibility Criteria, or as of the Closing Date breached the Seller Loan Warranties or if it exercises the Clean-Up Call Option, see "Clean-Up Call Option" below. The sum to be paid by the Seller to the Issuer (the "Deemed or Unwind Collections") shall equal the then Outstanding Loan Principal Amount of the affected Purchased Loan Receivable or, in the case of a clean-up call, the then Aggregate Outstanding Loan Principal Amount. (The Deemed or Unwind Collections will be collected by the Servicer from the Seller, if the Servicer and the Seller are not the same Person.)

Clean-Up Call Option The Seller will have the right (but not the obligation) to exercise the Clean-Up Call Option (provided that on the relevant Payment Date no Enforcement Event has occurred) and Acquire the remaining Purchased Loan Receivables from the Issuer against payment of Deemed or Unwind Collections (being the then Aggregate Outstanding Loan Principal Amount ("aktueller

24

Wert") of the remaining Purchased Loan Receivables) if the Clean-Up Call Conditions are satisfied. "Clean-Up Call Conditions" means the dual requirement that (i) as of any Payment Date on which the Aggregate Outstanding Loan Principal Amount is less than 10% of the Aggregate Outstanding Loan Principal Amount at the Purchase Date and (ii) the Deemed or Unwind Collections payable by the Seller on the relevant Clean-Up Call Early Amortisation Date (see below) will be sufficient, together with funds then credited to the Issuer Accounts-C1, to redeem the Class A Compartment 1 Notes and the Class B Compartment 1 Notes in full, together with interest accrued thereon, and to pay all amounts due to creditors ranking in priority to the Compartment 1 Noteholders, on the next following Payment Date provided that the Seller exercises the Clean-Up Call Option at least one month prior to the next following Payment Date, such next following Payment Date shall be the "Clean-Up Call Early Amortisation Date" on which the remaining Outstanding Note Principal Amount of the Class A Compartment 1 Notes and the Class B Compartment 1 Notes shall, together with accrued interest thereon, become due and payable.

Purchased Loan Receivablesand Loan Collateral The assets and collateral backing payment in respect of the

Class A Compartment 1 Notes and the Class B Compartment 1 Notes consist of the Purchased Loan Receivables and the related Loan Collateral (as described below).

Purchased Loan Receivables Under the Loan Receivable Purchase Agreement, the Issuer will, on the Purchase Date purchase from the Seller certain auto loan claims (Principal and Interest) originated by the Seller as lender, each pursuant to the terms of the relevant Loan Agreement (the "Purchased Loan Receivables"). The Purchased Loan Receivables are owed by the respective obligors (together, the "Obligors"). The Purchased Loan Receivables are euro denominated and are bearing fixed rate interest as set forth in the relevant Loan Agreements. Principal under each Purchased Loan Receivable will be repayable on a monthly amortising basis including the possibility of larger portions of bullet repayments. Purchased Loan Receivables shall not include any amounts owed under or in connection with Loan Agreements other than Principal and Interest. If a Purchased Loan Receivable should partially or totally fail to conform as of the Cut-Off Date with any Eligibility Criterion and/or as of the Closing Date with any Seller Loan Warranty, the Seller shall be obliged to pay Deemed or Unwind Collections in respect thereof. (See "Deemed or Unwind Collection" above.) Pursuant to the Servicing Agreement, the Servicer shall be authorised to modify within the limits of the Eligibility Criteria (applied as of the date of such modification) the terms of a Purchased Loan Receivable.

Loan Collateral Loan Collateral includes the following items: (i) title to the respective Financed Vehicles (Sicherungseigentum) securing the Purchased Loan Receivables, (ii) any (contingent) residual debt

25

insurance claims (Restschuldversicherung) in respect of the Purchased Loan Receivables as administered by the Seller in accordance with its Credit and Collection Policy as well as (iii) any other security interests related to the Purchased Loan Receivables. The Servicer will be entitled to release or replace, on behalf of the Issuer, Loan Collateral (i) in accordance with the Seller’s customary business practices as further described in the Credit and Collection Policy and/or (ii) in compliance with mandatory provisions of German law to avoid any excessive security (Übersicherung). Pursuant to the Servicing Agreement, the Servicer will be obligated to enforce the Loan Collateral held by it as aforesaid upon a Purchased Loan Receivable becoming a Defaulted Loan Receivable in accordance with the Credit and Collection Policy. Recoveries will be paid by the Servicer to the Issuer as part of the Interest Collections in accordance with the Servicing Agreement. To the extent any Loan Collateral is, in accordance with its terms, also securing non-securitised claims of the Seller, the Issuer will re-transfer such Loan Collateral to the Seller upon full and final satisfaction of the Issuer in respect of the relevant Purchased Loan Receivables.

Servicing Agreement Under the Servicing Agreement, the Servicer has agreed (i) to administer the Purchased Loan Receivables and the Loan Collateral and in particular to collect the Purchased Loan Receivables in accordance with its Credit and Collection Policy, (ii) to enforce the Loan Collateral upon a Purchased LoanReceivable becoming a Defaulted Loan Receivable in accordance with the Credit and Collection Policy, (iii) to release or replace, on behalf of the Issuer, Loan Collateral in accordance with its Credit and Collection Policy (as further discussed in "Loan Collateral" above), and (iv) to perform other tasks incidental to the above.

To mitigate the commingling risk of Transaction 1, the Servicer and, inter alios, the Issuer will enter into the Commingling Reserve Account Agreement under which the Commingling Reserve Cash Collateral (to be) credited to the Commingling Reserve Account-C1 (held by the Issuer) shall on the Issue Date and as of each Payment Date be equal to at least the Commingling Reserve Required Amount. See "RISK FACTORS" and "CREDIT STRUCTURE AND FLOW OF FUNDS".

Pursuant to the provisions of the Servicing Agreement, if an Obligor Notification Event occurs, the Servicer shall promptly deliver an Obligor Notification Event Notice and, if the Servicer fails to deliver such Obligor Notification Event Notice within five (5) Business Days after the Obligor Notification Event, the Issuer shall have the right to deliver or to instruct a substitute Servicer or an agent that is compatible with the Secrecy Rules to deliver on its behalf the Obligor Notification Event Notice provided that, subject always to the Secrecy Rules and in accordance with the terms of the Data Trust Agreement, the Data Trustee shall at the request of the Issuer have to despatch the decryption key to the Trustee or any substitute Servicer

26

(succeeding in the event of termination of the appointment of the existing Servicer). The Data Trustee shall fully co-operate with the outgoing Servicer, the Issuer, any substitute Servicer and any agents of the Issuer that are compatible with the Secrecy Rules. See "Data Trust Agreement" and "SUMMARY OF THE OTHER PRINCIPAL DOCUMENTS" ─ "Servicing Agreement" and "Data Trust Agreement".

Data Trust Agreement Pursuant to the terms of the Data Trust Agreement, the Seller will deliver to the Data Trustee the decryption key relating to the encrypted portfolio information received by the Issuer from the Seller under the Loan Receivable Purchase Agreement. The Data Trust Agreement has been structured to comply with the Secrecy Rules. Pursuant to the Data Trust Agreement, the Data Trustee will keep the decryption key in safe custody and will protect it against unauthorised access by third parties.

If a Servicer Termination Event has occurred, pursuant to the Data Trust Agreement the Data Trustee will fully co-operate with the outgoing Servicer, the Issuer, any substitute Servicer appointed by the Issuer and with agents of the Issuer that are compatible with the Secrecy Rules and use its best endeavours to ensure that all information necessary to permit timely Collections from the Obligors, in particular the decryption key, is at the request of the Issuer duly and swiftly transferred to either the Trustee or the substitute Servicer.

Taxation All payments of principal of and interest on the Compartment 1 Notes will be made free and clear of, and without any withholding or deduction for, or on account of, tax (if any) applicable to the Compartment 1 Notes under any applicable jurisdiction, unless such withholding or deduction is required by law or its interpretation. If any such withholding or deduction is imposed, the Issuer will not be obligated to pay any additional or further amounts as a result thereof. See "TAXATION".

Compartment 1 Security The Compartment 1 Security shall comprise, inter alia, the Purchased Loan Receivables, the related Loan Collateral, the Issuer’s claims against the Swap Counterparty under the Swap Agreement, any claims the Issuer might have against the Seller under the Loan Receivables Purchase Agreement and the Issuer’s interests in the Operating Account-C1, the General Reserve Account-C1 and the Commingling Reserve Account-C1. The Compartment 1 Security has been charged to the Trustee under the Trust Agreement (save for the Issuer’s claims against the Swap Counterparty under the Swap Agreement and the Issuer’s interests in respect of the Issuer Accounts-C1 which have been charged to the Trustee under the Deed of Charge and Assignment). The Trustee will hold the Compartment 1 Security for itself and for the Compartment 1 Noteholders and the other Secured Parties as third-party beneficiaries (echter Vertrag zugunsten Dritter).

27

Funding of the Issuer The Issuer will fund the purchase of the Portfolio and the Loan Collateral from the Seller by utilising the net proceeds of the issue of the Compartment 1 Notes for the payment of the Purchase Price (EUR 699,996,647.88). To raise the General Reserve Amount, the Issuer will obtain funding under the Subordinated Loan from the Subordinated Lender.

Swap Agreement As the Purchased Loan Receivables bear interest at a fixed rate, determined in accordance with the Loan Agreements, but the Class A Compartment 1 Notes and the Class B Compartment 1 Notes will bear interest at a floating rate calculated by reference to EURIBOR, it will be necessary for the Issuer to effect on each Payment Date an exchange of the swap fixed interest rate for EURIBOR on the Swap Notional Amount. To that end, the Issuer has entered into a Swap Agreement with the Swap Counterparty pursuant to the 1992 ISDA Master Agreement and a rating compliant Schedule and Confirmation (the "Swap Agreement"). The Swap Agreement shall terminate on the Swap Termination Date (unless terminated previously by reason of the occurrence of an event of default or termination event). If the Swap Counterparty ceases to be an Eligible Counterparty (and unless this would not, according to confirmation from the Rating Agencies, result in the then current rating of the Compartment 1 Notes being downgraded), the Swap Counterparty shall use its reasonable endeavours to (A) transfer as soon as practicable but in any event within thirty (30) days following such down-grade, at its own costs, all the Swap Counterparty's rights and obligations under the Swap Agreement to another Eligible Counterparty in accordance with the terms of the Swap Agreement or (B) take other remedial action provided that if the Swap Counterparty fails to do so, the Issuer shall be entitled to terminate the Swap Agreement. See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS —Swap Agreement".

Corporate ServicesAgreement Pursuant to the Corporate Services Agreement, the Corporate

Services Provider shall perform certain corporate and administrative services to the Issuer and Luxembourg International Consulting S.A. shall be instructed by the Corporate Services Provider to provide certain Luxembourg domiciliation functions to the Issuer.

Transaction 1 Documents The Conditions, the Trust Agreement, the Subscription Agreement, the Agency Agreement, the Bank Account Agreement, the Transaction Calculation Agency Agreement, the Loan Receivables Purchase Agreement, the Servicing Agreement, the Commingling Reserve Account Agreement, the Data Trust Agreement and the Subordinated Loan Agreement will be governed by and construed in accordance with the laws of Germany. The Swap Agreement and the Deed of Charge and Assignment (charging the Issuer’s claims under the Swap Agreement and the Issuer’s interests in respect of the Issuer Accounts-C1 for the benefit of the Trustee) will be governed by and construed in accordance with English law. The Corporate

28

Services Agreement will be governed by and construed in accordance with the laws of Luxembourg. All Transaction 1 Documents (save for the Corporate Services Agreement) relate to Compartment 1 only.

Applicable Law The Compartment 1 Notes are governed by and are to be construed in accordance with the laws of Germany.

Tax Status of theCompartment 1 Notes See "TAXATION".

Selling Restrictions See "SUBSCRIPTION AND SALE".

Listing Application has been made to list the Compartment 1 Notes on the official list of the Luxembourg Stock Exchange and to admit them to trading on the Luxembourg Stock Exchange.

Clearing System Clearstream Luxembourg and Euroclear (see "GENERAL INFORMATION" — Payment Information).

Form and Denomination Each Class of Compartment 1 Notes will initially be represented by a Temporary Global Note of the relevant Class in bearer form, without coupons or talons attached. Interests in a Temporary Global Note will be exchangeable for interests in a Permanent Global Note. Each Permanent Global Note will be in bearer form without coupons or talons attached, will be issued not earlier than forty (40) days after the later of the commencement of the offering and the Issue Date provided certification of non-US beneficial ownership by the Compartment 1 Noteholders has been received. The Global Notes will be deposited with the Common Depositary for Clearstream Luxembourg and Euroclear. The Compartment 1 Notes (while represented by Global Notes) will be transferred in book-entry form only. The Compartment 1 Notes will be issued in denominations of EUR 125,000. The Global Notes representing the Compartment 1 Notes will, in limited circumstances, be exchangeable for definitive notes. Clearstream Banking société anonyme will hold the Global Notes for accountholders, including for the account of Euroclear Bank S.A./N.V., as the operator of the Euroclear System. See "TERM AND CONDITIONS OF THE COMPARTMENT 1 NOTES —Condition 2 (Form and Denomination)".

Ratings Class A: Aaa/AAA by Moody’s/FitchClass B: Aa2/A by Moody’s/Fitch

29

RISK FACTORS

THE PURCHASE OF CERTAIN COMPARTMENT 1 NOTES MAY INVOLVE SUBSTANTIAL RISKS AND BE SUITABLE ONLY FOR INVESTORS WHO HAVE THE KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS NECESSARY TO ENABLE THEM TO EVALUATE THE RISKS AND THE MERITS OF AN INVESTMENT IN THE COMPARTMENT 1 NOTES. PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY IN LIGHT OF THEIR OWN FINANCIAL CIRCUMSTANCES AND INVESTMENT OBJECTIVES ALL THE INFORMATION SET FORTH IN THIS OFFERING CIRCULAR AND IN PARTICULAR, THE CONSIDERATIONS SET FORTH BELOW. PROSPECTIVE INVESTORS SHOULD MAKE SUCH INQUIRIES AS THEY DEEM NECESSARY WITHOUT RELYING ON THE ISSUER OR ANY LEAD MANAGER.

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Compartment 1 Notes, These factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Compartment 1 Notes are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Compartment 1 Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Compartment 1 Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Compartment 1 Notes are exhaustive. Additional risks and uncertainties not presently known to the Issuer or that the Issuer currently believes to be immaterial could also have a material impact on the Issuer’s financial strength in relation to Compartment 1.

FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE COMPARTMENT 1 NOTES

Various factors that may affect the Issuer’s ability to fulfil its obligations under the Compartment 1 Notes are categorised below as either (i) risks related to the Purchased Loan Receivables, (ii) risks relating to the parties to Transaction 1, (iii) legal risks, (iv) tax risks and (v) structural and other credit risks. Several risks may fall into more than one of these five categories and investors should therefore not conclude from the fact that a risk factor is discussed under a specific category that such risk factor could not also be discussed under one or more other categories.

Risks related to the Purchased Loan Receivables

Non-existence of Purchased Loan ReceivablesThe Issuer is entitled to demand payment of Deemed or Unwind Collections from the Seller, but from no other Person, if Purchased Loan Receivables do not exist or cease to exist (Bestands- und Veritätshaftung) in accordance with the Loan Receivables Purchase Agreement. If a Loan Agreement relating to a Purchased Loan Receivable proves not to have been legally valid as of the relevant Cut-Off Date, the Seller will, pursuant to the Loan Receivables Purchase Agreement, pay to the Issuer Deemed or Unwind Collections in an amount equal to the then Outstanding Loan Principal Amount of such Purchased Loan Receivable (or the affected portion thereof).

Risk of Losses on the Purchased Loan ReceivablesLosses on the Purchased Loan Receivables may result in Losses for the Compartment 1 Noteholders.

30

The risk to the Class A Compartment 1 Noteholders that they will not receive the amount due to them under the Class A Compartment 1 Notes as stated on the cover page of this Offering Circular is covered up to the General Reserve Amount to the extent parties senior to the Class A Compartment 1 Noteholders are entitled to such amounts pursuant to the Applicable Priority of Payments and such risk is mitigated by the investments of principal of the Class B Compartment 1 Noteholders and the Subordinated Lender as such investments are subordinate to the Class A Compartment 1 Notes.

The risk to the Class B Compartment 1 Noteholders that they will not receive the amount due to them under the Class B Compartment 1 Notes as stated on the cover page of this Offering Circular is covered up to the General Reserve Amount to the extent parties senior to the Class A Compartment 1 Noteholders or the Class A Compartment 1 Noteholders are entitled to such amounts pursuant to the Applicable Priority of Payments and such risk is mitigated by the investments of principal of the Subordinated Lender as such investments are subordinate to the Class B Compartment 1 Notes.

There is no assurance that the Class A Noteholders will receive for each Class A Compartment 1 Note the total principal amount of EUR 125,000 plus interest of EURIBOR plus 0.05%.

There is no assurance that the Class B Noteholders will receive for each Class B Compartment 1 Note the total principal amount of EUR 125,000 plus interest of EURIBOR plus 0.16%.

Risk of ''re-characterisation'' of a sale as loan secured by loan receivablesThe transaction is structured to qualify under German law as an effective (true) sale of the Loan Receivables under the Loan Receivables Purchase Agreement from the Seller to the Issuer and not as a secured loan. In particular, the Subordinated Loan will not be used to fund the Purchase Price (EUR 699,996,647.88) and the nominal amount of the Subordinated Loan will not be higher than 4.75% of the Purchase Price (EUR 699,996,647.88) paid by the Issuer for the Loan Receivables. However, there are no statutory or case law based tests as to when a securitisation transaction qualifies as an effective sale or as a secured loan. Therefore, there is a theoretical risk that a court might ''re-characterise'' the sale of Loan Receivables under the Loan Receivables Purchase Agreement into a secured loan. In such case, sections 166 and 51 no. 1 of the German Insolvency Act (Insolvenzordnung) would apply, in the context of which the assignment of the Loan Receivables would be considered as having been made for security purposes only. In this case, the Issuer would have no right to segregation (Aussonderung) in respect of the Purchased Loan Receivables but would be entitled to separation (Absonderung) only with the following consequences:

In the event of a ''re-characterisation'' of the sale into a secured loan, the Issuer would be barred from collecting the Purchased Loan Receivables and from enforcing the Loan Collateral. In other words, an insolvency administrator of the Seller as transferor of the Purchased Loan Receivables which have been assigned for security purposes is authorised by German law to enforce the assigned Purchased Loan Receivables on behalf of the assignor (i.e. the insolvent Seller) and the Issuer is barred from enforcing the Purchased Loan Receivables itself or through an agent. The insolvency administrator is obligated to transfer the proceeds from such realisation of the financed object to the Issuer. The insolvency administrator may, however, deduct from the enforcement proceeds fees which may amount to up to 4% plus up to 5% (in certain cases more than 5%) of the enforcement proceeds and value added tax, if applicable.

Accordingly, the Issuer may have to share in the costs of any Insolvency Proceedings of the Seller in Germany, reducing the amount of money available upon collection of the Purchased Loan Receivables and enforcement of the Loan Collateral to repay the Compartment 1 Notes, if the sale and assignment of the Purchased Loan Receivables by the Seller to the Issuer were regarded as a secured loan rather than a sale of receivables.

31

The Issuer has been advised, however, that the transfer of the Purchased Loan Receivables would in all likelihood be construed such that the risk of the insolvency of the Obligors lies with the Issuer (i.e. as a "true sale") and that, therefore, the Issuer would have the right to segregation (Aussonderungsrecht) of the Purchased Loan Receivables from the estate of the Seller in the event of the Seller’s insolvency and that, consequently, the cost sharing provisions described above would generally not apply with respect thereto. However, such right of segregation will not apply with respect to the Loan Collateral transferred to the Issuer, including the security interest created in respect of the Financed Vehicles relating to the Purchased Loan Receivables if Insolvency Proceedings are instituted in respect of the relevant Obligor in Germany. In that case, the cost sharing provisions will apply to the Loan Collateral.

Historical and other informationThe historical information set out in particular in "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL" is based on the historical experience and present procedures of the Seller. None of the Issuer, the Subordinated Lender, the Corporate Services Provider, the Swap Counterparty, the Lead Managers, the Trustee, the Paying Agents, the Luxembourg Listing Agent, the Interest Determination Agent, nor the Transaction Calculation Agent has undertaken or will undertake any investigation or review of, or search to verify, the historical information. There can be no assurances as to the future performance of the Purchased Loan Receivables.

Reliance on Seller Loan Warranties and Eligibility CriteriaIf the Seller Loan Warranties given by the Seller in the Loan Receivables Purchase Agreement in respect of the Portfolio and each Purchased Loan Receivable are, in whole or in part, incorrect or if the Seller has breached the Eligibility Criteria, this shall constitute a breach of contract under the Loan Receivables Purchase Agreement and the Issuer will have contractual remedies against the Seller. In the case of any related misrepresentation or breach of any Eligibility Criterion, the Seller will be required to pay Deemed or Unwind Collections to the Issuer (see the definition of Deemed or Unwind Collections in "THE MASTER DEFINITIONS SCHEDULE — Deemed orUnwind Collections". Consequently, in the event that any such representation or warranty is breached, the Issuer is exposed to the credit risk of the Seller. Should the Seller’s credit quality deteriorate, this could, in conjunction with afore-said breach of contract, undermine the Issuer’s ability to make payments on the Compartment 1 Notes.

Reliance on Credit and Collection PolicyThe Servicer will carry out the administration, collection and enforcement of the Purchased Loan Receivables in accordance with the Servicer’s Credit and Collection Policies. Accordingly, the Compartment 1 Noteholders are relying on the business judgment and practices of the Servicer as to the liquidation of the Purchased Loan Receivables against the Obligors and with respect to enforcement of the related Loan Collateral. See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Servicing Agreement" and "CREDIT AND COLLECTION POLICY".

No independent investigation and limited informationNone of the Lead Managers, the Trustee nor the Issuer has undertaken or will undertake any investigations, searches or other actions to verify any details in respect of the Purchased Loan Receivables or the Loan Agreements or to establish the creditworthiness of any Obligor or any other party to the Transaction 1 Documents. Each of the afore-mentioned Persons will rely solely on the accuracy of the representations and warranties and the financial information given by the Seller to the Issuer in the Loan Receivables Purchase Agreement in respect of, inter alia, the Purchased Loan Receivables, the Obligors, the Loan Agreements underlying the Purchased Loan Receivables and the Financed Vehicles. The benefit of the representations and warranties given to the Issuer will be transferred by the Issuer to the Trustee for the benefit of the Secured Parties under the Trust Agreement.

32

The Seller is under no obligation and will not provide the Lead Managers, the Trustee or the Issuer with the names or the identities of the Obligors and copies of the relevant Loan Agreements and legal documents in respect of the relevant Loan Agreement. The Lead Managers, the Trustee and the Issuer will only be supplied with financial information in relation to the Portfolio and the underlying Loan Agreements. Furthermore, none of the Lead Managers, the Trustee or the Issuer will have any right to inspect the Records of the Seller, however, pursuant to the terms of the Data Trust Agreement, the Issuer and the Trustee may at any time, if any of them has reasonable grounds, demand from the Data Trustee an investigation of the Records of the Seller and may request that the Data Trustee inform them about the results of its investigation provided that (i) the Data Trustee shall be entitled (and, where the nature of the investigation so requires, obligated) to sub-contract all or certain tasks related to the investigation to a reputable law firm or reputable accounting firm as Expert and (ii) provided further that the Data Trustee may not disclose to the Issuer or the Trustee the names or the identities of the Obligors and copies of the relevant Loan Agreements and legal documents in respect of the relevant Loan Agreement.

The primary remedy of the Trustee and the Issuer for breaches of any Eligibility Criteria as of the Cut-Off Date or Seller Loan Warranties as of the Closing Date will be to require the Seller to pay Deemed or Unwind Collections in an amount equal to the Outstanding Loan Principal Amount of such Purchased Loan Receivables (or the affected portion thereof) on the date of payment of the Deemed or Unwind Collections.

Notice of Assignment; Defences of the Obligors The assignment of the Purchased Loan Receivables and the assignment and transfer of the Loan Collateral is in principle "silent" (i.e. without notification to the Obligors) and may only be disclosed to the relevant Obligors in accordance with the Servicing Agreement or where the Seller agrees to such disclosure otherwise. Until the relevant Obligors have been notified of the assignment of the relevant Purchased Loan Receivables, they may pay with discharging effect to the Seller or enter into any other transaction with regard to such Purchased Loan Receivables with the Seller which will have binding effect on the Issuer and the Trustee. Furthermore, there is the possibility that, after the Cut-Off Date, Obligors may deposit funds with the Seller which funds they could use to exercise a right of set-off or counter-claim against the Purchased Loan Receivables. Each Obligor may further raise defences against the Issuer and the Trustee arising from its relationship with the Seller which are existing or contingent (begründet) at the time of the assignment of the Purchased Loan Receivables. Furthermore, each Obligor is entitled to set-off against the Issuer and the Trustee the claims the Obligor has, if any, against the Seller unless such Obligor has knowledge of the assignment upon acquiring such claims or such claims become due only after the Obligor acquires such knowledge and after the relevant Purchased Loan Receivables themselves become due. Afore-described risks are mitigated because, as of the Cut-off Date, the Seller represents and warrants to the Issuer that it is not aware that any Obligor has asserted any lien, right of rescission, counterclaim, set-off, right to contest or defence against the Seller in relation to any Loan Agreement. Furthermore, it is an Eligibility Criterion that as of the Cut-Off Date no Obligor shall have deposited funds with the Seller.

Finally, under the terms of the Servicing Agreement, the Servicer shall have to provide to the Issuer specific collateral on any Payment Date on which the outstanding amount of deposits received by the Servicer from Obligors of Purchased Loan Receivables exceeds one (1) per cent of the Aggregate Outstanding Loan Principal Amount. The amount of any such collateral shall be placed by the Issuer in an interest bearing account and shall equal on any Payment Date the outstanding amount of such deposits. To the extent that on any subsequent Payment Date the outstanding amount of deposits is less than one (1) per cent of the then Aggregate Outstanding Loan Principal Amount, the Issuer shall return the cash collateral (plus any accrued interest) to the Servicer. If on any Payment Date, the Servicer fails to provide the collateral (and does not cure such failure within four (4) Business Days after the relevant Payment Date), a Servicer Termination Event will be triggered.

33

In the case of any misrepresentation of the Seller or the breach of the Eligibility Criterion that, as of the Cut-Off Date, no Obligor shall have deposited funds with the Seller, Compartment 1 Noteholders may become exposed to the credit quality of the Seller. See "Reliance on Seller Loan Warranties and the Eligibility Criteria" below.

Conflicts of InterestIn connection with Transaction 1, the Seller will also be acting as Servicer and the Transaction Calculation Agent will also be acting as the Principal Paying Agent, the Interest Determination Agent and the Issuer Bank Account. These parties will have only those duties and responsibilities assumed under the Transaction 1 Documents, and will not, by virtue of their or any of their Affiliates acting in any other capacity, be deemed to have any other duties or responsibilities or be deemed to be held to a standard of care other than those under each Transaction 1 Document to which they are a party. The afore-mentioned parties may enter into other business dealings with each other or the Issuer (in respect of Compartments other than Compartment 1) from which they may derive revenues and profits without any duty to account therefore in connection with Transaction 1.

The Servicer may hold or service claims (for third parties) against the Obligors other than the Purchased Loan Receivables.

The wider interests or obligations of the afore-mentioned parties may therefore conflict with the interests of the Compartment 1 Noteholders.

The afore-mentioned parties may engage in commercial relations, in particular, be lender, provide general banking, investment and other financial services to the Borrowers, the Issuer (in respect of Compartments other than Compartment 1) and other parties to Transaction 1. The Corporate Services Provider may provide corporate, administrative or other services to other entities.

In such relations, the afore-mentioned parties are not obliged to take into account the interests of the Compartment 1 Noteholders. Accordingly, because of these other relations, potential conflicts of interest may arise in respect of Transaction 1.

Risks related to the parties to Transaction 1

Replacement of the ServicerIf the appointment of the Servicer is terminated, the Issuer has the right to appoint a substitute Servicer pursuant to the Servicing Agreement. There is no assurance that an appropriate substitute Servicer can be found and hired in the required time span and that this does not have a negative impact on the amount and the timing of the Collections made.

Creditworthiness of Parties to the Transaction 1 Documents, in particular, the ServicerThe ability of the Issuer to meet its obligations under the Compartment 1 Notes will be dependent, in whole or in part, on the performance of the duties by each party to the Transaction 1 Documents.

No assurance can be given that the creditworthiness of the parties to the Transaction 1 Documents, in particular, the Servicer, the Swap Counterparty and the Issuer Account Bank will not deteriorate in the future. This may affect the performance of their respective obligations under the respective Transaction 1 Documents. In particular, it may affect the administration, collection and enforcement of the Purchased Loan Receivables by the Servicer in accordance with the Servicing Agreement.

However, the credit risk mentioned before is mitigated by certain credit sensitive triggers. For example, it shall constitute a Servicer Termination Event if, inter alia, with respect to the Servicer or the Seller, an Insolvency Event occurs or the Servicer fails to perform a material obligation

34

which is not remedied within twenty (20) Business Days of notice from the Issuer or the Trustee. The Swap Counterparty and the Issuer Account Bank have to be Eligible Counterparty.

Commingling and late payment riskPursuant to the Servicing Agreement, the Servicer shall be entitled to commingle Collections made during a Collection Period with the Servicer’s own funds and the Servicer shall only be obliged to transfer all Collections of a Collection Period to the Operating Account-C1 of the Issuer no later than on the first Business Day immediately preceding the Payment Date relating to the relevant Collection Period. The commingling and late payment risk deriving from the afore-mentioned arrangement in the Servicing Agreement is mitigated by way of the Commingling Reserve Account Agreement. Pursuant to the Commingling Reserve Account Agreement, the Servicer undertakes to remit to the Issuer on the Issue Date and on any relevant Payment Date, as applicable, certain amounts by way of deposit (Kaution) providing collateral for its actual or contingent obligations under the Servicing Agreement to transfer Collections to the Issuer on each Payment Date. All remittances by or on behalf of the Servicer to the Issuer shall be made to the Issuer and shall be made in amounts sufficient to ensure that on the Issue Date and on each Payment Date funds equal to the Commingling Reserve Required Amount shall be credited to the Commingling Reserve Account-C1. The Commingling Reserve Required Amount will decrease over the life of Transaction 1 as follows:

- from (and including) the Issue Date to (and excluding) the Payment Date falling in October 2006, EUR 40 million;

- from (and including) the Payment Date falling in October 2006 to (and excluding) the Payment Date falling in October 2007, EUR 30 million;

- from (and including) the Payment Date falling in October 2007 to (and excluding) the Payment Date falling in October 2008, EUR 20 million;

- from (and including) the Payment Date falling in October 2008 to (and excluding) the Payment Date falling in October 2009, EUR 10 million;

- from (and including) the Payment Date falling in October 2009 to (and including) the earlier of (i) the Payment Date on which the Compartment 1 Notes have been fully amortised and (ii) the Final Maturity Date, EUR 5 million.

Legal risks

Section 103 Insolvency ActUnder the German Insolvency Act (Insolvenzordnung), the insolvency administrator (Insolvenzverwalter) has the right to elect at his/her discretion either rejection of performance or performance of a contract creating mutual principal obligations for the insolvent and its counterparty ("Mutual Obligations Contract" or gegenseitiger Vertrag) if such mutual principal obligations were not completely fulfilled by any party at the time of the institution of Insolvency Proceedings (section 103 of the German Insolvency Act (Insolvenzverordnung)). Due to certain voices amongst German legal authors, there is some legal uncertainty as to whether the insolvency administrator also has such election right in the case of a loan agreement under which the committed loan amount has been fully advanced by the lender. It must be noted in this context that the Seller gives a representation and warranty in the Loan Receivables Purchase Agreement that all Purchased Loan Receivables represent loan receivables that are equivalent to the maximum amount available under the relevant Loan Agreement.

If the insolvency administrator had such right to reject performance of the relevant Loan Agreements despite the Seller (as lender) having fully advanced all amounts promised thereunder,

35

an insolvency administrator of the Seller could, by such rejection of performance, extinguish outstanding Purchased Loan Receivables.

Even if the insolvency administrator chose to perform a Loan Agreement, the payment obligation of the respective Obligors (i.e. the Purchased Loan Receivables) would be novated and such novated obligation would, as a new receivable, not be subject to the assignment under the Loan Receivables Purchase Agreement with the consequence that the Obligor would be obliged to make future payments under such new receivable to the insolvency estate of the Seller and not to the Issuer. As a result, payment claims under the Loan Agreements which arise for time periods after the beginning of the Insolvency Proceedings could be due to the insolvency estate and not to the Issuer.

It appears that the majority of legal authors are still of the view that an insolvency administrator has no right pursuant to section 103 of the German Insolvency Act (Insolvenzordnung) to elect either rejection of performance or performance of the loan agreements if the insolvent lender has advanced the contractually agreed loan in full before becoming insolvent. This view is supported by a judgment of the Federal Court of Justice (Bundesgerichtshof), which was, however, not rendered with respect to Section 103 of the Insolvency Act (Insolvenzordnung) but its predecessor provision, section 17 of the Bankruptcy Act (Konkursordnung). The Issuer has been advised that, in the event of the Seller becoming insolvent, a German court would, in all likelihood, not grant the Seller’s insolvency administrator the right to elect rejection of performance or performance of the respective Loan Agreement pursuant to section 103 of the Insolvency Act (Insolvenzordnung) assuming that the above mentioned representation and warranty is true and accurate and that each Purchased Loan Receivable represents the maximum amount provided by the Seller to the respective Obligator(s) under the applicable Loan Agreement. As a result, the legal risk that section 103 of the Insolvency Act (Insolvenzverordnung) could have a negative impact on the cashflow received by the Issuer under the Purchased Loan Receivables is fairly remote.

Voidable transactions Certain transactions carried out by a debtor prior to becoming insolvent may be voidable pursuant to section 129 through 134 of the German Insolvency Act (Insolvenzordnung). Under section 131 of the German Insolvency Act (Insolvenzordnung), the insolvency administrator is entitled, subject to certain conditions, to void transactions made during a three months' period prior to the filing for insolvency provided that such transactions provided, created or made possible security or satisfaction to a creditor in a manner or at a time to which such creditor was not entitled.

Pursuant to section 130 of the Insolvency Act (Insolvenzordnung), the insolvency administrator is also entitled to void transactions which provided, created or made possible, security or satisfaction to a creditor, even if such creditor was entitled to such security or satisfaction in the manner and at the time given provided that certain adverse conditions are met. These adverse conditions are that (i) the insolvent debtor was actually insolvent at the time when the specific transaction was effected and the creditor who received security or satisfaction knew of such insolvency, or (ii) the transaction providing security or satisfaction was made after the petition for the institution of Insolvency Proceedings and the creditor who received security or satisfaction knew of such petition.

Pursuant to section 133(1) of the Insolvency Act (Insolvenzordnung), the insolvency administrator is entitled to void a transaction carried out by the insolvent debtor if (i) such transaction was entered into by the debtor in the last ten (10) years prior to the filing of the petition for the institution of Insolvency Proceedings or after such petition and (ii) such transaction was entered into with the intent of harming the debtor's general creditors, and (iii) the other party had knowledge thereof at the time of the respective transaction. The knowledge, mentioned in (iii) is presumed if the other party had knowledge of an impending inability on the part of the debtor to make payments when due and of the fact that the transaction was detrimental to the creditors. In order to determine whether or not the debtor had the intention of discriminating against the other

36

(general) creditors, the German Federal Court of Justice (Bundesgerichtshof) distinguishes in several decisions whether or not the other party was entitled to satisfaction or security. If the other party was indeed entitled to satisfaction or security, the mere knowledge of the debtor that the fulfilment of this obligation will be disadvantageous to the other creditors does not suffice. It must, in addition, be established that the debtor, when satisfying its obligation or granting the security, primarily intended to discriminate against the other creditors rather than to fulfil its obligations.

Afore-described risks of voidability are mitigated through representations and warranties by the Seller in the form of independent guarantees set out in Clause 9.1 (e) to (g) of the Loan Receivables Purchase Agreement that the Seller satisfies on the Closing Date the following conditions:

- the Seller has not taken any corporate action nor have any steps been taken or legal proceedings been started or threatened against the Seller for its winding-up, bankruptcy, insolvency, dissolution or reorganisation or for the appointment of a receiver, insolvency liquidator, other administrator, administrative receiver, trustee in bankruptcy, liquidator, sequestrator or similar officer of the Seller or of any or all of its assets or revenues;

- no action or administrative proceeding of or before any Governmental Authority or arbitrator has been started or threatened (1) which could be expected to have a Material Adverse Effect in respect of the Seller, (2) as to which there is a likelihood of an adverse judgment which could be expected to have a Material Adverse Effect in respect of the Seller or (3) which purports to affect the legality, validity or enforceability of this Agreement and/or any other Transaction 1 Document; and

- the Seller is not in a general stoppage of payment situation (Zahlungseinstellung) and/or otherwise in a situation which would oblige the Seller’s directors to take steps for the opening of Insolvency Proceedings.

On the basis of the above representations and warranties, should the Seller become insolvent, the Issuer will be able to argue that it was, when entering into the Loan Receivables Purchase Agreement on the Closing Date, acting in good faith as to the Seller’s solvency.

The insolvency administrator's right to void transactions in accordance with sections 130 and 131 of the German Insolvency Act (Insolvenzordnung) as described above (however, expressly not such transactions as voidable under section 133(1) of the German Insolvency Act (Insolvenzordnung)) is limited by the exception made in section 142 of the German Insolvency Act (Insolvenzordnung). Pursuant to section 142 of the German Insolvency Act (Insolvenzordnung), the insolvency administrator is not entitled to void transactions qualifying as "mismatching payments and transfers" and as "matching payments and transfers" if the debtor, as consideration for the transaction, directly receives an equivalent cash payment. A cash payment is equivalent if the debtor receives full compensation. Although there is no case law on this point, legal commentators hold that there is an equivalent cash payment in the case of factoring, even if the receivables are sold to the factor with a certain discount. Because of the similarities between factoring and securitisation, it is likely that securitisations will be treated in the same way.

Banking secrecyOn 25 May 2004, the Court of Appeals (Oberlandesgericht) in Frankfurt/Main ("Frankfurt Court of Appeals") rendered a decision in which the court took the view that the bank secrecy duties, owed by a bank to its customers, constitute an implied restriction on the assignability of loan receivables pursuant to section 399 of the Civil Code if the loan agreement is not a business transaction (Handelsgeschäft) within the meaning of section 343 of the German Commercial Code (Handelsgeschäft) for both the borrower and the bank (see "— Assignability of Purchased Loan Receivables" above). According to the Frankfurt Court of Appeals, such assignment restriction is

37

binding even on an insolvency administrator of a bank such that the insolvency administrator may not realise the loan receivables by sale and assignment to third parties. Furthermore the Frankfurt Court of Appeals held that a sale and assignment of loan receivables in violation of a bank's banking secrecy duty would be invalid and ineffective. Most legal commentators have rejected the reasoning and conclusions of the Frankfurt Court of Appeals. Two recent judgments by lower courts (Landgericht Frankfurt and Landgericht Koblenz) and by other courts of appeal (Stuttgartdated 6 April 2005 and Cologne dated 15 September 2005) confirm explicitly that loans subject to banking secrecy may be assigned. In addition, a judge of Germany’s highest court, the Federal Supreme Court (Bundesgerichtshof), has published a persuasive article in which he argues, amongst other things, that assignments involving, in accordance with Circular 4/97 (see below), a data trustee would not violate banking secrecy and that even assignments breaching banking secrecy would be valid (Gerd Nobbe, Bankgeheimnis, Datenschutz und Abtretung von Darlehensforderungen, Wertpapiermitteilungen 2005, 1537-1548).

The Issuer has been advised that the afore-mentioned court ruling of the Court of Appeals dated 25 May 2004 should not affect the assignment of the Purchased Loan Receivables by the Seller to the Issuer. The said court decision appears to be based on the premise that an assignment of loan receivables necessarily leads to an undue disclosure of borrower-related data, however, this premise is not correct as the assignment can be structured in a way that avoids the full up-front disclosure of the data to the assignee. As set out in detail in the Circular (the "Circular") 4/97 of the German financial regulator (Bundesaufsichtsamt für das Kreditwesen), this can be achieved by using a data trustee who keeps the decryption key (allowing access to, inter alia, the identity of each borrower) in safe custody and discloses such data only upon insolvency or material violation of the seller in respect of its obligations toward the Issuer. For the purposes of Transaction 1, the Issuer, the Seller and the Data Trustee will have agreed that certain data, including the identity and address of each Obligor, shall not be disclosed to the Issuer on the relevant Purchase Date but shall be stored in an encrypted format. The decryption key will be forwarded to the Data Trustee. Under the Data Trust Agreement, the Data Trustee will safeguard the decryption key and despatch it to a replacement Servicer or the Trustee only upon the occurrence of certain events (see "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Data Trust Agreement").

Federal Data Protection Act (Bundesdatenschutzgesetz)According to the German Federal Data Protection Act, a transfer of a customer's personal data is permitted if (a) the relevant customer has consented to such transfer or (b) such transfer is permitted by law, or (c) such transfer is (i) necessary in order to maintain the legitimate interests of the person storing the data and (ii) there is no reason to believe that the legitimate interests of the customer to prevent the processing and use of data should prevail over such other storer's interests. The Issuer is of the view that the transfer of the Obligor's personal data in connection with the assignment of the rights under the Purchased Loan Receivables relating to the Loan Collateral is in compliance with (c) above and is necessary to maintain the legitimate interests of the Seller, the Issuer and the Trustee. In addition, the Issuer is of the view that the protection mechanisms provided for in the Data Trust Agreement and the Receivables Purchase Agreement take into account the legitimate interests of the Obligors to prevent the processing and use of data by any of the Seller, the Issuer and the Trustee.

German consumer credit legislationThe provisions of the German Civil Code which incorporate the provisions of the former German Consumer Credit Act (Verbraucherkreditgesetz) into the German Civil Code apply to "linked transactions" (verbundene Geschäfte). Under relevant case law, it is possible that certain consumer loan contracts such as the Loan Agreements may be regarded as consumer credit contracts. In transactions in which a consumer credit arrangement provides the funding for the relevant goods such as moveable equipment (including vehicles) and services such as related insurances, any defences the consumer might have against the supplier of such goods or services may also be raised against the lender or other provider of financings regardless of any agreements

38

to the contrary between consumer, supplier and lender. Accordingly, defences may also, in principle, be raised against the Purchased Loan Receivables, even if explicitly excluded in the Loan Agreements or other underlying documents the relevant Obligor has entered into.

If a consumer's defence is based, for example, on such moveable equipment (like for instance the Financed Vehicles) being defective and the consumer claims that the moveable equipment must be repaired or replaced, the consumer may refuse to pay or repay the financing if the supplier of the equipment fails to repair or replace the moveable equipment or remedy the Supplier’s breach of contract otherwise.

If the purchase contract for moveable equipment is invalid or has been rescinded, the borrower has the right to refuse further payments under the relevant consumer loan contract and may in certain circumstances also request repayment of the amount already paid under the consumer loan contract.

Moreover, the consumer might also have the right to set-off claims, which he has against the Seller of the vehicle or against a residual debt (Restwert) insurer, against its payment obligations under the Loan Agreement.

However, it is an Eligibility Criterion for all Purchased Loan Receivables that they are valid and enforceable and not subject to any right of revocation, set-off or counter-claim, warranty claims of the Obligors or any other right of objection, see "DESCRIPTION OF THE PORTFOLIO —Eligibility Criteria". In the event that a Purchased Loan Receivable does not meet the Eligibility Criteria, the Seller will be required to pay to the Issuer Deemed or Unwind Collections in the amount of the Outstanding Loan Principal Amount of such Purchased Loan Receivable (or the affected portion thereof). See "CERTAIN DEFINITIONS — Deemed or Unwind Collections".

Excessive security Under German law, the granting of security for a loan may be held invalid and the security or part of the security may have to be released if such security is "excessive", i.e. the creditor is granted collateral the value of which excessively exceeds the value of the Secured Obligations, or if the granting of security leads to an inappropriate disadvantage for the debtor (Übersicherung). Although there is no direct legal authority on the point, the Issuer has been advised that the Loan Collateral for the Purchased Loan Receivables is not excessive, although it cannot be ruled out that a German court would hold otherwise. However, this risk is mitigated on the basis that, pursuant to the Loan Receivables Purchase Agreement, the Seller represents and warrants to the Issuer that the Loan Collateral relating to Purchased Loan Receivables is legal, valid, binding and enforceable and that, pursuant to the Credit and Collection Policy, the Servicer will release excessive Loan Collateral on behalf of the Issuer.

Non-petition and limited recourse clauses Non-petition, exclusion of liability and limited recourse clauses may in certain circumstances be held invalid under German law. Liability arising out of wilful misconduct and/or, under certain circumstances, gross negligence or, insofar as material obligations and duties are concerned, other negligent breaches of duty cannot validly be excluded or limited in advance. Furthermore, where the relevant limited recourse, exclusion of liability and no petition clause is directly contrary to the purpose of the contract, the relevant clauses could, in such circumstances, be declared void. Furthermore, in relation to the procedural rights of the parties, a general prohibition for one of the parties to sue the other party might be held to contravene bonos mores (sittenwidrig) and might therefore be declared void. In principle, non-petition, exclusion of liability and limited recourse clauses must not be the result of disparity of bargaining power or economic resources of the parties.

The Issuer has been advised by a reputable law firm that a disparity of bargaining power does not apply in securitisation transactions in which all parties involved are corporate entities with

39

sufficient economic and intellectual resources and that the non-petition clauses reinforce the intended transactional mechanics of Transaction 1 and the intended allocation of risk. The relevant limited recourse, exclusion of liability and no petition clauses are in the interest of all parties to the agreements containing limited recourse, exclusion of liability and no petition clauses and do not lead to an imbalance of benefits as between the parties which would be required for holding such clauses null and void. Furthermore, the Luxembourg Securitisation Law explicitly states, for the purposes of Luxembourg law, that limited recourse and non-petition clauses shall be legal, valid, binding and enforceable to the extent the relevant Issuer has elected to be governed by the Luxembourg Securitisation Law.

Change of lawThe underlying Loan Agreements, the Trust Agreement, the Loan Receivables Purchase Agreement and the other Transaction 1 Documents and the issue of the Compartment 1 Notes, as well as the ratings which are to be assigned to the Compartment 1 Notes are based on the law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible change of law or its interpretation or administrative practice after the date of this Offering Circular.

Assignability of Purchased Loan ReceivablesAs a general rule under German law, receivables are assignable unless their assignment is excluded either by agreement or by the nature of the receivables to be assigned. Under section 354a of the German Commercial Code (Handelsgesetzbuch), however, the assignment of claims for the payment of money arising under loans that constitute business transactions (Handelsgeschäft) for both parties (including the borrower) within the meaning of the German Commercial Code will be valid notwithstanding an agreement prohibiting such assignment. Except as stated above under the heading "Banking Secrecy", there is no published court precedent of the German Federal Court of Justice (Bundesgerichtshof) or any German Court of Appeals (Oberlandesgericht) confirming that receivables arising out of consumer credit contracts or other credit contracts would not be assignable either generally or in a refinancing transaction or an asset-backed securitisation.

Pursuant to the Loan Receivables Purchase Agreement, the Seller will warrant to the Issuer that the Loan Agreements under which the Purchased Loan Receivables have been originated are based on certain standard forms. These standard forms do not specifically prevent the Seller from transferring its rights under the relevant Loan Agreement to a third party for refinancing purposes. Pursuant to the Loan Receivables Purchase Agreement, the Seller will represent and warrant to the Issuer that the provisions of the Loan Agreements are valid. The Seller will also warrant to the Issuer in the Loan Receivables Purchase Agreement that the assignment of the Purchased Loan Receivables to the Issuer is not prohibited and is valid.

Termination for good causeAs a general principal of German law, a contract may always be terminated for good cause (aus wichtigem Grund) and such right may not be totally excluded nor may it be made subject to unreasonable restrictions or the consent from a third party. This may also have an impact on several limitations of the right of the parties to the Transaction 1 Documents to terminate for good cause.

Tax risks

German taxationThe following should be read in conjunction with "TAXATION — German Taxation".

Income tax

40

Investors should be aware that with respect to the Issuer's liability for income tax there is no assurance that the German tax authorities will treat the Issuer as having its place of effective management and control (“Geschäftsleitung”) outside Germany. In contrast, German tax authorities may treat the Issuer as having its place of management and control (“Geschäftsleitung”) in Germany. As a consequence, the Issuer would be subject to German resident taxation with its worldwide income, unless certain branch income is tax-exempt according to the provision of any applicable tax treaty. A foreign corporation has its effective place of management and control in Germany if the substantial decisions of the day-to-day business are made in Germany. Such decisions are related to all functions performed by the Issuer in Germany in contrast to the decisions related to functions performed outside of Germany. The functions performed by the Servicer in Germany involve decisions to be made in relation to the management of the Purchased Loan Receivables and in particular in relation to the collection of such receivables. Consequently, the functions performed by the Servicer in Germany on behalf of the Issuer must not be of relative economic significance in comparison to functions performed in Luxembourg and elsewhere, either by the Issuer itself or Persons acting on its behalf as the Corporate Services Provider or the Transaction Calculation Agent. Such assessment cannot be made with scientific accuracy and involves a judgment with which reasonable people may disagree. There are good and valid reasons to treat the Issuer as not being managed and controlled in Germany – in particular because its Articles of Incorporation limit the discretionary decisions which the board of directors may take such that the Issuer qualifies as a QSPE according to US-GAAP (see "THE ISSUER – Corporate Purpose of the Issuer"), but if the Issuer were treated as so managed and controlled, against its expectation, the Issuer's corporate income tax base would have to be determined on an accrual basis. As a result, business expenditure incurred by the Issuer would be deductible when it arises such that the Issuer's taxable income would be expected to be close to zero or relatively low. This means that, in the worst case, losses for the Compartment 1 Noteholders due to "tax leakage" would be relatively low.

Even if the Issuer does not have its place of effective management and control in Germany, the German tax authorities may treat the Issuer as maintaining a permanent establishment or having a permanent representative in Germany. The Issuer does not maintain any business premises or office facilities in Germany, thus it cannot be expected that the Issuer has a permanent establishment in Germany. However, since the Servicer is acting for the account of the Issuer, it cannot be excluded that the German tax authorities will treat the Servicer as being a permanent representative of the Issuer in Germany. In the latter case, all income attributable to the functions rendered by the Servicer is subject to German taxation.

Trade tax

The Issuer is subject to German trade tax if its effective place of management and control is in Germany or the Issuer has a permanent establishment or a permanent representative in Germany.

As outlined above, there are good and valid reasons to treat the Issuer as not being managed and controlled in Germany. However, it cannot be excluded that the German tax authorities treat the Issuer as being effectively managed and controlled from within Germany. In this case, trade tax will, in principle, be levied on business profits derived by the Issuer. In that case, pursuant to section 8 no. 1 of the German Trade Tax Act (GewStG — Gewerbesteuergesetz) only half of the interest payable on long-term indebtedness would generally be deductible from the trade tax base. However, the Issuer would, in principle, be able to rely on section 19 of the German Regulations for the Implementation of the Trade Tax Act (GewStDV — Gewerbesteuerdurchführungs-verordnung). This section 19 contains a special rule for the computation of long-term indebtedness incurred by financial institutions by limiting long-term debt to the value of certain fixed assets. Under revised section 19 (3) GewStDV this special rule would also be applicable to the Issuer as an entity that is solely engaged in the issuance of securities for the purpose of funding the purchase of bank-originated payment claims. Based on section 19 (3) GewStDV, the Issuer's trade tax base would probably not differ from its corporate income tax base.

41

As outlined for corporate tax purposes, in case the Issuer does not have its effective place of management and control in Germany, it is also unlikely to expect that the Issuer has a permanent establishment for trade tax purposes in Germany as the Issuer neither maintains any business premises or office facility in Germany nor has it an own right to dispose of the business premises of the Servicer.

Luxembourg TaxationPayments under the Compartment 1 Notes will only be made after any mandatory requirements for withholding or deductions on account of tax have been met. The Issuer will not be required to pay additional amounts in respect of any such withholding or other deduction for or on account of any present or future taxes, duties or charges of whatever nature. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 12 (Taxation)". In such event, subject to certain conditions, the Issuer will be entitled (but will have no obligation) to redeem the Compartment 1 Notes in whole but not in part at their then Outstanding Note Principal Amount. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.4 (Optional Tax Redemption)".

The Issuer has been advised that under the existing laws of Luxembourg:

(a) all payments of interest and principal by the Issuer under the Compartment 1 Notes can be made free of withholding or deduction for or on account of any taxes of whatsoever nature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or tax authority thereof or therein, provided that Interest paid to the Compartment 1 Noteholders who are individuals resident in an EU Member State may be subject to withholding as explained below in "EU Savings Directive";

(b) a holder of a Compartment 1 Note who derives income from a Compartment 1 Note or who realises a gain on the disposal or redemption of a Compartment 1 Note will not be subject to Luxembourg taxation on income or capital gains unless:

(i) the holder is, or is deemed to be, a resident of Luxembourg for the purpose of the relevant provisions; or

(ii) such income or gain is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg;

(c) Luxembourg net worth tax will not be levied on a holder of a Compartment 1 Note unless:

(i) the holder is, or is deemed to be, resident in Luxembourg for the purpose of the relevant provisions; or

(ii) such Compartment 1 Note is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg;

(d) Luxembourg gift or inheritance taxes will not be levied on the occasion of the transfer of a Compartment 1 Note by way of gift by, or on the death of, a holder unless:

42

(i) the holder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions at the time of the transfer; or

(ii) the gift is registered in Luxembourg;

(e) there is no Luxembourg registration tax, capital tax, stamp duty or any other similar tax or duty payable in Luxembourg in respect of or in connection with the issue of the Compartment 1 Notes or in respect of the payment of principal or interest under the Compartment 1 Notes or the transfer of the Compartment 1 Notes. If any documents in respect of the Compartment 1 Notes are required to be registered in Luxembourg, they will be subject to a fixed registration duty;

(f) there is no Luxembourg value added tax payable in respect of payments in consideration for the issue of the Compartment 1 Notes or in respect of the payment of interest or principal under the Compartment 1 Notes or the transfer of a Compartment 1 Note; and

(g) a holder of a Compartment 1 Note will not become resident, or deemed to be resident, in Luxembourg by reason only of the holding of a Compartment 1 Note or the execution, performance, delivery and/or enforcement of the Compartment 1 Note.

EU Savings DirectiveOn 3 June 2003, the Council of the European Union adopted Council Directive 2003/48/EC regarding the taxation of savings income (the "Savings Directive"). The directive is applied by Member States since 1st July 2005.

According to the Savings Directive, Member States will be required to provide to the tax authorities of other Member States details of payments of interest or other similar income paid by a paying agent within its jurisdiction to an individual resident in another Member State (the "Disclosure of Information Method").

However, throughout a transitional period, certain Member States (Luxembourg, Belgium and Austria), as well as certain non Member States, which have signed an agreement with Member States (Switzerland, Liechtenstein, San Marino, Monaco and Andorra) to apply similar measures to those included in the Savings Directive, will withhold an amount on interest payments instead of using the Disclosure of Information Method, except if the beneficiaries of the interest payments opt for the Disclosure of Information Method.

The rate of such withholding tax would be 15 percent for the first three years of the transitional period, this rate being increased to 20 percent for the subsequent 3 years and to 35 percent thereafter. Such transitional period will end if and when the European Community enters into agreements on exchange of information upon request with several jurisdictions (Switzerland, Liechtenstein, San Marino, Monaco and Andorra) and when the Council of the European Union agrees by unanimity that the United States is committed to use the Disclosures of Information Method.

The attention of prospective Compartment 1 Noteholders is drawn to Condition 12 of the Compartment 1 Notes (Taxation). According to Condition 11 (Agents; Determinations Binding) of the Compartment 1 Notes, the Issuer undertakes to maintain a principal paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive.

43

Structural and other credit risks

Liability under the Compartment 1 NotesThe Compartment 1 Notes will be contractual obligations of the Issuer solely in respect of Compartment 1 of the Issuer. The Compartment 1 Notes will not be obligations or responsibilities of, or guaranteed by, any of the Seller, the Servicer (if different), the Trustee, the Interest Determination Agent, the Luxembourg Paying Agent, the Swap Counterparty, the Data Trustee, the Principal Paying Agent, the Transaction Calculation Agent, the Lead Managers, the Luxembourg Listing Agent, the Common Depositary, or any of their respective Affiliates or any Affiliate of the Issuer or any other party to the Transaction 1 Documents (other than the Issuer solely in respect of its Compartment 1) or any other third person or entity other than the Issuer. Furthermore, no person other than the Issuer solely in respect of Compartment 1 of the Issuer will accept any liability whatsoever to the Compartment 1 Noteholders in respect of any failure by the Issuer to pay any amount due under the Compartment 1 Notes. The Issuer will not be liable whatsoever to the Compartment 1 Noteholders in respect of any of its Compartments (or assets relating to such Compartments) other than Compartment 1.

All payment obligations of the Issuer under the Compartment 1 Notes constitute exclusively obligations to pay out the sums standing to the credit of the Operating Account-C1 and the General Reserve Account-C1 and the proceeds from the Compartment 1 Security, in each case in accordance with the Applicable Priority of Payments. If, following enforcement of the Compartment 1 Security, the Available Post-enforcement Funds prove ultimately insufficient, after payment of all claims ranking in priority to amounts due under the Compartment 1 Notes, to pay in full all principal and interest and other amounts whatsoever due in respect of the Compartment 1 Notes, any shortfall arising will be extinguished and the Compartment 1 Noteholders will neither have any further claim against the Issuer in respect of any such amounts nor have recourse to any other person for the Loss sustained. The enforcement of the Compartment 1 Security by the Trustee is the only remedy available to the Compartment 1 Noteholders for the purpose of recovering amounts payable in respect of the Compartment 1 Notes. Such assets and the Available Post-Enforcement Funds will be deemed to be "ultimately insufficient" at such time as no further assets are available and no further proceeds can be realised therefrom to satisfy any outstanding claim of the Compartment 1 Noteholders, and neither assets nor proceeds will be so available thereafter.

Limited resources of the IssuerThe Issuer is a special purpose entity organised under and governed by the Luxembourg Securitisation Law and, in respect of Compartment 1, with no business operations other than the issue of the Compartment 1 Notes, the financing of the purchase of the Portfolio secured by related Loan Collateral and the entrance into related Transaction 1 Documents. Assets and proceeds of the Issuer in respect of Compartments other than Compartment 1 will not be available for payments under the Compartment 1 Notes. Therefore, the ability of the Issuer to meet its obligations under the Compartment 1 Notes will depend, inter alia, upon receipt of:

- payments of Principal and Interest under the Purchased Loan Receivables;

- Deemed or Unwind Collections due from the Seller under the Loan Receivables Purchase Agreement;

- payments due from the Swap Counterparty under the Swap Agreement;

- net interest earned on the General Reserve Account-C1 and the Operating Account-C1;

- payments, if any, under the other Transaction 1 Documents in accordance with the terms thereof.

44

Other than the foregoing, the Issuer will have no other funds available to meet its obligations under the Compartment 1 Notes.

SubordinationThe Class B Compartment 1 Notes bear a greater credit risk than the Class A Compartment 1 Notes because payment of principal and interest on the Class B Compartment 1 Notes is (except that prior to the occurrence of a Sequential Amortisation Event or an Enforcement Event, principal on the different Classes of Compartment 1 Notes is paid on a pro rata basis) subordinated to the payment of principal and interest on the Class A Compartment 1 Notes, as further described in this Offering Circular. See "CREDIT STRUCTURE AND FLOW OF FUNDS – Sequential amortisation versus pro rata amortisation", "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS"; "PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS" and "POST-ENFORCEMENT PRIORITY OF PAYMENTS".

Ratings of the Compartment 1 NotesThe ratings assigned to the Compartment 1 Notes by the Rating Agencies take into consideration the structural and legal aspects associated with the Compartment 1 Notes and the underlying Purchased Loan Receivables, the credit quality of the Portfolio and the related Loan Collateral, the extent to which the Obligors' payments under the Purchased Loan Receivables are adequate to make the payments required under the Compartment 1 Notes as well as other relevant features of the structure, including, inter alia, the credit quality of the Swap Counterparty, the Issuer Account Bank, the Seller and the Servicer (if different). Each Rating Agency's rating reflects only the view of that Rating Agency. Each rating assigned to the Compartment 1 Notes addresses the likelihood of full and timely payment to the Compartment 1 Noteholders of all payments of interest on the Compartment 1 Notes on each Payment Date and the ultimate payment of principal on the Final Maturity Date of the Compartment 1 Notes. Rating organisations other than the Rating Agencies may seek to rate the Compartment 1 Notes and, if such "shadow ratings" or "unsolicited ratings" are lower than the comparable ratings assigned to the Compartment 1 Notes by the Rating Agencies, such shadow or unsolicited ratings could have an adverse effect on the value of the Compartment 1 Notes. Future events, including events affecting the Swap Counterparty, the Issuer Account Bank, the Seller and the Servicer (if different) could also have an adverse effect on the rating of the Compartment 1 Notes.

A rating in respect of certain securities is not a recommendation to buy, sell or hold such securities and may be subject to revision or withdrawal at any time by the relevant rating organisation. The ratings assigned to the Compartment 1 Notes should be evaluated independently from similar ratings on other types of securities. There is no assurance that the ratings of the Compartment 1 Notes will continue for any period of time or that they will not be lowered, reviewed, suspended or withdrawn by the Rating Agencies. In the event that the ratings initially assigned to the Compartment 1 Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement to the Compartment 1 Notes.

Sharing of proceeds with other Secured PartiesThe proceeds of collection and enforcement of the Compartment 1 Security created by the Issuer in favour of the Trustee will be distributed in accordance with the Applicable Priority of Payments to satisfy claims of all Secured Parties thereunder. If the proceeds are not sufficient to satisfy all obligations of the Issuer certain parties that rank more junior in the Applicable Priority of Payments will suffer a Loss. See "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS", "PRE-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS" and "POST-ENFORCEMENT PRIORITY OF PAYMENTS".

45

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISK ASSOCIATED WITH THE COMPARTMENT 1 NOTES

Absence of secondary market liquidity and market value of Compartment 1 NotesAlthough application will be made to list the Compartment 1 Notes on the Luxembourg Stock Exchange, there is currently no secondary market for the Compartment 1 Notes. Although the Lead Managers could establish a secondary market for the Compartment 1 Notes, this does not necessarily mean that they are obliged to do so, and any market activity which has been there can be easily terminated without prior notice. There can be no assurance that there will be bids and offers and that a liquid secondary market for the Compartment 1 Notes will develop or that a market will develop for all Classes of Compartment 1 Notes or, if it develops, that it provides sufficient liquidity to absorb any bids, or that it will continue for the whole life of the Compartment 1 Notes. In addition, the market value of the Compartment 1 Notes may fluctuate with changes in market conditions. Consequently, any sale of Compartment 1 Notes by Compartment 1 Noteholders in any secondary market transaction may be at a discount to the original purchase price of such Compartment 1 Notes. Accordingly, investors should be prepared to remain invested in the Compartment 1 Notes until the Final Maturity Date.

Interest rate riskPayments made to the Seller by any Obligor in respect of Purchased Loan Receivables comprise monthly amounts calculated on the basis of a fixed interest rate. However, payments of interest on the Compartment 1 Notes are calculated on the basis of EURIBOR. To ensure that the Issuer will not be exposed to interest rate risk, the Issuer and the Swap Counterparty will have entered into the Swap Agreement under which the Issuer will owe payments by reference to a fixed rate and the Swap Counterparty will owe payments by reference to EURIBOR, in each case calculated with respect to the Swap Notional Amount. Payments under the Swap Agreement will be made on a net basis.

A default by the Swap Counterparty on its obligations under the Swaps may lead to the Issuer not having sufficient funds to meet its obligations to pay interest on the Compartment 1 Notes.

Interest Rate HedgingIf the Swap Counterparty defaults in respect of its obligations under the relevant Swap Agreement which results in a termination of the relevant Swap Agreement, the Issuer will be obligated to enter into a replacement arrangement with another appropriately rated entity or to take other appropriate steps agreed by the Rating Agencies. Any failure to enter into such a replacement arrangement or to take other appropriate action may result in the Issuer becoming exposed to substantial interest rate risk and a downgrading of the rating of the Compartment 1 Notes. See "SUMMARY OF THE OTHER TRANSACTION DOCUMENTS — Swap Agreement".

THE ISSUER BELIEVES THAT THE RISKS DESCRIBED ABOVE ARE THE PRINCIPAL RISKS FOR THE COMPARTMENT 1 NOTEHOLDERS, BUT THE INABILITY OF THE ISSUER TO PAY INTEREST AND PRINCIPAL ON THE COMPARTMENT 1 NOTES MAY OCCUR FOR OTHER REASONS AND THE ISSUER DOES NOT REPRESENT THAT THE ABOVE STATEMENTS REGARDING THE RISK OF HOLDING THE COMPARTMENT 1 NOTES ARE EXHAUSTIVE. ALTHOUGH THE ISSUER BELIEVES THAT THE VARIOUS STRUCTURAL ELEMENTS DESCRIBED IN THIS OFFERING CIRCULAR MITIGATE SOME OF THESE RISKS FOR THE COMPARTMENT 1 NOTEHOLDERS, THERE CAN BE NO ASSURANCE THAT THESE MEASURES WILL BE SUFFICIENT TO ENSURE FULL PAYMENTS TO THE COMPARTMENT 1 NOTEHOLDERS OF INTEREST AND PRINCIPAL ON A TIMELY BASIS OR AT ALL.

46

CREDIT STRUCTURE AND FLOW OF FUNDS

Principal and Interest in respect of the Purchased Loan ReceivablesThe Purchased Loan Receivables shall not include any amounts owed under or in connection with Loan Agreements other than Principal and Interest. Principal in respect of each Purchased Loan Receivable will be payable on a monthly amortising basis including the possibility of larger portions of bullet payments. See "DESCRIPTION OF THE PORTFOLIO AND OF THE PURCHASED LOAN RECEIVABLES".

Collection ArrangementsPayments by the Obligors of Principal and Interest under the Purchased Loan Receivables are scheduled to become due and payable on a monthly basis. The Servicer will identify the Collections as either Principal or Interest. All Collections received from the Obligors in a Collection Period will be on-paid by the Servicer to the Operating Account-C1 maintained by the Issuer with the Issuer Account Bank no later than the Payment Date relating to such Collection Period, see "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS —Servicing Agreement", "TRANSACTION 1 ACCOUNTS".

Commingling ReserveThe Servicer has undertaken in the Commingling Reserve Account Agreement to always maintain a commingling reserve until the earlier of (i) the day on which the Compartment 1 Notes have been redeemed in full or (ii) the Final Maturity Date. On the Issue Date and each Payment Date, the commingling reserve shall be equal to the Commingling Reserve Required Amount. The Servicer shall deposit and transfer amounts required to meet the Commingling Reserve RequiredAmount to the Commingling Reserve Account-C1 held by the Issuer with the Issuer Account Bank. The Commingling Reserve Account Agreement also provides that after the occurrence of an Obligor Notification Event and until the Obligors have redirected their payments to the Trust Account (if any), or any other account determined in accordance with the Transaction 1 Documents, the Issuer shall only debit the Commingling Reserve Account-C1 to the extent of amounts required to cover any Interest Shortfall which would not be covered (in part or in full) pursuant to the Interest Priority of Payments and that, once the Obligors have been redirecting their payments to the Trust Account (if any), or any other account determined in accordance with the Transaction 1 Documents, the Issuer shall procure that the aggregate of the amounts so debited is credited to the Commingling Reserve Account-C1 from Collections received in such account. See also "RISK FACTOR –– FACTORS THAT MAY AFFECT THE ISSUER’S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE COMPARTMENT 1 NOTES –– Risks relating to the parties to Transaction 1 –– Commingling Risk".

Bank accounts used for Transaction 1No later than the Issue Date, the Issuer will have established the Issuer Accounts-C1 with the Issuer Account Bank which must be an Eligible Counterparty.

The General Reserve Amount as of the Issue Date will be EUR 31,500,000 as such amount will be funded by the Subordinated Lender under the Subordinated Loan Agreement and credited to the General Reserve Account-C1 by the Issuer. After the Issue Date, the General Reserve Amount is reduced if, on any Payment Date, the Adjusted Interest Collections are not sufficient to satisfy the Issuer’s obligations under the Pre-Enforcement Interest Priority of Payments. After the occurrence of an Enforcement Event, the General Reserve Amount will, together with all other Available Post-enforcement Funds, be available to make payments in accordance with the Post-enforcement Priority of Payments.

The Operating Account-C1 will be used by the Issuer as the basis for receiving the net proceeds from the issue, all Collections, and any Swap Net Cashflow from the Swap Counterparty and for paying the Purchase Price (EUR 699,996,647.88) and for making payments in respect of amounts

47

due from the Issuer to any of the parties listed in the Pre-enforcement Interest Priority of Payments, the Pre-enforcement Principal Priority of Payments and the Post-enforcement Priority of Payments including the Swap Counterparty (in respect of Swap Net Cashflow due and payable under the Swap Agreement), the Compartment 1 Noteholders (in respect of amounts due and payable under the Compartment 1 Notes) and to the other Secured Parties.

The Commingling Reserve Account-C1 will serve for the Issuer to mitigate the commingling risk arising from the arrangement under the Servicing Agreement. After the occurrence of an Obligor Notification Event and until the Obligors have redirected their payments to the Operating Account-C1, the Trust Account (if any) or any other account compliant with the Transaction 1 Documents, the Commingling Reserve Required Amount will be available for the Issuer to make payments in accordance with the Applicable Priority of Payments.

If at any time the Issuer Account Bank ceases to be an Eligible Counterparty, the Issuer will be required, within thirty (30) calendar days of receiving written notice thereof, to transfer the Issuer Accounts-C1 to another bank which is an Eligible Counterparty.

The Trustee may, at its sole discretion and at any time during the life of Transaction 1, open the Trust Account for the benefit of the Compartment 1 Noteholders and the other Secured Parties. Following the occurrence of an Enforcement Event, the Trustee will be entitled, vis-à-vis the Issuer, to redirect cashflows due from the Issuer’s obligors in respect of Transaction 1 directly into the Trust Account (if any).

Pre-enforcement Interest Priority of PaymentsOn each Payment Date, the respective Adjusted Interest Collections will, together with the General Reserve Amount, be available for payments to the Compartment 1 Noteholders in accordance with, and subject to, the Pre-enforcement Interest Priority of Payments. See "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS". The cashflow pursuant to the Pre-enforcement Interest Priority of Payments will vary during the life of Transaction 1 as a result of, inter alia, possible variations in the amount of Interest Collections received by the Issuer during the Collection Period immediately preceding the relevant Payment Date, the amount of the General Reserve Amount and the amount of Reallocated Principal Collections for that Collection Period, the Swap Net Cashflow paid by/to the Swap Counterparty and certain costs and expenses of the Issuer relating to Compartment 1. The amount of Interest Collections received by the Issuer under the Loan Receivables Purchase Agreement will vary during the life of the Compartment 1 Notes as a result of the amount of delinquencies, defaults, and prepayments in respect of the Purchased Loan Receivables. The effect of such variations could lead to drawings from the General Reserve Account-C1.

The Transaction Calculation Agent will be keeping three Ledgers, one in respect of the calculation of Unreimbursed Defaulted Amounts (the "Unreimbursed Defaulted Amount Ledger"), one in respect of the calculation of Unreimbursed Reallocated Principal Collections (the "Unreimbursed Reallocated Principal Collection Ledger") and one in respect of Unreimbursed Liquidity Drawings (the "Unreimbursed Liquidity Drawing Ledger").

Pre-enforcement Principal Priority of PaymentsAdjusted Total Principal Collections will, in accordance with the Pre-Enforcement Principal Priority of Payments, be available to pay principal on the Compartment 1 Notes on a certain Payment Date. The amount of Adjusted Total Principal Collection will, on the one hand, vary during the life of Transaction 1 as a result of the amount of Principal Collections. The amount of funds being available to pay principal on a certain Payment Date under the Compartment 1 Notes will, on the other hand, depend on the amount of Interest Collection Shortfalls for the relevant Payment Date as equal amounts of Principal Collections will be redirected and reallocated to the Adjusted Interest Collections in the form of Reallocated Principal Collections. The level of Interest Collection Shortfalls will depend for any Payment Date on the amount of Interest

48

Collections, the extent to which the General Reserve Amount is available to pay interest and any Swap Net Cashflow paid by/to the Swap Counterparty.

Interest rate hedgingThe Purchased Loan Receivables bear a fixed interest rate. The interest rate payable by the Issuer with respect to the Compartment 1 Notes is calculated as the sum of EURIBOR and the margins as set out in Condition 7.3 (Interest Rate).

The Issuer has hedged afore-described fixed-to-floating interest rate exposure by entering into Swaps with the Swap Counterparty. Under the Swaps, on each Payment Date the Issuer will pay the Swap Counterparty a fixed rate applied to the Swap Notional Amount (as defined below) and the Swap Counterparty will pay a floating rate equal to EURIBOR as determined by the ISDA Calculation Agent applied to the same Swap Notional Amount. Payments under the interest rateswap will be made on a net basis. See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Swap Agreement".

Pursuant to the Swap Agreement, if a Swap Counterparty ceases to be an Eligible Counterparty, then the affected Swap Counterparty will be obliged to mitigate the resulting credit risk, unless this would not, according to explicit (not necessarily written) confirmation from the Rating Agencies, result in the then current rating of the Compartment 1 Notes being downgraded, for the Compartment 1 Noteholders by, inter alia, transferring all its rights and obligations to a replacement third party that is an Eligible Counterparty or taking other agreed remedial action. See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Swap Agreement" and "THE SWAP COUNTERPARTY".

Credit EnhancementThe Compartment 1 Notes have the benefit of credit enhancement provided through (i) subordination, and (ii) the General Reserve Amount.

SubordinationThe Compartment 1 Class A Noteholders benefit from subordination, both as to the payment of interest and principal, prior to and upon enforcement of the Compartment 1 Security, of (i) the Class B Compartment 1 Notes, and (ii) the Subordinated Loan (provided that, prior to the occurrence of a Sequential Amortisation Event or an Enforcement Event, principal payments to the holders of the Class A Compartment 1 Notes and the Class B Compartment 1 Notes are paid on a pro rata basis). The Class B Compartment 1 Notes have the benefit of subordination, both as to payment of interest and principal, prior to and upon enforcement of the Compartment 1 Security of the Subordinated Loan.

General Reserve AmountThe General Reserve Amount will be available to satisfy, until the General Reserve Amount is reduced to zero, all claims of the Pre-enforcement Interest Priority of Payments and of the Post-enforcement Priority of Payments, including interest payments to the Compartment 1 Noteholders in the order of priority, see "PRE-ENFORCEMENT INTEREST PRIORITY OF PAYMENTS" and "POST-ENFORCEMENT PRIORITY OF PAYMENTS". The Subordinated Lender will have made available to the Issuer, on or prior to the Issue Date, the Subordinated Loan in the principal amount of EUR 31,500,000 which will, no later than the Issue Date, be credited to General Reserve Account-C1 by the Issuer.

Subordinated LoanThe Subordinated Lender has made available to the Issuer on or prior to the Issue Date the Subordinated Loan in the principal amount of EUR 31,500,000 which will be utilised for the purpose of establishing the General Reserve Amount as of the Issue Date by the Issuer. The obligations of the Issuer under the Subordinated Loan are subordinated to the obligations of the Issuer under the Compartment 1 Notes.

49

Sequential amortisation versus pro rata amortisationUnless on the relevant Payment Date a Sequential Amortisation Event or an Enforcement Event has occurred, the Adjusted Total Principal Collections shall be applied to redeem the Class A Compartment 1 Notes and the Class B Compartment 1 Notes on a pro rata basis. If on the relevant Payment Date a Sequential Amortisation Event has occurred but no Enforcement Event has occurred, Adjusted Total Principal Collections shall be applied for the redemption of the Class A Compartment 1 Notes and the Class B Compartment 1 Notes on a sequential basis, as described further herein. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES —Condition 8.1 (Amortisation-Pre-enforcement)".

If at any time an Enforcement Event has occurred, Available Post-enforcement Funds shall be applied for the redemption of the Compartment 1 Notes on a sequential basis as set forth in and subject to the Post-enforcement Priority of Payments. See "POST-ENFORCEMENT PRIORITY OF PAYMENTS".

The amortisation methodology of Transaction 1 is summarised in the diagram as set out below, provided that the diagram is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Offering Circular, in particular under "Sequential amortisation versus pro rata amortisation" above and in "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.1 (Amortisation — Pre-enforcement), — Condition 9 (Payment of interest and redemption after the occurrence of an Enforcement Event) ".

Amortisation Methodology

Unless a Sequential Amortisation Event has occurred

If a Sequential Amortisation Event has occurred

pro rataamortisation

sequentialamortisation

Prior to the occurrence of an Enforcement Event

At any time after the occurrence of an Enforcement Event

sequential amortisation

50

TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES

The terms and conditions of the Compartment 1 Notes (the "Conditions") are set out below. Appendix A to the Conditions sets out "THE MASTER DEFINITIONS SCHEDULE", Appendix B to the Conditions sets out the "MATERIAL TERMS OF THE TRUST AGREEMENT, including its Schedules I, II and III", Appendix C to the Conditions sets out the "DESCRIPTION OF THE PORTFOLIO — Eligibility Criteria and Seller Loan Warranties" and Appendix D to the Conditions sets out the "CREDIT AND COLLECTION POLICY".

1. Appendixes

Appendix A, Appendix B, Appendix C and Appendix D to the Conditions (as attached hereto) are the integral parts of the Conditions and form integral parts thereof.

2. Form and denomination

(a) On the Issue Date, Silver Arrow S.A. (the "Issuer") will issue (begeben), acting in respect of its Compartment 1, the following classes of floating rate amortising Compartment 1 Notes in bearer form (Inhaberschuldverschreibungen) (each, a "Class" and collectively, the "Compartment 1 Notes") pursuant to these Conditions:

(i) The class A Compartment 1 notes due July 2012 (the "Class A Compartment 1 Notes") which are issued in an initial aggregate principal amount of EUR 647,750,000.00 and divided into 5,182 Compartment 1 Notes, each having a principal amount of EUR 125,000; and

(ii) The class B Compartment 1 notes due July 2012 (the "Class B Compartment 1 Notes") which are issued in the aggregate principal amount of EUR 52,250,000.00 and divided into 418 Compartment 1 Notes, each having a principal amount of EUR 125,000.

The holders of the Compartment 1 Notes are referred to as the "Compartment 1 Noteholders".

(b) Each Class of Compartment 1 Notes shall be initially represented by a temporary global bearer note (each a "Temporary Global Note") without coupons or talons attached. The Temporary Global Notes shall be exchangeable, as provided in paragraph (c) below, for permanent global bearer notes (the "Permanent Global Notes") without coupons or talons attached representing each such Class. Each Permanent Global Note and each Temporary Global Note is also referred to herein as a "Global Note" and, together, as "Global Notes". Each Global Note will be deposited with JPMorgan Chase Bank N.A., London Branch, or any successor (the "Common Depositary") as common depositary for the operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme("Clearstream Luxembourg").

(c) The Temporary Global Notes shall be exchanged for the Permanent Global Notes on a date (the "Exchange Date") not earlier than forty (40) calendar days and not later than one hundred and eighty (180) calendar days after the later of the

51

commencement of the offering and the Issue Date upon delivery by the relevant participants to Euroclear or Clearstream Luxembourg, as relevant, and by Euroclear or Clearstream Luxembourg to the Principal Paying Agent, of certificates in the form which forms part of the Temporary Global Notes and are available from the Principal Paying Agent for such purpose, to the effect that the beneficial owner or owners of the Compartment 1 Notes represented by the relevant Temporary Global Note is not a U.S. person or are not U.S. persons other than certain financial institutions or certain persons holding through such financial institutions. Each Permanent Global Note delivered in exchange for the relevant Temporary Global Note shall be delivered only outside of the United States. "United States" means, for the purposes of this Condition 2(c), the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands). Any exchange of a Temporary Global Note pursuant to this Condition 2(c) shall be made free ofcharge to the Compartment 1 Noteholders.

(d) Payments of interest or principal on the Compartment 1 Notes represented by a Temporary Global Note shall be made only after delivery by the relevant participants to Euroclear or Clearstream Luxembourg, as relevant, and by Euroclear or Clearstream Luxembourg to the Principal Paying Agent of the certifications described in paragraph (c) above.

(e) Each Global Note shall be manually signed by or on behalf of the Issuer and shall bear the control signature of a duly authorised representative of the Principal Paying Agent.

(f) Copies of the Global Notes are available free of charge at the main offices of the Issuer and, as long as the Compartment 1 Notes are listed on the Luxembourg Stock Exchange, from the Luxembourg Listing Agent (as defined in Condition 11(a) (Agents; Determinations Binding)).

(g) Capitalised terms not defined but used herein shall have the same meanings herein as in Appendix A, Appendix B, Appendix C or Appendix D to these Conditions ("Appendix A", "Appendix B" and "Appendix C", and "Appendix D"respectively) each of which constitutes an integral part of these Conditions.

(h) The Compartment 1 Notes are subject to the provisions of a trust agreement relating to Compartment 1 (the "Trust Agreement") between the Issuer (acting in respect of its Compartment 1), the Principal Paying Agent, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Swap Counterparty, the Lead Managers, the Data Trustee, the Interest Determination Agent, the Transaction Calculation Agent, the Issuer Account Bank, the Corporate Services Provider, the Seller, the Servicer, the Subordinated Lender and the Trustee dated the Closing Date. The main provisions of the Trust Agreement (including its Schedules I, II and III) are set out in Appendix B to these Conditions. Capitalised terms defined in the Trust Agreement shall have the same meanings when used herein.

(i) The Permanent Global Notes will be exchangeable on or after the Exchange Date in whole but not in part for definitive Class A Compartment 1 Notes or Class B Compartment 1 Notes, as appropriate:

52

(1) unless an Enforcement Notice has been served on the Issuer, by the Issuer giving notice to the Compartment 1 Noteholders, the Principal Paying Agent and the Trustee of its intention to effect such exchange;

(2) if an Issuer Event of Default has occured, by each Compartment 1 Noteholder (with a copy to the Trustee) or the Trustee, in each case by giving notice to the Principal Paying Agent and the Issuer of its election for such exchange;

(3) if the relevant Permanent Global Note is held by or on behalf of Euroclear or Clearstream Luxembourg and such clearance system is closed for business for a continuous period of fourteen (14) days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to close its business or in fact does so; or

(4) if, as a result of any amendment to, or change in, the laws or regulations of any relevant jurisdiction or of any authority therein or thereof having power to tax or in the effective interpretation or administration of such laws or regulations which become effective on or after the Issue Date, the Issuer or any Paying Agent is or will be required to make any deduction or withholding from any payment in respect of the Compartment 1 Notes which would not be required were such notes in definitive form.

(j) In the case of a Permanent Global Note exchangeable for definitive notes, the Issuer will deliver or procure the delivery of an equal aggregate principal amount of duly executed and authenticated definitive notes and procure the Permanent Global Note to be cancelled.

3. Status and priority

(a) The Compartment 1 Notes constitute direct, secured and (subject to Condition 4.2 (Limited recourse, non-petition)) unconditional obligations of the Issuer in respect of its Compartment 1.

(b) The obligations of the Issuer under the Class A Compartment 1 Notes rank pari passu amongst themselves without any preference among themselves in respect of priority of payments or point in security. With respect to the other obligations of the Issuer, the obligations of the Issuer under the Class A Compartment 1 Notes rank in accordance with the Applicable Priority of Payments as set out in Conditions 7.5 (Pre-enforcement Interest Priority of Payments, Unpaid InterestAmount), Condition 8.1 (Amortisation-Pre-enforcement) and Condition 9 (Payment of Interest and Redemption after the occurrence of an EnforcementEvent). The obligations of the Issuer under the Class B Compartment 1 Notes rank pari passu amongst themselves without any preference amongst themselves in respect of priority of payments or point in security. With respect to the other obligations of the Issuer, the obligations of the Issuer under the Class B Compartment 1 Notes rank in accordance with the Applicable Priority of Payments as set out in Conditions 7.5 (Pre-enforcement Interest Priority of Payments, Unpaid Interest Amount), Condition 8.1 (Amortisation — Pre-enforcement) and Condition 9 (Payment of interest and redemption after the occurrence of an Enforcement Event).

53

4. Provision of Security; Limited Payment Obligation; Issuer Event of Default

4.1 Compartment 1 SecurityPursuant to the provisions of the Trust Agreement, the Issuer has charged to the Trustee all its rights, claims and interests in the Purchased Loan Receivables and the Loan Collateral (that was transferred by the Seller to it under the Loan Receivables Purchase Agreement), all of its rights, claims and interests arising under certain Transaction 1 Documents to which the Issuer is a party and certainother rights specified in the Trust Agreement (such collateral as created pursuant to Clause 8 (Creation of Security) of the Trust Agreement, the "Compartment 1 Security") as security for the Issuer’s obligations under the Compartment 1 Notes and the obligations owed by the Issuer to the other Secured Parties.

4.2 Limited recourse, non-petition(a) All payments of principal, interest or any other amount to be made by the Issuer

in respect of each Class of Compartment 1 Notes will be payable only from, and to the extent of, the sums paid to, or recovered by or on behalf of, the Issuer or the Trustee in respect of the Compartment 1 Security. If the proceeds of the Compartment 1 Security are not sufficient to pay any amounts due in respect of the relevant Class, no other assets of the Issuer, in particular no assets relating to another Compartment will be available to meet such insufficiency. The Compartment 1 Noteholders of such Class will rely solely on such sums and the rights of the Issuer in respect of the Compartment 1 Security for payments to be made by the Issuer in respect of such Compartment 1 Notes. The obligations of the Issuer to make payments in respect of the Compartment 1 Notes will be limited to such sums (in the case of the holders) following realisation of the Compartment 1 Security and the Trustee and such Compartment 1 Noteholders will have no further recourse to the Issuer in respect thereof.

(b) Extinguishment of ClaimsHaving realised the Compartment 1 Security and distributed all Available Post-enforcement Funds in accordance with the Post-Enforcement Priority of Payments, neither the Trustee nor the Compartment 1 Noteholders may take any further steps against the Issuer to recover any sum still unpaid and any remaining obligations to pay such amount shall be extinguished.

(c) Non-petitionNeither the Compartment 1 Noteholders nor the Trustee may, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing relevant Compartment 1 Notes take any corporate action or other steps or legal proceedings for the winding-up, dissolution or reorganisation of, or the institution of Insolvency Proceedings against, the Issuer or (in the case of the Compartment 1 Noteholders only) for the appointment of a receiver, administrator, liquidator or similar officer of the Issuer in respect of any or all of its revenues and assets provided that the Trustee may prove or lodge a claim in the event of a liquidation of the Issuer initiated by another party.

4.3 Enforcement of payment obligationsThe enforcement of the payment obligations under the Compartment 1 Notes shall only be effected by the Trustee for the benefit of all Secured Parties, provided that each Compartment 1 Noteholder shall be entitled to proceed directly against the Issuer in the event that the Trustee, after having become obligated to enforce the

54

Compartment 1 Security and having been given notice thereof, fails to do so within a reasonable time period and such failure continues. The Trustee shall enforce the Compartment 1 Security upon the occurrence of an Enforcement Event on the conditions and in accordance with the terms of the Trust Agreement.

4.4 Enforcement Event and Issuer Event of Default"Enforcement Event" means the event that (in the sole opinion of the Trustee) an Issuer Event of Default has occurred and the Trustee has served an Enforcement Notice upon the Issuer.

An "Issuer Event of Default" means in respect of the Compartment 1 Notes any of the following events:

(a) subject to the availability of funds in accordance with the Applicable Priorities of Payment, a default occurs in the payment of Interest on any Payment Date (and such default is not remedied within two (2) Business Days of its occurrence) or the payment of Principal on the Final Maturity Date (and such default is not remedied within two (2) Business Days of its occurrence) in respect of any of the Class A Compartment 1 Notes or the Class B Compartment 1 Notes (but not in respect of the Subordinated Loan Agreement);

(b) the Issuer fails to perform or observe any of its other obligations under these Conditions or the Transaction 1 Documents (other than the Subordinated Loan Agreement) and such failure continues for a period of thirty (30) days following written notice from the Trustee or any other Secured Party;

(c) it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Class A Compartment 1 Notes, the Class B Compartment 1 Notes, or any Transaction 1 Document (other than the Subordinated Loan Agreement); or

(d) with respect to the Issuer an Insolvency Event has occurred.

5. General Covenants of the Issuer

5.1. Restrictions on activitiesFor so long as the Compartment 1 Notes remain outstanding, the Issuer will not be permitted to issue further securities in respect of any Compartment of the Issuer, or to enter into related transaction documents, unless the requirements contained in Clause 23.10 (Actions of the Issuer requiring consent) of the Trust Agreement have been satisfied. These include: (a) one or more reputable law firm(s) (as appropriate) shall have, in one or more legal opinion(s) satisfactory to the Issuer, confirmed to the Issuer that as a result of the issuance of the securities or the entrance into any other transaction documents related therewith, the Issuer shall not incur any payment or other obligations in respect of its Compartment 1 or in respect of any other pre-existing Compartment; and (b) based, inter alia, on such legal opinion(s), the board of directors of the Issuer shall have approved the issuance of the securities and the entrance into related transaction documents.

55

5.2 Appointment of TrusteeAs long as any Compartment 1 Notes are outstanding, the Issuer shall ensure that a trustee is appointed at all times who undertakes to perform substantially the same functions and obligations as the Trustee pursuant to the Trust Agreement.

6. Payments on the Compartment 1 Notes

6.1 Payment DatesPayments of interest and, in accordance with the provisions herein, principal in respect of the Compartment 1 Notes to the Compartment 1 Noteholders shall become due and payable monthly on each 15th day of each calendar month provided that if such 15th day is not a Business Day, the next following Business Day (each such day, a "Payment Date"). "Business Day" means a day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for business in Brussels, London, Luxembourg, Paris, Stuttgart and which is a TARGET Settlement Day in relation to the payment of a sum in euros or in a national currency unit of the euro.

6.2 Outstanding Note Principal AmountPayments of principal and interest on each Compartment 1 Note as of any Payment Date shall be calculated on the basis of the Outstanding Note Principal Amount of such Compartment 1 Note. The "Outstanding Note Principal Amount" of any Compartment 1 Note as of any Payment Date shall equal the initial principal amount ("Initial Note Principal Amount") of EUR 125,000 as reduced by the aggregate amount of payments of principal made in accordance with the Applicable Priority of Payments prior to such Payment Date on such Compartment 1 Note. The Initial Note Principal Amount of all Class A Compartment 1 Notes is EUR 647,750,000.00, and of all the Class B Compartment 1 Notes EUR 52,250,000.00. "Class A Outstanding Note Principal Amount" means, as of any Payment Date, the sum of the Outstanding Note Principal Amounts of all Class A Compartment 1 Notes, and "Class B Outstanding Note Principal Amount" means, as of any Payment Date, the sum of the Outstanding Note Principal Amounts of all Class B Compartment 1 Notes. Each of the Class A Outstanding Note Principal Amount, and the Class B Outstanding Note Principal Amount is referred to herein as a "Class Outstanding Note Principal Amount".

6.3 Payments and discharge

(a) Payments of principal and interest in respect of the Compartment 1 Notes shall be made by the Issuer, through the Principal Paying Agent, on each Payment Date to, or to the order of, Euroclear and Clearstream Luxembourg, as relevant, for credit to the relevant participants in Euroclear and Clearstream Luxembourg for subsequent transfer to the Compartment 1 Noteholders, provided that payments in respect of interest on any Compartment 1 Note represented by a Temporary Global Note shall only be made in the afore-described manner if the requirements set forth in Condition 5.1(b) are also satisfied.

(b) Payments in respect of interest on any Compartment 1 Notes represented by a Temporary Global Note shall be made to, or to the order of, Euroclear and Clearstream Luxembourg, as relevant, for credit to the relevant participants in Euroclear and Clearstream Luxembourg for subsequent transfer to the relevant

56

Compartment 1 Noteholders upon due certification as provided in Condition 2(c) (Form and Denomination).

(c) For so long as the Global Notes have not been replaced by definitive notes, all payments made by the Issuer to, or to the order of the Clearing System shall discharge the liability of the Issuer under the relevant Compartment 1 Notes to the extent of the sums so paid.

7. Payment of Interest

7.1 Interest calculation(a) Each Compartment 1 Note shall bear interest on its Outstanding Note Principal

Amount from the Issue Date until the close of the day preceding the day on which such Note has been redeemed in full.

(b) The amount of interest payable by the Issuer in respect of a Compartment 1 Note on a Payment Date (the "Interest Amount") shall be calculated by the Interest Determination Agent by applying the relevant Interest Rate (Condition 7.3 (Interest Rate)), for the relevant Interest Period (Condition 7.2 (Interest Period)), to the Outstanding Note Principal Amount immediately prior to the relevant Note Interest Determination Date and multiplying the result by the actual number of days in the relevant Interest Period divided by 360 and rounding the result to the nearest EUR 0.01 (with EUR 0.005 being rounded upwards).

7.2 Interest Period"Interest Period" means, in respect of the first Payment Date, the period commencing on (and including) the Issue Date and ending on (but excluding) the first Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) the previous Payment Date and ending on (but excluding) the relevant Payment Date provided that the last Interest Period shall end on (but exclude) the Final Maturity Date or, if earlier, the date on which all Compartment 1 Notes are redeemed in full.

7.3 Interest Rate(a) The applicable rate of interest payable on the Compartment 1 Notes for each

Interest Period (each, an "Interest Rate") shall be:

(i) in the case of the Class A Compartment 1 Notes, EURIBOR plus 0.05% per annum,

(ii) in the case of the Class B Compartment 1 Notes, EURIBOR plus 0.16% per annum.

(b) "EURIBOR" for the first Interest Period means the rate determined by the Interest Determination Agent by interpolating the rates for deposits in euros for (a) a period of one (1) month and for (b) a period of two (2) months, such rates for (a) and (b) to be determined analogously to the determination of EURIBOR for each subsequent Interest Period (as described hereinafter); and for each subsequent Interest Period EURIBOR means the rate determined by the Interest Determination Agent for deposits in euros for a period of one (1) month which appears on Moneyline Telerate Page 248-249 (or such other page as may replace such page on that service for the purpose of displaying inter-bank offered rate quotations of major banks) as of 11:00 a.m. (CET) on the second Business Day

57

immediately preceding the first day of such Interest Period (each, a "Note Interest Determination Date"). If Moneyline Telerate Page 248-249 is not available or if no such quotation appears thereon, in each case as at such time, the Interest Determination Agent shall determine EURIBOR on the basis of such other screen rate the Interest Determination Agent shall determine in good faith. If no such screen rate is available, the Interest Determination Agent shall request the principal Euro-zone office of the Reference Banks selected by it to provide the Interest Determination Agent with its offered quotation (expressed as a percentage rate per annum) for one month deposits in euros at approximately 11:00 a.m. (CET) on the relevant Note Interest Determination Date to prime banks in the Euro-zone inter-bank market for the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time. If two or more of the selected Reference Banks provide the Interest Determination Agent with such offered quotations, EURIBOR for such Interest Period shall be the arithmetic mean of such offered quotations (rounded if necessary to the nearest one thousandth of a percentage point, with 0.000005 being rounded upwards). If on the relevant Note Interest Determination Date less than two of the selected Reference Banks provide the Interest Determination Agent with such offered quotations, EURIBOR for such Interest Period shall be the rate per annum which the Interest Determination Agent determines as being the arithmetic mean (rounded if necessary to the nearest one thousandth of a percentage point, with 0.000005 being rounded upwards) of the rates communicated to (and at the request of) the Interest Determination Agent by major banks in the Euro-zone, selected by the Interest Determination Agent, at approximately 11:00 a.m. (Central European Time) on such Note Interest Determination Date for loans in euros to leading European banks for such Interest Period and in an amount that is representative for a single transaction in that market at that time. "Reference Banks" means four major banks in the Euro-zone inter-bank market selected by the Interest Determination Agent from time to time. "Euro-zone" means the region comprising member states of the European Union that have adopted the single currency, the euro, in accordance with the EC Treaty. "EC Treaty" means 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), as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 November, 1997), as amended by the Treaty of Nice (signed in Nice on 26 February, 2001).

In the event that the Interest Determination Agent is on any Note Interest Determination Date required but unable to determine EURIBOR for the relevant Interest Period in accordance with the above, EURIBOR for such Interest Period shall be EURIBOR as determined on the previous Note Interest Determination Date.

7.4 NotificationsThe Interest Determination Agent shall, as soon as practicable on or after each Note Interest Determination Date, determine and notify the relevant Interest Periods, Applicable Interest Rate, Interest Amount and Payment Date with respect to each Class of Compartment 1 Notes (i) to the Issuer, the Corporate Services Provider, the Principal Paying Agent, the Transaction Calculation Agent, and the Trustee and (ii) as long as any Compartment 1 Notes are listed on the Luxembourg Stock Exchange, to the Luxembourg Stock Exchange. In the event that such notification is required to be given to the Luxembourg Stock Exchange,

58

this notification shall be given no later than the close of the first Business Day following the relevant Note Interest Determination Date.

7.5 Pre-enforcement Interest Priority of Payments, Unpaid Interest Amount(i) The payment of the relevant Interest Amounts to the Class A

Compartment 1 Noteholders and the Class B Compartment 1 Noteholders shall, prior to the occurrence of an Enforcement Event, be subject to the Pre-enforcement Interest Priority of Payments. (After the occurrence of an Enforcement Event, the payment of the relevant Interest will be subject to the Post-Enforcement Priority of Payments as set out in Condition 9 (Payment of interest and redemption after the occurrence of an Enforcement Event). Pursuant to the Pre-enforcement Priority of Payments, on each Payment Date, Interest Amounts payable to the Class A Compartment 1 Noteholders and the Class B Compartment 1 Noteholders will be paid in the manner and priority set out in Condition 7.5(ii) below.

(ii) On each Payment Date the Adjusted Interest Collections and the General Reserve Amount shall be allocated in the following manner and priority:

(a) first, amounts payable by the Issuer in respect of taxes (if any);

(b) second, amounts payable to the Trustee under the Trust Agreement;

(c) third, on a pari passu basis, amounts payable to (i) the Data Trustee under the Data Trust Agreement, (ii) the Rating Agencies in respect of the monitoring fees, (iii) the Servicer under the Servicing Agreement and under the Commingling Reserve Agreement, (iv) the Corporate Services Provider under the Corporate Services Agreement, (v) the Transaction Calculation Agent under the Transaction Calculation Agency Agreement and the Paying Agents, the Interest Determination Agent, and Luxembourg Listing Agent under the Agency Agreement, and the Issuer Account Bank under the Bank Account Agreement, (vi) listing costs, (vii) auditor fees and (viii) any fees reasonably required (in the opinion of the Corporate Services Provider) for the filing of annual tax returns or exempt company status fees;

(d) fourth, (i) Swap Net Cashflow payable by the Issuer to the Swap Counterparty and (ii) swap termination payments due to the Swap Counterparty under the Swap Agreement except in circumstances where the Swap Counterparty is the defaulting party (as defined in the Swap Agreement) or where there has been a termination of the Swap due to a termination event with the Swap Counterparty being the affected party (as defined in the Swap Agreement);

(e) fifth, on a pari passu basis, Interest Amounts and Unpaid Interest Amount payable to the Class A Compartment 1 Noteholders;

(f) sixth, on a pari passu basis, Interest Amounts and Unpaid Interest Amount payable to the Class B Compartment 1 Noteholders;

59

(g) seventh, an amount equal to the Unreimbursed Liquidity Drawings on such Payment Date will be credited to the General Reserve Account-C1;

(h) eighth, an amount equal to the Unreimbursed Reallocated Principal Collections on such Payment Date will be treated as Principal Collections for such Payment Date;

(i) ninth, an amount equal to the Defaulted Amount for such Payment Date will be treated as Principal Collections for such Payment Date;

(j) tenth, an amount equal to the Unreimbursed Defaulted Amounts on such Payment Date will be treated as Principal Collections for such Payment Date;

(k) eleventh, to credit to the General Reserve Account-C1 an amount to increase the General Reserve Amount up to the Initial General Reserve Amount;

(l) twelfth, any amount due to the Swap Counterparty under the Swap Agreement upon the termination of the Swap Agreement where the Swap Counterparty is the defaulting party or the affected party (as such terms are defined in the Swap Agreement) and any other amount payable to the Swap Counterparty under the Swap;

(m) thirteenth, accrued and unpaid interest payable to the Subordinated Lender under the Subordinated Loan Agreement;

(n) fourteenth, as from the date on which all Compartment 1 Notes are redeemed in full, principal payable to the Subordinated Lender under the Subordinated Loan until the Subordinated Loan has been redeemed in full; and

(o) fifteenth, to pay all remaining excess to the Seller by way of a final success fee.

Provided always that:

(a) Recoveries cannot be used to cover items (a) to (h) unless the Class A Compartment 1 Notes Outstanding Principal Amount has been paid in full;

(b) Excess Spread cannot be used to cover items (i), (j) and (k);

(c) Item (g) shall only be covered by Excess Spread;

(d) Item (h) shall first be covered by Excess Spread; and

(e) "payable amount" shall mean any amount that is payable to the respective recipient on the relevant Payment Date (including amounts unpaid and overdue) or will become payable prior to the next following Payment Date.

60

8. Redemption

8.1 Amortisation — Pre-enforcementPrior to the occurrence of an Enforcement Event, subject to the limitations set forth in Condition 4.2 (Limited recourse, non-petition) and the Pre-enforcement Principal Priority of Payments, on each Payment Date, the Adjusted Total Principal Collections for the relevant Payment Date shall be applied towards the redemption of the Compartment 1 Notes in the following manner and priority:

(a) to pay the Class A Compartment 1 Noteholders, up to the Class A Notes Amortisation Amount for such Payment Date, until the outstanding principal balance thereof has been paid in full;

(b) to pay the Class B Compartment 1 Noteholders, up to the Class B Notes Amortisation Amount for such Payment Date, until the outstanding principal balance thereof has been paid in full.

8.2 Final RedemptionOn the Payment Date falling on 16 July 2012 (the "Final Maturity Date"), each Class A Compartment 1 Note shall, unless previously redeemed, be redeemed in full at the then Outstanding Note Principal Amount and, after all the Class A Compartment 1 Notes have been redeemed in full, each Class B Compartment 1 Note shall, unless previously redeemed, be redeemed in full at the then Outstanding Note Principal Amount.

8.3 Clean Up Call(a) As of any Payment Date on which the Aggregate Outstanding Loan Principal

Amount is reduced to less than 10% of the Aggregate Outstanding Loan Principal Amount at the Purchase Date, the Seller will (provided that on the relevant Payment Date no Enforcement Event has occurred) have the option under the Loan Receivables Purchase Agreement (the "Clean-Up Call Option") to Acquire all outstanding Purchased Loan Receivables (together with any related Loan Collateral) against payment of Deemed or Unwind Collections on the Clean-Up Call Early Amortisation Date (see below), subject to the following requirements (the "Clean-Up Call Conditions"):

(i) the Deemed or Unwind Collections (distributable as a result of the Clean-Up Call Option being rightfully exercised) should, together with funds credited to the General Reserve Account-C1 and to the Operating Account-C1 be at least equal to the sum of (x) the aggregate Outstanding Note Principal Amount of all Compartment 1 Notes outstanding plus (y) accrued interest thereon plus (z) all claims of any creditors of the Issuer in respect of Compartment 1 ranking prior to the claims of the Compartment 1 Noteholders according to the Applicable Priority of Payments;

(ii) the Seller shall have advised the Issuer of its intention to exercise the Clean-Up Call Option at least one month prior to the contemplated settlement date of the Clean-Up Call Option which shall be a Payment Date (the "Clean Up Call Early Amortisation Date"); and

(iii)the Deemed or Unwind Collections payable by the Seller shall be equal to the current value (aktueller Wert) of all Purchased Loan Receivables affected by the clean up call.

61

(b) An early redemption of the Compartment 1 Notes pursuant to this Condition 8.3 (Clean Up Call) shall be excluded if the clean up call associated with that early redemption does not fully satisfy German regulatory requirements (applicable from time to time) in respect of clean up calls.

(c) Upon payment in full of the amounts specified in Condition 8.3(a)(i) to, or for the order of, the Compartment 1 Noteholders, no Compartment 1 Noteholders shall be entitled to receive any further payments of interest or principal.

8.4 Optional Tax RedemptionIf the Issuer is or becomes at any time required by law to deduct or withhold in respect of any payment under the Compartment 1 Notes current or future taxes, levies or governmental charges, regardless of their nature, which are imposed under any applicable system of law or in any country which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or Governmental Authorities therein authorised to levy taxes, the Issuer shall determine within twenty (20) calendar days of such circumstance occurring whether it would be practicable to arrange for the substitution of the Issuer in accordance with Condition 13 (Substitution of the Issuer) or to change its tax residence to another jurisdiction approved by the Trustee. The Trustee shall not give such approval unless the Rating Agencies have confirmed that such substitution or change of the tax residence of the Issuer would not negatively affect or result in a downgrading or withdrawal of the rating of any Compartment1 Note. If the Issuer determines that any of such measures would be practicable, it shall effect such substitution in accordance with Condition 13 (Substitution of the Issuer) or (as relevant) such change of tax residence within sixty (60) calendar days from such determination. If, however, it determines within twenty (20) calendar days of such circumstance occurring that none of such measures would be practicable or if, having determined that any of such measures would be practicable, it is unable so to avoid such deduction or withholding within such further period of sixty (60) calendar days, then the Issuer shall be entitled at its option (but shall have no obligation) to redeem all (but not some only) of the Compartment 1 Notes, upon not more than sixty (60) calendar days’ nor less than thirty (30) calendar days’ notice of redemption given to the Trustee, to the Principal Paying Agent and, in accordance with Condition 14 (Form of Notices), to the Compartment 1 Noteholders at their then Outstanding Note Principal Amount, together with accrued interest (if any) to the date (which must be a Payment Date) fixed for redemption. Any such notice shall be irrevocable, must specify the Payment Date fixed for redemption and must set forth a statement in summary form of the facts constituting the basis for the right of the Issuer so to redeem. For the avoidance of doubt, the Issuer shall be entitled to sell all remaining Purchase Loan Receivables in the open market, with a right of first refusal for the Seller, provided such sale generates enough cash proceeds required (i) to redeem all outstanding Compartment 1 Notes as set forth in the immediately preceding sentence and (ii) to pay all amounts to the Issuer’s creditors in respect of Compartment 1 ranking prior to the Compartment 1 Noteholders in the Applicable Priority of Payments.

62

9. Payment of interest and redemption after the occurrence of an Enforcement Event

After the occurrence of an Enforcement Event, the Trustee shall distribute Available Post-enforcement Funds (and the Issuer will tolerate such distribution) in the following manner and priority:

(a) first, amounts payable by the Issuer in respect of taxes (if any);

(b) second, amounts payable by the Issuer to the Trustee under the Trust Agreement (other than Trustee Claims);

(c) third, on a pari passu basis, amounts payable by the Issuer to (i) the Data Trustee under the Data Trust Agreement, (ii) the Rating Agencies in respect of the monitoring fees, (iii) the Servicer under the Servicing Agreement and under the Commingling Reserve Agreement, (iv) the Corporate Services Provider under the Corporate Services Agreement, (v) the Transaction Calculation Agent under the Transaction Calculation Agency Agreement and the Paying Agents, the Interest Determination Agent, and Luxembourg Listing Agent under the Agency Agreement, and the Issuer Account Bank under the Bank Account Agreement, (vi) listing costs, (vii) auditor fees and (viii) any fees reasonably required for the filing of annual tax returns or exempt company status fees;

(d) fourth, (i) Swap Net Cashflow payable by the Issuer to the Swap Counterparty and (ii) swap termination payments due to the Swap Counterparty under the Swap Agreement except in circumstances where the Swap Counterparty is the defaulting party (as defined in the Swap Agreement) or where there has been a termination of the Swap due to a termination event with the Swap Counterparty being the affected party (as defined in the Swap Agreement);

(e) fifth, on a pari passu basis, Interest Amounts (including, for the avoidance of doubt, Unpaid Interest Amounts) payable by the Issuer to the Class A Compartment 1 Noteholders in respect of interest;

(f) sixth, on a pari passu basis, Interest Amounts (including, for the avoidance of doubt, Unpaid Interest Amounts) payable by the Issuer to the Class B Compartment 1 Noteholders in respect of interest;

(g) seventh, on a pari passu basis, amounts payable by the Issuer to the Class A Compartment 1 Noteholders in respect of principal until the Class A Compartment 1 Notes are redeemed in full;

(h) eighth, on a pari passu basis, amounts payable by the Issuer to the Class B Compartment 1 Noteholders in respect of principal until the Class B Compartment 1 Notes are redeemed in full;

(i) ninth, any amount due to the Swap Counterparty under the Swap Agreement upon the termination of the Swap Agreement where the Swap Counterparty is the defaulting party or the affected party (as such terms are defined in the Swap

63

Agreement) and any other amount payable to the Swap Counterparty under the Swap;

(j) tenth, accrued and unpaid interest payable to the Subordinated Lender under the Subordinated Loan Agreement;

(k) eleventh, as from the date on which all Compartment 1 Notes are redeemed in full, principal payable to the Subordinated Lender under the Subordinated Loan Agreement;

(l) twelfth, to the Seller any residual amounts by way of a final success fee.

Provided always that:

(a) Excess Spread cannot be used to cover items (g) and (h) in the above Post-enforcement Priority of Payments; and

(b) "payable amount" shall mean any amount that is payable to the respective recipient on the relevant Payment Date (including amounts unpaid and overdue) or will become payable prior to the next following Payment Date.

10. Notifications

With respect to each Payment Date, on the Note Interest Determination Date preceding such Payment Date, the Interest Determination Agent and the Transaction Calculation Agent (as specified below) shall notify the Issuer, the Corporate Services Provider, the Principal Paying Agent, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Swap Counterparty, the Trustee and, on behalf of the Issuer, by means of notification in accordance with Condition 14 (Form of Notices), the Compartment 1 Noteholders, and for so long as any of the Compartment 1 Notes are listed on the Luxembourg Stock Exchange, the Luxembourg Stock Exchange, as follows:

(i) the Interest Determination Agent in respect of the Interest Rate for the Interest Period commencing on that Payment Date pursuant to Condition 7.3 (Interest Rate);

(ii) the Transaction Calculation Agent in respect of the amount of principal payable in respect of each Class A Compartment 1 Note and each Class B Compartment 1 Note pursuant to Condition 8 (Redemption) and the Interest Amount pursuant to Condition 7.1 (Interest Calculation) to be paid on such Payment Date;

(iii) the Transaction Calculation Agent in respect of the Outstanding Note Principal Amount of each Class A Compartment 1 Note and each Class B Compartment 1 Note and the Class A Outstanding Note Principal Amount and the Class B Outstanding Note Principal Amount as from such Payment Date and the amount of Interest Collection Shortfalls for such Payment Date, if any;

(iv) the Transaction Calculation Agent in the event of the final payment in respect of the Compartment 1 Notes pursuant to Condition 8.2 (Final Redemption), about the fact that such is the final payment; and

64

(v) the Transaction Calculation Agent in the event of the payment of interest and redemption after the occurrence of an Enforcement Event, in respect of the amounts of interest and principal paid in accordance with Condition 9 (Payment of Interest and Redemption after the occurrence of an Enforcement Event).

11. Agents; Determinations Binding

(a) The Issuer has appointed JPMorgan Chase Bank N.A., London Branch as principal paying agent, the "Principal Paying Agent") and as interest determination agent (the "Interest Determination Agent") and J.P. Morgan Bank Luxembourg, S.A., as the initial Luxembourg listing agent (the "Luxembourg Listing Agent") and the Luxembourg paying agent (the "Luxembourg Paying Agent").

(b) The Issuer shall procure that for so long as any Compartment 1 Notes are outstanding there shall always be a principal paying agent to perform the functions assigned to the Principal Paying Agent in the Agency Agreement. The Issuer may at any time, by giving not less than thirty (30) calendar days’ notice by publication in accordance with Condition 14 (Form of Notices), replace the Principal Paying Agent or the Luxembourg Listing Agent by one or more other banks or other financial institutions that are Eligible Counterparties and which assume such functions, provided that for so long as the Compartment 1 Notes are listed on the Luxembourg Stock Exchange there shall always be a Luxembourg Listing Agent being appointed. The Principal Paying Agent and the Luxembourg Listing Agent shall act solely as agents for the Issuer and shall not have any agency, fiduciary or trustee relationship with the Compartment 1 Noteholders.

(c) All calculations and determinations made by the Interest Determination Agent and the Transaction Calculation Agent (as applicable) for the purposes of these Conditions shall, in the absence of manifest error, be final and binding.

12. Taxation

Payments shall only be made by the Issuer after the deduction and withholding of current or future taxes, levies or governmental charges, regardless of their nature, which are imposed, levied or collected (collectively, "taxes") under any applicable system of law or in any country which claims fiscal jurisdiction by, or for the account of, any political subdivision thereof or government agency therein authorised to levy taxes, to the extent that such deduction or withholding is required by law or its interpretation. The Issuer shall account for the deducted or withheld taxes with the competent government agencies and shall, upon request of a Compartment 1 Noteholder, provide proof thereof. The Issuer is not obliged to pay any additional amounts as compensation for taxes deducted or withheld in accordance with this Condition 12 (Taxation).

13. Substitution of the Issuer

(a) If, in the determination of the Issuer with the consent of the Trustee (who may rely on one or more legal opinions from reputable law firms), as a result of any enactment of or supplement or amendment to, or change in, the laws of any relevant jurisdiction or as a result of an official communication of previously not existing or not publicly available official interpretation, or a change in the official

65

interpretation, implementation or application of such laws that becomes effective on or after the Issue Date:

(i) any of the Issuer, the Seller, the Servicer, the Paying Agents, the Interest Determination Agent, the Transaction Calculation Agent or the Swap Counterparty would, for reasons beyond its control, and after taking reasonable measures (such measures not involving any material additional payment or other expenses), be materially restricted from performing any of its obligations under the Compartment 1 Notes or the other Transaction 1 Documents to which it is a party; or

(ii) any of the Issuer, the Seller, the Servicer or the Swap Counterparty would, for reasons beyond its control, and after taking reasonable measures (such measures not involving any material additional payment or other expenses), (x) be required to make any tax withholding or deduction in respect of any payments on the Compartment 1 Notes and/or the other Transaction 1 Documents to which it is a party or (y) would not be entitled to relief for tax purposes for any amount which it is obliged to pay, or would be treated as receiving for tax purposes an amount which it is not entitled to receive, in each case under the Compartment 1 Notes or the other Transaction 1 Documents;

then the Issuer shall inform the Trustee accordingly and the Issuer and the Trustee shall, in order to avoid the relevant event described in paragraph (i) or (ii) above, use their reasonable endeavours to arrange the substitution of the Issuer (in respect of Compartment 1), as soon as practicable, with a company incorporated in another jurisdiction in accordance with Condition 13(b) or to effect any other measure suitable to avoid the relevant event described in paragraph (i) or (ii) above.

(b) The Issuer (in respect of Compartment 1) is entitled to substitute in its place another company (the "New Issuer") as debtor for all obligations arising under and in connection with the Compartment 1 Notes only subject to the provisions of Condition 13(a) and the following conditions:

(i) the New Issuer assumes all rights and duties of the Issuer (in respect of Compartment 1) under or pursuant to the Compartment 1 Notes and the Transaction 1 Documents by means of an agreement with the Issuer and/or the other parties to the Transaction 1 Documents, and that the Compartment 1 Security created in accordance with Condition 4.1 (Compartment 1 Security) is held by the Trustee for the purpose of securing the obligations of the New Issuer upon the Issuer’s substitution;

(ii) no additional expenses or taxes or legal disadvantages of any kind arise for the Compartment 1 Noteholders from such assumption of debt and the Issuer has obtained a tax opinion to this effect from a reputable firm of lawyers or accountants in the relevant jurisdiction which can be examined at the offices of the Principal Paying Agent;

(iii) the New Issuer provides proof satisfactory to the Trustee that it has obtained all of the necessary governmental and other necessary approvals in the jurisdiction in which it has its registered address and that it is permitted to fulfil all of the obligations arising under or in connection

66

with the Compartment 1 Notes without discrimination against the Compartment 1 Noteholders in their entirety and the Trustee has consented to the proposed substitution (provided that the Trustee may not unreasonably withhold or delay its consent);

(iv) the Issuer (in respect of Compartment 1) and the New Issuer enter into such agreements and execute such documents necessary for the effectiveness of the substitution; and

(v) each Rating Agency has been notified of such substitution and has confirmed that such substitution will not negatively affect or result in a downgrading or withdrawal of the rating of any Compartment 1 Note.

Upon fulfilment of the aforementioned conditions, the New Issuer shall in every respect substitute the Issuer (in respect of Compartment 1) and the Issuer (in respect of Compartment 1) shall, vis-à-vis the Compartment 1 Noteholders, be released from all obligations relating to the function of issuer under or in connection with the Compartment 1 Notes.

(c) Notice of such substitution of the Issuer (in respect of Compartment 1) shall be given in accordance with Condition 14 (Form of Notices).

(d) In the event of such substitution of the Issuer, each reference to the Issuer (in respect of Compartment 1) in these Conditions shall be deemed to be a reference to the New Issuer.

14. Form of Notices

All notices to the Compartment 1 Noteholders hereunder, and in particular the notifications mentioned in Condition 10 (Notifications) shall be (i) published in the D’Wort or on the website of the Luxembourg Stock Exchange (www.bourse.lu) (or such other publication confirming to the rules of the Luxembourg Stock Exchange) if and to the extent a publication in such form is required by the rules of the Luxembourg Stock Exchange and (ii) delivered to Euroclear and Clearstream Luxembourg for communication by it to the Compartment 1 Noteholders. Any notice referred to under (i) above shall be deemed to have been given to all Compartment 1 Noteholders on the date of such publication in the D’Wort or on the website of the Luxembourg Stock Exchange (www.bourse.lu) (or such other publication conforming to the rules of the Luxembourg Stock Exchange). Any notice referred to under (ii) above shall be deemed to have been given to all Compartment 1 Noteholders on the seventh calendar day after the day on which such notice was delivered to Euroclear and Clearstream Luxembourg.

15. Miscellaneous

15.1 Presentation PeriodThe presentation period for the Global Notes shall end five (5) years after the Final Maturity Date.

15.2 Replacement of Global NotesIf any of the Global Notes is lost, stolen, damaged or destroyed, it may be replaced by the Issuer upon payment by the claimant of the costs arising

67

in connection therewith. As a condition of replacement, the Issuer may require the fulfilment of certain conditions, the provision of proof regarding the existence of indemnification and/or the provision of adequate collateral. In the event of any of the Global Notes being damaged, such Global Note shall be surrendered before a replacement is issued. If any Global Note is lost or destroyed, the foregoing shall not limit any right to file a petition for the annulment of such Global Note pursuant to the provisions of the laws of Germany.

15.3 Governing LawThe form and content of the Compartment 1 Notes and all of the rights and obligations of the Compartment 1 Noteholders and the Issuer under the Compartment 1 Notes shall be governed in all respects by the laws of Germany.

15.4 JurisdictionThe non-exclusive place of jurisdiction for any action or other legal proceedings arising out of or in connection with the Compartment 1 Notes shall be the District Court (Landgericht) in Frankfurt am Main. The Issuer hereby submits to the jurisdiction of such court. The German courts shall have exclusive jurisdiction over the annulment of the Global Notes in the event of their Loss or destruction.

15.5 Process AgentWith regard to any proceedings in connection with the Compartment 1 Notes brought against the Issuer in a court of Germany, the Issuer has appointed the Servicer as its agent for service of process. The Issuer shall maintain an agent for service of process in Germany for so long as any Compartment 1 Notes remain outstanding.

68

MATERIAL TERMS OF THE TRUST AGREEMENT

The following is the text of the material terms of the Trust Agreement, including its Schedules I, II, and III. The text is attached as Appendix B to the Conditions and constitutes an integral part of the Conditions – in case of any overlap or inconsistency in the definitions of a term or expression in the Trust Agreement and elsewhere in the Offering Circular, the definitions and expressions in the Trust Agreement will prevail. For the purpose of this Offering Circular, Schedule IV which contains a form of the Deed of Charge and Assignment and Schedule V which contains a form of accession, have been omitted.

The descriptions in this section refer to certain material terms of the Trust Agreement. These descriptions do not purport to be complete and are subject to, and are qualified in their entirety by, the detailed provisions of the Trust Agreement.

The Trust Agreement is made on the Closing Date between Silver Arrow S.A. as the Issuer acting in respect of Compartment 1, J.P. Morgan Corporate Trustee Services Limited as the Trustee, DaimlerChrysler Bank A.G. as the Seller, Servicer and Subordinated Lender, Fortis Bank N.V./S.A. and Société Générale, London Branch as the Lead Managers, IXIS Corporate & Investment Bank London Branch as the Swap Counterparty, JPMorgan Chase Bank N.A., London Branch as the Principal Paying Agent, Interest Determination Agent, Transaction Calculation Agent, and Issuer Account Bank, JPMorgan AG as the Data Trustee, J.P. Morgan Bank Luxembourg S.A. as the Luxembourg Paying Agent and the Luxembourg Listing Agent, and Structured Finance Management (Luxembourg) S.A. as the Corporate Services Provider.

1. Definitions and interpretations

1.1 Definitions

(a) Unless otherwise defined herein, capitalised terms shall have the respective meanings set forth in Clause 1 of the Master Definitions Schedule dated the Closing Date (the "Master Definitions Schedule") and signed for identification purposes by the parties hereto. The terms of the Master Definitions Schedule are hereby expressly incorporated into this Agreement by reference.

(b) If there is any conflict between the Master Definitions Schedule and this Agreement, this Agreement shall prevail.

1.2 Interpretations

(a) In addition to the interpretations set out in Clause 1.2(b) and (c), terms in this Agreement, except where otherwise stated or where the context otherwise requires, shall be interpreted in the same way as set forth in Clause 2 of the Master Definitions Schedule.

(b) A reference to the "Trustee" includes a reference to the Trustee as at the date hereof and to all other Persons for the time being trustees of the Secured Parties under this Agreement.

(c) The terms "hereof", "herein", "hereto" and any similar expression shall be reference to this Agreement.

69

2. Rights and obligations of the Trustee, binding effect of Conditions, optional Trust Account

2.1 This Agreement sets out, inter alia, the rights and obligations of the Trustee to the Secured Parties and the legal relationship between the Issuer and the Trustee.

2.2 The Trustee shall exercise its rights and perform its obligations under this Agreement, the Conditions and the other Transaction 1 Documents to which it is a party as trustee for the benefit of the Secured Parties subject to Clauses 2.3 and 2.4.

2.3 Notwithstanding the fact that a Compartment 1 Noteholder may not be a party to this Agreement, the Trustee agrees (i) that each Compartment 1 Noteholder may demand performance by the Trustee of its obligations hereunder and (ii), to give effect to sub-clause (i), that this Agreement shall, in respect of each Compartment 1 Noteholder, be construed as an agreement for the unrestricted benefit of third parties (echter Vertrag zugunsten Dritter).

2.4 All parties hereto agree to be bound by, and concur that their rights are subject to, the provisions contained in the Conditions.

2.5 The Trustee shall be entitled to rely on, and shall not be held responsible or liable for acting on, the instructions of any Controlling Party/Parties or any instructions purporting to have been made by any of them if such instructions reasonably appear to the Trustee to have been signed by the relevant party even though it may subsequently be found that there was some defect in the obtaining or giving of such instruction. In no circumstances shall the Trustee be obliged to verify the contents of any notice or communication received by it from any of the above.

2.6 The Trustee as between itself and the other Secured Parties shall have full power to determine all questions and doubts arising in relation to any of the provisions of this Agreement and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee and the other Secured Parties.

2.7 The Trustee shall not be bound to take any steps to ascertain whether any event, condition or act, the happening of which would cause a right or remedy to become exercisable by the Trustee under this Agreement or by the Issuer under any of the Transaction 1 Documents, has happened, or to monitor or supervise the observance and performance by the Issuer or any of the other parties thereto of their respective obligations thereunder. Until it shall have actual knowledge to the contrary, the Trustee shall be entitled to assume that no such event, condition or act has happened and that the Issuer and each of the other parties thereto is observing and performing its obligations thereunder.

2.8 The Trustee shall not be liable for any failure, omission or defect in registering or filing or procuring registration or filing of the Compartment 1 Security, or otherwise for its protection or perfection nor for the validity, sufficiency or

70

enforceability of the Compartment 1 Security (which it has not investigated). The Trustee shall not be responsible for the validity or enforceability of this Agreement including any failure to obtain authority for execution hereof (otherwise than solely as a consequence of a failure on its part duly to authorise and execute the same).

2.9 The Trustee shall have no responsibility to the Issuer or to any Secured Party as regards any deficiency which might arise because the Trustee is subject to any tax in respect of the Compartment 1 Security or any part thereof or any income therefrom or any proceeds thereof.

2.10 No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk of liability is not assured to it.

2.11 The Trustee may refrain from doing anything which would or might in its opinion be contrary to any law of any jurisdiction or any directive or regulation of any agency of any state or which would or might otherwise render it liable to any person and may do anything which is, in its absolute discretion, necessary to comply with any such law, directive or regulation.

2.12 The Trustee may accept without enquiry, requisition, objection or investigation such title as the Issuer may have to that part of the assets comprising the Compartment 1 Security and shall not be liable for any failure or omission to ascertain or investigate the title of the Issuer or other person to any asset comprising the Compartment 1 Security.

2.13 The Trustee shall have only those duties, obligations and responsibilities expressly specified in this Agreement and shall not have any implied duties, obligations and responsibilities.

2.14 The Trustee shall be entitled to rely on any communication received from a Clearing System.

2.15 The Trustee may in its sole discretion request a confirmation from each of the Rating Agencies that the delegation or sub-contracting of the Servicer’s duties, as specified in Clauses 2.3(a) and 2.3(b) of the Servicing Agreement, would not negatively affect or result in a downgrading or withdrawal of the rating of any Compartment 1 Note.

2.16 Above Clauses 2.5 to 2.15 shall survive the termination of this Agreement.

2.17 The Trustee may at its sole discretion during the life of Transaction 1 open the Trust Account with an Eligible Bank, provided that nothing herein shall oblige the Trustee in any way to do so.

71

3. Standard of care, delegation and extent of liability

3.1 The Trustee shall apply the standard of care it applies in its own dealings (diligentia quam in suis) in the performance of its obligations under this Agreement and the other Transaction 1 Documents to which it is a party. The Trustee undertakes to the Issuer for the benefit of the Compartment 1 Noteholders and the other Secured Parties that it shall exercise all discretion, power and authority vested in it under or in connection with this Agreement giving sole regard to the best interest of the Compartment 1 Noteholders and the other Secured Parties and to direct any conflict between the interests of the various classes of Secured Parties in strict compliance with Clause 16 and the other provisions hereof.

3.2 The Trustee may not delegate all or any of its rights, authorities, powers and/or performance of its obligations under this Agreement and/or any other Transaction 1 Document unless the requirements set forth in the following sub-clauses (a) or (b) of this Clause 3.2 (Standard of care, delegation and extent of liability) are satisfied: (a) the delegate is an Affiliate of JP Morgan Chase & Co. and the Trustee accepts to be liable for any action or omission of such delegate pursuant to s. 278 of the Civil Code (Erfüllungsgehilfenhaftung); or (b) the delegate (which is expected not to be an Affiliate of JP Morgan Chase & Co.) accedes to the Trust Agreement by assuming in relation to the Issuer and the Secured Parties such duties, responsibilities and liabilities as the Trustee would be holding hereunder if the Trustee were not delegating such functions (funktionsbezogener Schuld- und Haftungsbeitritt) and provided that such accession and assumption of duties, responsibilities and liabilities is made by way of a written tripartite agreement between the Issuer, the Trustee and the delegate appointing the Secured Creditors as third-party beneficiaries of such arrangement (Vertrag zugunsten Dritter) and provided further that the Trustee shall remain liable for the due selection of such delegate, it being understood that the delegate shall be a leading service provider in its respective field.

3.3 The Trustee shall promptly notify the Issuer, the Corporate Services Provider, the Lead Managers, the Seller, the Servicer (if different), the Data Trustee, the Issuer Account Bank, the Paying Agents, the Transaction Calculation Agent, and the Rating Agencies of any delegation pursuant to Clause 3.2 (Standard of care, delegation and extent of liability).

3.4 Without prejudice to the provision of Clause 3.1 (Standard of care, delegation and extent of liability), the Trustee shall not be liable for (a) any action or omission of the Issuer or any other Person, or for the fairness of the Conditions and/or the terms of the other Transaction 1 Documents, (b) the performance of the Servicer under the Servicing Agreement or (c) any other act, omission or circumstance not being expressly treated as an obligation or responsibility of the Trustee hereunder.

4. Compartment 1 Security held on trust

The Trustee shall hold the Compartment 1 Security (Clause 8 (Creation of Compartment 1 Security)) as a security trustee (Clause 7 (Appointment as Trustee)) for security purposes (Clause 9 (Security Purpose)) and on trust for the Issuer as security for the payment of the Secured Obligations. The Trustee shall segregate the Compartment 1 Security from its other assets in the manner of a

72

professional security trustee (Sicherheitentreuhänder) giving due regard to its duties owed to the Secured Parties under this Agreement.

5. Covenant to pay

5.1 Payment to Noteholders and other Secured Parties

The Issuer covenants with the Trustee that, subject as provided in the relevant Transaction 1 Documents and this Agreement, it will:

(a) as and when any sum becomes due and payable by the Issuer to the Compartment 1 Noteholders in respect of the Class A Compartment 1 Notes and/or the Class B Compartment 1 Notes, whether by way of principal, interest or otherwise, until all such payments (after as well as before any judgment or other order of any court of competent jurisdiction) are duly made, unconditionally pay or procure to be paid to or to the order of the Compartment 1 Noteholders such sum on the dates and in the amounts specified in the Conditions; and

(b) as and when any sum falls due and payable by the Issuer to any Secured Party (other than a Compartment 1 Noteholder) in respect of any relevant Transaction 1 Document owing by the Issuer pursuant to the terms of the relevant Transaction 1 Document and any other document, instrument or agreement relating thereto, until all such payments (after as well as before any judgment or other order of any court of competent jurisdiction) are duly paid unconditionally pay or procure to be paid to or to the order of the relevant Secured Party such sum in such currency and manner as is specified in the relevant Transaction 1 Document.

5.2 Covenant to pay held on trust

The Trustee shall, subject to the other provisions hereof, hold the benefit of the covenant to pay pursuant to Clause 5.1 (a) and (b) on trust for itself, the Compartment 1 Noteholders and the other Secured Parties.

6. Parallel debt

(a) Trustee joint and several creditor

In respect of the covenant to pay set forth in Clause 5.1 (a) and (b), the Trustee shall be a joint and several creditor (together with the relevant Secured Party) in respect of the Secured Obligations. Accordingly, the Trustee will have an independent right ("Trustee Claim") to demand performance by the Issuer of the Secured Obligations. Any discharge of the Secured Obligations to one of the Trustee or the relevant Secured Party shall, to the same extent, discharge the corresponding obligations owing to the other.

(b) No competition

A Secured Party and the Trustee may not pursue the Issuer concurrently in respect of the same Secured Obligations.

(c) No limitation

73

Nothing in this Clause 6 (Parallel debt) shall in any way limit the powers of the parties to this Agreement under any Transaction 1 Document or of any of the Compartment 1 Noteholders in respect of any of the Compartment 1 Notes.

7. Appointment as Trustee

(a) The Issuer hereby appoints the Trustee as security trustee (Sicherheitentreuhänder) of the Compartment 1 Security and of all of the covenants, (including the covenant to pay set forth in Clause 5.1) undertakings, mortgages, charges, assignments and other security interests made or given under, or in connection with, this Agreement by the Issuer for the benefit of the Secured Parties in respect of the Secured Obligations owed to each of them respectively by the Issuer (the "Trust Property").

(b) The Secured Parties (other than the Compartment 1 Noteholders) hereby acknowledge the Trustee as their security trustee (Sicherheitentreuhänder) and they instruct the Trustee to hold the Trust Property on trust for itself and the other Secured Parties (including the Compartment 1 Noteholders) on the terms and conditions of this Agreement.

8. Creation of Compartment 1 Security

The parties hereto agree that the Issuer shall create Adverse Claims in favour of the Trustee and for the benefit of the Trustee, the Compartment 1 Noteholders and the other Secured Parties as set out in the following Clauses 8.1 (Transfer for security purposes of Assigned Assets), Clause 8.2 (Pledge) and Clause 8.3 (English law Deed of Charge and Assignment).

8.1 Transfer for security purposes of Assigned Assets

(a) Assignment

The Issuer hereby assigns and transfers for security purposes (Sicherungsabtretung und Sicherungsübereignung) the following rights and claims (including any contingent rights (Anwartschaftsrechte) to such rights and claims) (together, the "Assigned Assets") to the Trustee, for the security purposes set out in Clause 9 (Security Purpose):

(i) all Purchased Loan Receivables together with any related Loan Collateral and all rights, claims and interests relating thereto;

(ii) all rights, claims and interests which the Issuer is now or may hereafter become entitled to from or in relation to the Seller or the Servicer and/or any other party pursuant to or in respect of the Loan Receivables Purchase Agreement, the Servicing Agreement or the Commingling Reserve Account Agreement, including all rights of the Issuer relating to any additional security;

(iii) all present and future rights, claims and interests which the Issuer is now or may hereafter become entitled to from or in relation to the Subordinated Lender and/or any other party pursuant to or in respect of the Subordinated Loan Agreement;

74

(iv) all present and future rights, claims and interests which the Issuer is now or may hereafter become entitled to from or in relation to any of the Lead Managers and/or any other party pursuant to or in respect of the Subscription Agreement;

(v) all present and future rights, claims and interests which the Issuer is now or may hereafter become entitled to from or in relation to Paying Agents, Transaction Calculation Agent, Interest Determination Agent and/or any other party pursuant to or in respect of the Agency Agreement; and

(vi) all present and future rights, claims and interests which the Issuer is now or may hereafter become entitled to from or in relation to the Data Trustee and/or any other party pursuant to or in respect of the Data Trust Agreement or the Transaction Calculation Agent pursuant to or in respect of the Transaction Calculation Agency Agreement.

Each case (i) to (vi) above includes any and all related non-ancillary (selbständige) and ancillary (unselbständige) rights to determine unilaterally legal relationships (Gestaltungsrechte), including any termination rights (Kündigungsrechte).

The Issuer hereby covenants in favour of the Trustee that it will assign and/or transfer to the Trustee any future assets received by the Issuer as security for any of the foregoing or otherwise in connection with the Transaction 1 Documents, in particular such assets which the Issuer receives from any of its counterparties in relation to any of the Transaction 1 Documents as security for the obligations of such counterparty towards the Issuer. The Issuer will perform such covenant in accordance with the provisions of this Agreement.

(b) the Trustee hereby accepts the assignment and the transfer of the Assigned Assets and any security related thereto and the covenants of the Issuer hereunder.

(c) The Assigned Assets shall pass to the Trustee on the Issue Date, and any future Assigned Assets shall directly pass to the Trustee at the date on which such Assigned Assets arises, and in each case at the earliest at the time at which the Issuer has acquired the rights and claims of which the relevant Assigned Assets consists.

The Issuer undertakes to assign and transfer to the Trustee, on the terms and conditions and for the purposes set out herein, any rights and claims under any future Transaction 1 Documents or further agreements relating to Transaction 1 upon execution of such documents.

(d) to the extent that title to the Assigned Assets cannot be transferred by sole agreement between the Issuer and the Trustee as contemplated by the foregoing sub-clauses (a) to (c), the Issuer and the Trustee agree that:

(i) with respect to the Financed Vehicles, the delivery (Übergabe) necessary to effect the transfer of title for security purposes with regard to the Financed Vehicles (and any vehicle certificates (Fahrzeugbriefe) and delivery of serial numbers required for the identification with respect

75

thereto) and any other moveable Loan Collateral with regard to any subsequently inserted parts thereof or with regard to any subsequently arising co-ownership interest, is hereby substituted by the agreement between the Issuer and the Trustee that the Issuer hereby assigns to the Trustee all claims, present and future, to request transfer of possession (Abtretung aller Herausgabeansprüche– section 931 of the Civil Code) against any third party (including the Seller, Servicer and any Obligor) which is in the direct possession (unmittelbarer Besitz) or indirect possession (mittelbarer Besitz) of the Financed Vehicles (and any car or vehicle certificates (Fahrzeugbriefe) with respect thereto) or other moveable Loan Collateral. In addition to the foregoing it is hereby agreed between the Issuer and the Trustee that, in the event that (but only in the event that) the related Financed Vehicle or other moveable Loan Collateral are in the Issuer’s direct possession (unmittelbarer Besitz), the Issuer shall hold possession on behalf of the Trustee and shall grant the Trustee indirect possession (mittelbarer Besitz) of the related Financed Vehicle and other moveable Loan Collateral by keeping it with due care free of charge (als unentgeltlicher Verwahrer) for the Trustee until the related Financed Vehicle or other moveable Loan Collateral is released or replaced in accordance with the Transaction 1 Documents;

(ii) any notice to be given in order to effect transfer of title in the Assigned Assets shall immediately be given by the Issuer in such form as the Trustee requires and the Issuer hereby agrees that if it fails to give such immediate notice, the Trustee is hereby irrevocably authorised to give such notice on behalf of the Issuer;

(iii) any other thing to be done, form to be filed or registration to be made to perfect a first priority security interest in the Assigned Assets for the benefit of the Trustee in favour of the Secured Parties shall be immediately done, filed or made by the Issuer at its own costs; and

(iv) the Issuer shall provide to the Data Trustee any and all necessary details in order to identify the Financed Vehicles (title to which has been transferred hereunder from the Issuer to the Trustee as contemplated herein) no later than the date on which this Assigned Assets become effective including the vehicle identification number (Fahrgestellnummern) of each Financed Vehicle title to which it has acquired under or pursuant to the Loan Receivables Purchase Agreement.

The Trustee hereby accepts each of the fore-going assignments and transfers.

(e) Acknowledgement of assignment

All parties to this Agreement hereby acknowledge that the rights and claims of the Issuer which constitute the Assigned Assets or the English Law Charged Assets and which have arisen under contracts and agreements between the Issuer and the parties hereto and which are owed by such parties, are assigned to the Trustee and that the Issuer is entitled to continue to exercise and collect such rights and claims only in accordance with Clause 12 (Collection) and the other provisions hereof or of the Deed of Charge and Assignment and subject to the restrictions contained in this Agreement. For the avoidance of doubt, upon notification to any party hereto

76

by the Trustee in respect of the occurrence of an Enforcement Event, the Trustee shall be entitled to exercise the rights of the Issuer under the Transaction 1 Document referred to in this Clause 8.1 (Transfer for security purposes of Assigned Assets), including, without limitation, the right to give instructions to each such party pursuant to the relevant Transaction 1 Document and each party hereto agrees to be bound by such instructions of the Trustee given pursuant to the relevant Transaction 1 Document to which such party is a party.

8.2 Pledge

The Issuer hereby pledges (Verpfändung) to the Trustee all its present and future claims against the Trustee arising under or in connection with this Agreement (including, in particular, claims resulting from the Trustee’s negligence or breach of contract). The Issuer hereby gives notice to the Trustee of such pledge and the Trustee hereby confirms receipt of such notice. The Trustee is under no obligation to enforce any claims of the Issuer against it pledged to the Trustee pursuant to this Clause 8.2 (Pledge).

8.3 English law Deed of Charge and Assignment

The Issuer and the Trustee agree that the Issuer shall (by way of the Deed of Charge and Assignment) under English law (i) charge by way of first fixed charge to the Trustee any and all amounts standing to the credit of the Issuer Accounts-C1 and assign, by way of security, any and all of the Issuer’s present and future claims against the Issuer Account Bank in respect of moneys standing to the credit of the Issuer Accounts-C1, (ii) assign by way of security all of the Issuer’s present and future rights, title and interests under or in connection with the English law governed Bank Account Agreement and proceeds thereof, and (iii) assign by way of security all of the Issuer’s present and future rights, title and interests under or in connection with the English law governed Swap Agreement and all proceeds thereof save for the Issuer’s present and future rights, title and interests under or in connection with cash collateral provided by the Swap Counterparty pursuant to mark-to-market collateral arrangement, if any (the "English Law Charged Assets"). However, any cash or other collateral provided by the Swap Counterparty to the Issuer under the Swap Agreement shall secure solely the payment obligations of the Swap Counterparty to the Issuer under the Swap Agreement and shall not secure any obligations of the Issuer. The English Law Charged Assets shall secure the Secured Obligations for the benefit of the Secured Parties and shall be made pursuant to the English law governed Deed of Charge and Assignment being substantially in the form of the deed of charge and assignment set out in Schedule IV hereto. The Trustee will hold the English Law Charged Assets and all rights resulting from the Deed of Charge and Assignment in its own right for the purpose of securing the Trustee Claim and as German law security Trustee (Sicherungstreuhänder) on behalf of the Secured Parties in respect of the Secured Obligations.

9. Security purpose

The Adverse Claims created pursuant to Clause 8 (Creation of Compartment 1 Security), the other provisions hereof and the Deed of Charge and Assignment (the "Compartment 1 Security") shall serve as security for the Secured Obligations and the Trustee Claim. The Compartment 1 Security shall be enforced, collected and distributed pursuant to the provisions of this Agreement.

77

10. Representations and warranties

10.1 Representations and warranties of the Issuer

The Issuer hereby represents and warrants to the Trustee and the other Secured Parties that:

(a) it is at the time at which the Charged Assets become subject to the Adverse Claims pursuant or in connection with Clause 8 (Creation of Compartment 1 Security) hereof, absolutely and beneficially entitled to all such rights, assets, claims and interests free from any Adverse Claims whatsoever other than as created under or in connection with this Agreement;

(b) it has taken all necessary steps to enable it to create Adverse Claims over or in respect of the Charged Assets under or in accordance with Clause 8 (Creation of Compartment 1 Security) hereof, and subject to any required registration or notification, the Adverse Claims created under Clause 8 (Creation of Compartment 1 Security) hereof take effect as first ranking security in respect of the relevant property;

(c) it has taken no action or steps to prejudice its rights, title and interest under and to the Charged Assets;

(d) its board of directors has adopted the relevant resolutions approving the Transaction 1 Documents and has executed the Transaction 1 Documents to which the Issuer is a party in Luxembourg; and

(e) subject to Clause 23.5 (No Proceedings) and Clause 23.6 (Limited Recourse) the Issuer shall be liable to pay damages in the event that any Adverse Claims intended to be created pursuant to, or in connection with, Clause 8 (Creation of Compartment 1 Security) hereof proves to be invalid, illegal or unenforceable (Schadensersatz wegen Nichterfüllung).

10.2 Representations and warranties of the Trustee

The Trustee hereby represents and warrants to the other parties as follows:

(a) It is a company duly organised and registered under the laws of England and Wales and has full corporate power and authority to execute, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorise this Agreement on the terms and conditions hereof, the execution, delivery and performance of this Agreement on the terms and conditions hereof and all obligations required hereunder. No consent of any other person including, without limitation, its shareholders or stockholders and creditors, and no license, permit, approval or authorisation of, exemption by, notice or report to, or registration, filling or declaration with, any governmental authority is required by it in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and the obligations imposed upon it hereunder. This Agreement constitutes, and each instrument and document required hereunder, when executed and delivered by it hereunder, will constitute, its legal, valid and binding obligations in accordance with their terms subject, as to enforcement, (a) to the effect of bankruptcy,

78

insolvency or similar laws affecting generally the enforcement of creditors' rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to it and (b) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity).

(b) The execution, delivery and performance of this Agreement and the documents and instruments required hereunder will not violate any provision of any existing law or regulation binding on it, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on it, or its articles of association or by-laws or of any mortgage, trust deed, lease, contract or other agreement, instrument or undertaking to which it is a party or by which it or any of its assets may be bound, the violation of which would have a material adverse effect on its business, operations, assets or financial condition and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, trust deed, lease, contract or other agreement, instrument or undertaking.

11. Administration of security

11.1 With respect to the Compartment 1 Security, the Trustee shall, in relation to the Issuer and the Secured Parties, have the rights and obligations of a party taking security (Sicherungsnehmer). The Trustee is obligated to release the Compartment 1 Security after the Issuer has fully and finally discharged all of the Secured Obligations (Clause 18 (Release of Compartment 1 Security)) and following such discharge of the Secured Obligations and until such release and subject to the other provisions hereof, the Trustee shall act as an agent of the Issuer.

11.2 The Trustee shall not release the Compartment 1 Security or dispose of the Charged Assets except as expressly provided herein. The Trustee shall be entitled to assign and transfer the Compartment 1 Security in the event that the Trustee is replaced with a successor Trustee pursuant to Clause 20 (Resignation and Substitution of the Trustee).

11.3 Third parties may deal with the Charged Assets, collect and release related Loan Collateral if and to the extent the Trustee has given its authorisation or consent in accordance with Clause 12 (Collection).

12. Collections

(a) For so long as no Enforcement Event has occurred the Issuer shall be authorised (ermächtigt) to collect or, have collected, in the ordinary course of business or otherwise exercise or deal with the Charged Assets (including, for the avoidance of doubt, to enforce related Loan Collateral).

(b) The Trustee hereby consents to the release or replacement by the Servicer of any related Loan Collateral in accordance with the Servicing Agreement.

(c) The authorisations and consents set forth in Clause 12 (a) and (b) shall terminate automatically upon occurrence of an Enforcement Event.

79

13. Further assurance

The Issuer shall from time to time execute and do all such things as the Trustee may require for perfecting or protecting the security created or intended to be created pursuant to the Security Documents, and at any time after the Compartment 1 Security becomes enforceable, the Issuer shall execute and do all such things as the Trustee may require in respect of the facilitation of the enforcement, in whole or in part, of the Compartment 1 Security and the exercise of all powers, authorities and discretionary rights vested in the Trustee.

14. Power of attorney

14.1 The Issuer hereby irrevocably appoints the Trustee as its attorney-in-fact and empowers the Trustee to do all such acts and things, to make all necessary statements or declarations and execute all relevant documents, which the Issuer ought to do, make or execute under or in connection with this Agreement or generally to give full effect to this Agreement and the Transaction 1 Documents. The Issuer hereby ratifies and agrees to ratify and approve whatever the Trustee as its attorney-in-fact shall do or purport to do in the exercise or purported exercise of the powers created pursuant to this Clause 14 (Power of Attorney).

14.2 All parties hereto undertake to provide all information to the Trustee that it shall require to exercise the powers contemplated by Clause 14.1 (Power of Attorney) or to carry out the Trustee’s obligations under or in connection herewith. The Trustee (and its sub-agents) shall be exempted from the restrictions of section 181 of the Civil Code and any other restrictions under any other applicable law.

15. When Compartment 1 Security becomes enforceable and the respective procedure

15.1 When Compartment 1 Security becomes enforceable

The Compartment 1 Security shall become enforceable, in whole or in part, upon the occurrence of an Enforcement Event.

15.2 Procedure

(a) Upon the Compartment 1 Security having become enforceable, the Trustee shall as soon as reasonably practicable notify the Issuer and each of the other Secured Parties ("Enforcement Notice").

(b) At any time from the moment the Compartment 1 Security has become enforceable, the Trustee shall be entitled (but not obliged) to request instructions from the Controlling Party/Parties, as to whether it should enforce or endeavour to enforce any of the Compartment 1 Security (which has become enforceable) and as to the manner in which it should do so or endeavour to do so, and to convene on reasonable notice with the Controlling Party/Parties to discuss such matters.

(c) Subject to its being indemnified to its satisfaction against all actions, proceedings, claims and demands to which it may thereby render itself liable and all costs, charges, damages, expenses (including reasonable legal costs and expenses) which it may incur by so doing, the Trustee shall, after the Compartment 1

80

Security has become enforceable and without further notice to any party hereto, enforce the Compartment 1 Security, or any part of it, (in accordance with the instructions of the Controlling Party/Parties, if any) and shall incur no liability to any party for so doing.

(d) The Trustee shall at all times do all such things as are necessary in order that it can comply with all provisions of this Agreement or the Deed of Charge and Assignment and with all applicable laws relating to the discharge of its functions.

(e) Each of the parties to this Agreement agrees and acknowledges and, by executing a Form of Accession, each New Secured Party agrees and acknowledges, that in the event of the enforcement of the Compartment 1 Security or the appointment of a Receiver, the Trustee shall not be obliged to indemnify out of its own money any such Receiver for any of its costs, charges, liabilities or expenses or to advance, in whatever form, any moneys to such Receiver or any other Person arising out of or in connection with such enforcement or to carry on or to require any Receiver to carry on any business carried on from time to time in connection with the Compartment 1 Security.

(f) No person dealing with the Trustee or with any Receiver of the Compartment 1 Security or any part thereof appointed by the Trustee shall be concerned to enquire whether the Secured Obligations remain outstanding or any event hashappened upon which any of the powers, authorities and discretion conferred by or pursuant to this Agreement or in connection therewith in relation to such property or any part thereof are or may be exercisable by the Trustee or by any such Receiver or otherwise as to the propriety, validity or regularity of acts purporting or intending to be in exercise of any such powers.

(g) Neither the Trustee nor any Receiver shall be liable in respect of any Loss or damage which arises out of the exercise, or the failure to exercise any of their respective powers under any Transaction 1 Document, unless such Loss or damage is caused by its own negligence, bad faith or wilful default.

16. Conflicts of interest

16.1 Interests of Secured Parties

Subject to the other provisions of this Clause 16 (Conflicts of Interest), the Trustee shall have regard to the interests of the Secured Parties as regards the exercise and performance of all powers, trusts, authorities, duties and discretions of the Trustee in respect of the Trust Property under this Agreement or under any other documents the rights or benefits in which are comprised in the Trust Property (except where expressly provided otherwise).

16.2 Interests of and Directions by Controlling Party/Parties

(a) The Trustee shall have regard only to the interests of the Controlling Party/Parties if, in the sole opinion of the Trustee, there is or may be a conflict between the interests of the Controlling Party/Parties and the interests of any other Secured Party.

81

(b) The Trustee agrees that following the Controlling Party's/Parties’ written request it will take or refrain from taking any action, and exercise or refrain from exercising any of its rights under this Agreement, all agreements, documents and instruments relating to the Trust Property in the manner described in such written request; provided, however, that the obligation of the Trustee to take or refrain from taking, or to exercise or refrain from exercising, any such action or rights shall be limited to those actions and rights that can be exercised or taken (or not exercised or taken, as the case may be) in full compliance with the provisions of this Agreement, any relevant Transaction 1 Documents and applicable law.

16.3 Exoneration of Trustee

Each of the Secured Parties hereby acknowledges and concurs with Clauses 16.1 (Interests of Secured Parties) and Clause 16.2 (Interests of and Directions by Controlling Party/Parties) and each of them agrees that it shall have no claim against the Trustee for acting in accordance with the provisions of such clauses.

16.4 Reliance by Trustee

Without prejudice to any other right conferred upon the Trustee, whenever the Trustee is required to or desires to determine the interests of any of the Secured Parties, the Trustee may seek the advice, and/or rely upon the written opinion, of a reputable and independent investment bank and/or legal advisers and/or other expert (such advice to be at the cost of the Issuer). If the Trustee is unable within a reasonable time to obtain such advice or opinions, the Trustee may employ such other method as it considers fit for so determining and shall not (save in the case of wilful default, bad faith or negligence) be liable to the Secured Parties, the Issuer or any of them for such determination or for the consequences thereof. The reference in this Clause 16.4 (Reliance by Trustee) to the opinion of an independent investment bank shall be construed as a reference to the opinion of such investment bank and/or the opinion of such other advisers as such investment bank shall recommend be consulted.

17. Application of payments

17.1 Pre-enforcement

Each of the Secured Parties acknowledges and agrees that, prior to the service of an Enforcement Notice, all moneys of the Issuer shall be applied in accordance with the Pre-enforcement Application of Funds.

17.2 Post-enforcement

Each of the Secured Parties hereby agrees, and the Issuer concurs, that from the date upon which the Trustee serves an Enforcement Notice on the Issuer:

(a) the Issuer may not make any withdrawal from the Issuer Accounts-C1;

(b) unless with the express consent from the Trustee, the Issuer shall refrain from exercising any rights in relation to the Compartment 1 Security; and

82

(c) the Trustee may withdraw moneys from the Issuer Accounts-C1 and apply such moneys in or towards payment of the Secured Obligations in accordance with the Post-enforcement Priority of Payment.

18. Release of Compartment 1 Security

Upon the Trustee being satisfied that the Secured Obligations and the Trustee Claim have been fully and finally discharged (the Trustee being, for this purpose, entitled to rely, in its absolute discretion, on any statement of payment, discharge or satisfaction certified by one or more directors or officers of the Issuer) the Trustee shall, at the request and the expense of the Issuer, do all such acts and things and execute all such documents as may be necessary to release the Compartment 1 Security and the Trustee shall (re)deliver all Charged Assets to the Issuer or to the order of the Issuer.

19. Further covenants by the Issuer

The Issuer hereby covenants to the Trustee and the other Secured Parties that:

(a) Save as (expressly) permitted by any Transaction 1 Document the Issuer shall not, nor shall it agree, purport or attempt to, sell, assign, transfer or otherwise dispose of or grant any option in respect of or create or suffer to exist any Adverse Claim upon or in respect of any interest it has in any Charged Asset other than pursuant to this Agreement or the Deed of Charge and Assignment;

(b) At all times during the Security Period, the Issuer shall realise, or procure the realisation of, all amounts arising from rights under the Transaction 1 Documents when due and shall collect, or procure the collection of, the proceeds of all rights under the Transaction 1 Documents; credit, or procure the crediting of, all proceeds from rights under the Transaction 1 Documents to the Operating Account-C1; and not use any moneys standing to the credit of the Operating Account-C1 for the time being other than for the purposes specified in, and in accordance with, the provisions of the Transaction 1 Documents;

(c) It will at any time maintain the Issuer Accounts-C1;

(d) Other than the Issuer Share Capital Account, it will not acquire any assets located in Luxembourg; and

(e) The Issuer shall, for so long as any of the Compartment 1 Notes remains outstanding, procure to satisfy the following requirements and, upon request, provide evidence to the satisfaction of the German tax authorities that:

(i) it shall not have any fixed business installation or equipment located in Germany which serves its activities;

(ii) it shall not have a branch office or office facilities in Germany;

83

(iii) it shall not have any storage facilities (Warenlager) or purchase facilities (Einkaufsstellen) in Germany;

(iv) it shall carry out other material business and transactions (such as the purchase of assets for its other compartments and, in particular, all financing and refinancing decisions) in Luxembourg and there shall be no Person in Germany making business or management decisions on its behalf, and its business and management decisions shall be made from outside of Germany; and

(v) none of its managing directors shall be resident for tax purposes in Germany or exercising his managing functions in Germany.

20. Resignation and substitution of the Trustee

20.1 Resignation and substitution

The Trustee may resign from its office as Trustee hereunder at any time giving two (2) months’ prior written notice provided that, for so long as Secured Obligations remain outstanding, upon or prior to the last Business Day of such notice period (i) a reputable accounting firm or financial institution which is experienced in the business of trusteeship relating to the securitisation of receivables originated in Germany has been duly appointed by the Issuer as substitute Trustee, (ii) such substitute Trustee mentioned in Clause (i) holds all required licenses and authorisations, (iii) the Rating Agencies have confirmed that the appointment of the new Trustee will not negatively impact on the then currently rating of the Compartment 1 Notes and (iv) such substitute Trustee (by way of novation or otherwise) assumes, and is vested with, all rights and obligations, authorities, powers and trusts set forth in this Agreement and the other relevant Transaction 1 Documents, as more specifically set out in Clauses 20.4 (Transfer of Compartment 1 Security rights and interests) and 20.5 (Assumption of obligations) below.

20.2 Continuation of rights and obligations

Notwithstanding a resignation pursuant to Clause 20.1 (Resignation and substitution), the rights and obligations of the resigning Trustee shall continue until the appointment of the substitution Trustee has become effective and the assets and rights have been assigned to it pursuant to Clause 20.4 (Transfer of Compartment 1 Security, rights and interests) provided that none of the provisions of this Clause 20 (Resignation and substitution of the Trustee) shall affect the right of the Trustee to resign from its office for good cause (aus wichtigem Grund) with immediate effect, it being understood that the Trustee has to use its best endeavours and utmost care to avoid a situation where there is no substitute Trustee appointed by the time the resignation of the resigning Trustee takes effect, and it further being understood that a good cause (wichtiger Grund) shall only exist if the resigning Trustee has exhausted afore-described best endeavours and utmost care. In the event of any urgency, the Trustee shall be entitled to appoint a successor Trustee acceptable to the Rating Agencies under the terms of this Trust Agreement if the Issuer fails to do so within a reasonable period of time.

84

20.3 Issuer terminating trusteeship and appointing new Trustee

The Issuer shall be authorised and obligated to terminate the appointment of the Trustee and appoint a substitute Trustee in accordance with, mutatis mutandis, the provisions of Clause 20.1 (Resignation and substitution) and 20.2 (Continuation of rights and obligations) (i) if an Insolvency Event with respect to the Trustee occurs and/or (ii) if the Issuer has been so instructed in writing by a Qualified Request of the Controlling Party/Parties.

20.4 Transfer of Compartment 1 Security, rights and interests

In the event of a substitution of an existing Trustee with a new Trustee, as contemplated by Clause 20.1 (Resignation and Substitution) or Clause 20.3 (Issuer terminating trusteeship) the existing Trustee shall forthwith (by way of novation or otherwise) transfer the Compartment 1 Security together with any other rights it holds under any Transaction 1 Document including, for the avoidance of doubt, its Trustee Claim pursuant to Clause 6(a) (Trustee joint and several Creditor) or grant analogous security interests to the new Trustee. Without prejudice to the obligation of the Trustee set out in the immediately preceding sentence, the Trustee hereby irrevocably grants power of attorney to the Issuer to transfer all the rights, Compartment 1 security and interests mentioned in such preceding sentence on behalf of the Trustee to the new Trustee and for that purpose the Issuer (and its sub-agents) shall be exempted from the restrictions of section 181 of the Civil Code and any similar restrictions under any other applicable laws.

20.5 Assumption of obligations

In the event of a substitution of an existing Trustee with a new Trustee, as contemplated by Clause 20.1 (Resignation and substitution), the existing Trustee shall (by way of novation or otherwise) procure that the new Trustee assume all the obligations of the existing Trustee hereunder and under any other Transaction 1 Documents.

20.6 Costs

The costs incurred in connection with a substitution of the Trustee as contemplated by this Clause 20 (Resignation and substitution of the Trustee) shall be borne by the Issuer provided however that nothing herein shall prejudice or limit the Issuer’s claims against the Trustee arising by operation of general law of obligations (Schuldrecht) or tort (unerlaubte Handlungen).

20.7 Activity report

The existing Trustee shall be obliged, on its departure, to provide a report to the new Trustee containing a complete account of the departing Trustee’s activities in respect of this Agreement and all other Transaction 1 Documents.

85

21. Fees and indemnities

21.1 Trustee’s Fee

For the Security Period, the Issuer shall pay the Trustee a standard fee as separately agreed between them in a fee letter dated on or about the Issue Date. In the event of the Compartment 1 Security becoming enforceable or in the event of the Trustee finding it, in its professional judgment and after good faith consultation with the Seller, expedient or being required to undertake any duties which the Trustee determines to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Agreement, the Issuer shall pay such additional remuneration as shall be agreed between the Trustee and the Issuer provided that both the Issuer and Trustee shall be responsible to promptly inform the Rating Agencies of any change of the Trustee’s fees. In the event of the Trustee and the Issuer failing to agree upon such increased or additional remuneration, such matters shall be determined by an independent investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer or, failing such approval, nominated by Corporate Services Provider, the expenses involved in such nomination and the fees of such investment bank being for the account of the Issuer, and the decision of any such investment bank shall be final and binding on the Issuer and the Trustee.

21.2 No entitlement to remuneration

The Trustee shall not be entitled to remuneration in respect of any period after the date on which all the Secured Obligations have been paid or discharged and the Charged Assets shall have been released and re-assigned to the Issuer.

21.3 Costs

In addition to the remuneration hereunder, the Issuer shall quarterly and on written request, pay all reasonable costs, charges, liabilities and expenses (including reasonable legal and travelling expenses) which the Trustee, Receiver or any attorney, manager, agent or delegate of the Trustee may properly incur in relation to the negotiation, preparation and execution of any of the Transaction 1 Documents to which the Trustee is a party or other documents which constitute part of the Charged Assets and the exercise of the powers and the execution of the trusts vested in it by or pursuant to this and any of the Transaction 1 Documents to which the Trustee is a party and any other action taken by or on behalf of the Trustee with a view to or in connection with enforcing any obligations of the Issuer or any other Person under any of the Transaction 1 Documents or the recovery of the Secured Obligations from the Issuer or any other person or the enforcement of the security for the Secured Obligations.

21.4 Indemnity

(a) The Issuer covenants with and undertakes fully to indemnify the Trustee in respect of all proceedings (including without limitation claims and liabilities in respect of taxes other than on its own overall net income), claims and demands and all Losses, interest, fees, actions, penalties, costs damages, charges, expenses (including reasonable legal costs and

86

expenses) and liabilities which it (or any of its employees, directors or officers, attorneys, agents, delegates or other Persons appointed by it, including but not limited to any Receiver, to whom any trust power authority or discretion may be delegated by it in the execution or purported execution of the trusts, rights, remedies, powers, authorities or discretions vested in it by or pursuant to any of the Transaction 1 Documents to which the Trustee is a party or other documents which constitute part of the Charged Assets) may suffer or to which it may become liable or which may be suffered or incurred by it (or any such Person as aforesaid) in respect of any matter or thing done or omitted in any way relating to any of the Transaction 1 Documents to which the Trustee is a party or any documents which constitute part of the Charged Assets or in consequence of any payment in respect of the Secured Obligations (whether made by the Issuer or another Person) being declared void for any reason whatsoever, save where such proceedings, claims demands, Losses, interest, fees, actions, penalties, costs, charges, expenses or liabilities arise as a result of the negligence, wilful default, or bad faith by the Person claiming to be entitled to be indemnified. To the extent this Clause 21.4 (Indemnity) confers rights on a third party, the Trustee shall hold the benefit of the clause for that third party (Vertrag zugunsten Dritter).

(b) [Intentionally omitted in this Offering Circular]

21.5 Taxes

The Issuer shall in addition pay to the Trustee (if so required) an amount equal to the amount of any value added tax or similar tax charged in respect of payments due to it under this Clause 21 (Fees and indemnities).

21.6 Continuation of provisions

Unless otherwise specifically stated in any discharge of this Agreement, the provisions of this Clause 21 (Fees and indemnities) shall continue in full force and effect notwithstanding such discharge.

22. Notices

[Intentionally omitted in this Offering Circular]

23. Miscellaneous

23.1 Remedies and waivers

No failure to exercise, nor any delay in exercising, on the part of the Issuer, the Trustee or any Secured Party, any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by general law.

87

23.2 Modifications and amendments

(a) The Trustee may, without the prior written consent of the Controlling Party/Parties, from time to time make amendments or modifications to this Agreement or any other document (in each case in accordance with its terms) under which rights and benefits in respect of the Charged Assets are conferred upon the Trustee, which in the opinion of the Trustee are necessary to correct a manifest error or are of a formal, minor or technical nature, provided that no such amendment or modification shall be made which is or may be, in the sole professional judgment of the Trustee, materially prejudicial to the interests of any Secured Party without the prior written consent of the affected Secured Parties and provided furtherthat no amendment or modification (that is not only a correction of a manifest error or of a formal, minor or technical nature) shall be made to this Agreement unless the Issuer has received from each of the Rating Agencies prior written confirmation that the proposed amendment or modification shall not cause their then respective rating of the Compartment 1 Notes to be reduced or withdrawn.

(b) Any change to the Post-enforcement Priority of Payment which is adverse to the interests of any of the Secured Parties shall, for the avoidance of doubt, be deemed materially prejudicial to the interests of the Secured Parties, unless the Trustee has obtained the prior written consent to such change from such of the aforementioned parties to whose interests the Trustee believes such change is adverse.

(c) All Secured Parties (other than the Compartment 1 Noteholders) herewith consent to any modification or amendment the Trustee might make in accordance with sub-clause (a) however, the Trustee shall give notice of any such modification or amendment pursuant to sub-clause (a) above to each of the Secured Parties as soon as practicable thereafter provided that failure to give such notice shall not invalidate such modification or amendment or render it unenforceable against any Secured Party.

(d) Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under this Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

23.3 Severability

Without prejudice to any other provision hereof, if at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction this shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

88

All parties hereto agree that any such invalid, illegal or unenforceable provision shall be automatically replaced with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision. Equally, the parties hereto agree that any lacunae in this Agreement shall be automatically filled with a provision that reflects the commercial intentions of the parties in the best possible way.

23.4 Assignments and transfer

(a) This Agreement shall be binding upon, and inure to the benefit of, each of the parties to this Agreement and their respective successors and permitted assigns.

(b) The Trustee may novate all of its respective rights and obligations under this Agreement in favour of a substitute Trustee appointed in accordance with Clause 20 (Resignation and substitution of the Trustee). Upon such novation taking effect, the replacement Trustee shall be acting as trustee for the purposes of this Agreement in place of the previous Trustee.

(c) The Issuer shall not be entitled to assign, sub-participate or novate or otherwise dispose of all or any of its rights or obligations under this Agreement.

23.5 No proceedings

Prior to the date that is one year and one day after all of the Secured Obligations have been paid in full, none of the Secured Parties or the Trustee shall take any action or institute any proceeding against the Issuer under any Applicable Insolvency Law or seek the protection of any Applicable Insolvency Law, provided that any such Person may become party to and participate in any proceeding or action under any Applicable Insolvency Law that is initiated by any Person other than either such Person or one of its Affiliates. The provisions of this Clause 23.5 (No proceedings) shall survive the termination of this Agreement.

23.6 Limited recourse

(a) Without limitation to the generality of the above, each of the Secured Parties agrees that until all sums required by the terms of this Agreement to be paid in priority thereto have been paid or discharged in full and then if and only to the extent that the Issuer shall have funds available to pay such amounts and shall be permitted to pay such amounts in accordance with the terms of this Agreement together with all other amounts payable pari passu therewith, no amount payable by the Issuer to the relevant Secured Party hereunder shall be paid or discharged to it. The provisions of this clause 23.6 (a) (Limited recourse) shall survive the termination of this Agreement.

(b) In the event of any payment, repayment or distribution in cash or in kind being made to any Secured Party otherwise than in accordance with the provisions of this Agreement or all or any of the Secured Obligations being set-off against any moneys, liabilities or obligations now or at any

89

time hereafter due, owing or incurred from or by the Issuer to any Secured Party, the relevant Secured Party undertakes (as a separate covenant) with the Issuer and the Trustee that it will promptly pay or deliver (without set-off, deduction or counterclaim) an amount equal to the amount so paid, repaid or distributed in cash or kind or set-off to the Issuer or, following the service of an Enforcement Notice, the Trustee, to be applied in or towards discharge of the liabilities and obligations of the Issuer in the Post-enforcement Priority of Payments.

(c) The Secured Parties hereby acknowledge and agree that the obligations of the Issuer under this Agreement will be solely the corporate obligations of the Issuer in respect of Compartment 1, and that the Secured Parties shall not have any recourse against any of the shareholders, directors, officers or employees or Compartments other than Compartment 1 of the Issuer for any claims, Losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by this Agreement.

23.7 Counterparts

[Intentionally omitted in this Offering Circular]

23.8 Third-party benefit

Unless expressly stipulated herein otherwise, a Person who is not a party to this Agreement has no right under section 328 of the Civil Code to enforce or to enjoy the benefit of any term of this Agreement.

23.9 Ringfencing and further securities/transactions

All parties hereto agree that each Transaction 1 Document (other than the Corporate Services Agreement) shall incur obligations and liabilities in respect of Compartment 1 of the Issuer only and that the Transaction 1 Documents shall not, at present or in the future, create any obligations or liabilities in respect of the Issuer generally or in respect of any Compartment of the Issuer other than Compartment 1. All parties hereto further agree that the immediately preceding sentence shall be an integral part of all Transaction 1 Documents and that, in the event of any conflict between any provision of any Transaction 1 Documents and the immediately preceding sentence, the immediately preceding sentence shall prevail.

23.10 Actions of the Issuer requiring consent

The Issuer shall not enter any further securitisation transactions and shall not issue any further securities unless (a) one or more reputable law firm(s) (as appropriate) shall have, in one or more legal opinion(s) satisfactory to the Issuer, confirmed to the Issuer that as a result of the issuance of the securities or the entrance into any other transaction documents related therewith, the Issuer shall not incur any payment or other obligations in respect of its Compartment 1 or in respect of any other pre-existing Compartment and (b) based, inter alia, on such legal opinion, the board of directors of the Issuer shall have approved the issuance of the securities and the entrance into related transaction documents.

90

23.11 Global condition precedent

All parties hereto agree that it shall constitute an (additional) condition precedent in respect of each individual Transaction 1 Document that all Transaction 1 Documents have, no later than the Closing Date, been executed and delivered by each of the relevant parties thereto. Each party to Transaction 1 acknowledges that all other parties to Transaction 1 are entering into Transaction 1 in reliance upon all Transaction 1 Documents being validly entered into by all relevant parties to such documents.

23.12 Sequential Amortisation Event Determination

The trustee shall promptly make all determinations as to the occurrence of a Sequential Amortisation Event.

23.13. No exclusivity

Nothing in this Agreement shall prevent the Trustee from rendering services similar to those provided for in this Agreement or to enter into similar arrangements with any other Person.

24. Governing law and jurisdiction

24.1 Governing law

This Agreement is governed by and shall be construed in accordance with the laws of Germany.

24.2 Jurisdiction

(a) Each party to this Agreement irrevocably agrees that the Regional Court (Landgericht) of Frankfurt/Main shall have non-exclusive jurisdiction to hear and determine any proceedings and to settle any disputes brought in connection herewith and each party hereto irrevocably submits to the jurisdiction of the German courts. This jurisdiction agreement is not concluded for the benefit of only one party.

(b) Nothing in this Clause 24 (Governing law and jurisdiction) shall limit any party’s right to take proceedings against any other party in any other jurisdiction or in more than one jurisdiction concurrently, subject to article 17 of the Convention on jurisdiction and the enforcement of judgments in civil and commercial matters opened for signature in Brussels in 1968 and article 17 of the similarly-named Convention opened for signature in Lugano in 1988 or Council Regulation (EC) No. 44/2001 of 22 December 2000 on jurisdiction and the enforcement of judgments in civil and commercial matters.

(c) Each party hereto also irrevocably waives (and irrevocably agrees not to raise) any objection which it might at any time have on the ground of forum non conveniens or any other ground to proceedings being taken in any court referred to in this Clause 24 (Governing law and jurisdiction), and irrevocably agrees that any judgment in proceedings taken in any such

91

court shall be conclusive and binding on it and may be enforced in any other jurisdiction.

(d) The Issuer appoints the Servicer as its agent for service of any claim form, summons, order, judgment or other document arising in relation to this Agreement. In the event that the said agent resigns or is removed the Issuer undertakes to promptly notify the Trustee and shall forthwith appoint a replacement agent for this purpose. Each of the other parties hereto that is not resident in Germany appoints the Person specified in a separate letter addressed to the Issuer with a copy to the Servicer and the Trustee no later than on the Issue Date.

IN WITNESS WHEREOF, this Agreement is duly executed and delivered on the date and the year first above written.

92

Schedule I: Pre-enforcement Interest Priority of Payments

On each Payment Date the Adjusted Interest Collections and the General Reserve Amount shall be allocated in the following manner and priority:

(a) first, amounts payable by the Issuer in respect of taxes (if any);

(b) second, amounts payable to the Trustee under the Trust Agreement;

(c) third, on a pari passu basis, amounts payable to (i) the Data Trustee under the Data Trust Agreement, (ii) the Rating Agencies in respect of the monitoring fees, (iii) the Servicer under the Servicing Agreement and under the Commingling Reserve Agreement, (iv) the Corporate Services Provider under the Corporate Services Agreement, (v) the Transaction Calculation Agent under the Transaction Calculation Agency Agreement and the Paying Agents, the Interest Determination Agent, and Luxembourg Listing Agent under the Agency Agreement, and the Issuer Account Bank under the Bank Account Agreement, (vi) listing costs, (vii) auditor fees and (viii) any fees reasonably required (in the opinion of the Corporate Services Provider) for the filing of annual tax returns or exempt company status fees;

(d) fourth, (i) Swap Net Cashflow payable by the Issuer to the Swap Counterparty and (ii) swap termination payments due to the Swap Counterparty under the Swap Agreement except in circumstances where the Swap Counterparty is the defaulting party (as defined in the Swap Agreement) or where there has been a termination of the Swap due to a termination event with the Swap Counterparty being the affected party (as defined in the Swap Agreement);

(e) fifth, on a pari passu basis, Interest Amounts and Unpaid Interest Amount payable to the Class A Compartment 1 Noteholders;

(f) sixth, on a pari passu basis, Interest Amounts and Unpaid Interest Amount payable to the Class B Compartment 1 Noteholders;

(g) seventh, an amount equal to the Unreimbursed Liquidity Drawings on such Payment Date will be credited to the General Reserve Account-C1;

(h) eighth, an amount equal to the Unreimbursed Reallocated Principal Collections on such Payment Date will be treated as Principal Collections for such Payment Date;

(i) ninth, an amount equal to the Defaulted Amount for such Payment Date will be treated as Principal Collections for such Payment Date;

(j) tenth, an amount equal to the Unreimbursed Defaulted Amounts on such Payment Date will be treated as Principal Collections for such Payment Date;

(k) eleventh, to credit to the General Reserve Account-C1 an amount to increase the General Reserve Amount up to the Initial General Reserve Amount;

(l) twelfth, any amount due to the Swap Counterparty under the Swap Agreement upon the termination of the Swap Agreement where the Swap Counterparty is the defaulting party or the affected party (as such terms are defined in the Swap Agreement) and any other amount payable to the Swap Counterparty under the Swap;

93

(m) thirteenth, accrued and unpaid interest payable to the Subordinated Lender under the Subordinated Loan Agreement;

(n) fourteenth, as from the date on which all Compartment 1 Notes are redeemed in full, principal payable to the Subordinated Lender under the Subordinated Loan until the Subordinated Loan has been redeemed in full; and

(o) fifteenth, to pay all remaining excess to the Seller by way of a final success fee.

Provided always that:

(a) Recoveries cannot be used to cover items (a) to (h) unless the Class A Compartment 1 Notes Outstanding Principal Amount has been paid in full;

(b) Excess Spread cannot be used to cover items (i), (j) and (k);

(c) Item (g) shall only be covered by Excess Spread;

(d) Item (h) shall first be covered by Excess Spread; and

(e) "payable amount" shall mean any amount that is payable to the respective recipient on the relevant Payment Date (including amounts unpaid and overdue) or will become payable prior to the next following Payment Date.

94

Schedule II: Pre-enforcement Principal Priority of Payments

On each Payment Date the Adjusted Total Principal Collections will be applied in making payment or provision in the following manner and priority:

(a) to pay the Class A Compartment 1 Noteholders, up to the Class A Notes Amortisation Amount for such Payment Date, until the outstanding principal balance thereof has been paid in full; and

(b) to pay the Class B Compartment 1 Noteholders, up to the Class B Notes Amortisation Amount for such Payment Date, until the outstanding principal balance thereof has been paid in full.

95

Schedule III: Post-enforcement Priority of Payments

After the occurrence of an Enforcement Event, the Trustee shall distribute Available Post-enforcement Funds (and the Issuer will tolerate such distribution) in the following mannerand priority:

(a) first, amounts payable by the Issuer in respect of taxes (if any);

(b) second, amounts payable by the Issuer (i) to the Trustee under the Trust Agreement (other than Trustee Claims);

(c) third, on a pari passu basis, amounts payable by the Issuer to (i) the Data Trustee under the Data Trust Agreement, (ii) the Rating Agencies in respect of the monitoring fees, (iii) the Servicer under the Servicing Agreement and under the Commingling Reserve Agreement, (iv) the Corporate Services Provider under the Corporate Services Agreement, (v) the Transaction Calculation Agent under the Transaction Calculation Agency Agreement and the Paying Agents, the Interest Determination Agent, and Luxembourg Listing Agent under the Agency Agreement, and the Issuer Account Bank under the Bank Account Agreement, (vi) listing costs, (vii) auditor fees and (viii) any fees reasonably required for the filing of annual tax returns or exempt company status fees;

(d) fourth, (i) Swap Net Cashflow payable by the Issuer to the Swap Counterparty and (ii) swap termination payments due to the Swap Counterparty under the Swap Agreement except in circumstances where the Swap Counterparty is the defaulting party (as defined in the Swap Agreement) or where there has been a termination of the Swap due to a termination event with the Swap Counterparty being the affected party (as defined in the Swap Agreement);

(e) fifth, on a pari passu basis, Interest Amounts (including, for the avoidance of doubt, Unpaid Interest Amounts) payable by the Issuer to the Class A Compartment 1 Noteholders in respect of interest;

(f) sixth, on a pari passu basis, Interest Amounts (including, for the avoidance of doubt, Unpaid Interest Amounts) payable by the Issuer to the Class B Compartment 1 Noteholders in respect of interest;

(g) seventh, on a pari passu basis, amounts payable by the Issuer to the Class A Compartment 1 Noteholders in respect of principal until the Class A Compartment 1 Notes are redeemed in full;

(h) eighth, on a pari passu basis, amounts payable by the Issuer to the Class B Compartment 1 Noteholders in respect of principal until the Class B Compartment 1 Notes are redeemed in full;

(i) ninth, any amount due to the Swap Counterparty under the Swap Agreement upon the termination of the Swap Agreement where the Swap Counterparty is the defaulting party or the affected party (as such terms are defined in the Swap Agreement) and any other amount payable to the Swap Counterparty under the Swap;

(j) tenth, accrued and unpaid interest payable to the Subordinated Lender under the Subordinated Loan Agreement;

96

(k) eleventh, as from the date on which all Compartment 1 Notes are redeemed in full, principal payable to the Subordinated Lender under the Subordinated Loan Agreement;

(l) twelfth, to the Seller any residual amounts by way of a final success fee.

Provided always that:

(a) Excess Spread cannot be used to cover items (g) and (h) in the above Post-enforcement Priority of Payments; and

(b) "payable amount" shall mean any amount that is payable to the respective recipient on the relevant Payment Date (including amounts unpaid and overdue) or will become payable prior to the next following Payment Date.

97

SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS

1. Loan Receivables Purchase Agreement

Pursuant to the Loan Receivables Purchase Agreement the Issuer will purchase the Portfolio from the Seller on or prior to the Purchase Date. The purchase of the Portfolio will be carried out in accordance with the Eligibility Criteria.

Pursuant to the Loan Receivables Purchase Agreement, the Seller represents to the Issuer that each Purchased Loan Receivable and the related Loan Agreement complies, as of the Cut-Off Date, with the Eligibility Criteria and, as of the Closing Date, with the Seller Loan Warranties set out in "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL" herein.

The Offer by the Seller for the Purchase of Loan Receivables under the Loan Receivables Purchase Agreement contains certain relevant information for the purpose of identification of the Purchased Loan Receivables. In the Offer, the Seller represents that certain representations and warranties with respect to the relevant Loan Receivable are true and correct as of the Closing Date, (Seller Loan Warranties). See "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL — Seller Loan Warranties".

Upon acceptance, the Issuer Acquires or purports to Acquire in respect of the relevant Loan Receivables unrestricted title as from the Cut-Off Date immediately preceding the date of such Offer, other than any Loan Receivables which have become due prior to or on such Cut-Off Date together with all of the Seller’s rights, title and interest in the related Loan Collateral in accordance with the Loan Receivables Purchase Agreement. As a result, the Issuer obtains the full economic ownership in the Purchased Loan Receivables as from the relevant Cut-Off Date, including Principal and Interest, and is free to transfer or otherwise dispose over (verfügen) the Purchased Loan Receivables,subject only to the contractual restrictions provided in the relevant Loan Agreement and the contractual agreements underlying the related Loan Collateral.

If for any reason title to any Purchased Loan Receivable or related Loan Collateral is not transferred to the Issuer, the Seller, upon receipt of the relevant Purchase Price (EUR 699,996,647.88) and without undue delay, is obliged to take all action necessary to perfect the transfer of title. All Losses, costs and expenses which the Issuer incurred or will incur by taking additional measures due to the Purchased Loan Receivables or the related Loan Collateral not being sold or transferred or only being sold and transferred will be borne by the Seller.

Each sale and assignment of the Loan Receivables pursuant to the Loan Receivables Purchase Agreement constitutes a sale without recourse (regressloser Verkauf wegen Bonitätsrisiken). This means that the Seller will not bear the risk of the inability of any Obligor to pay the relevant Purchased Loan Receivables. However, in the event of any breach of the Eligibility Criteria and/or Seller Loan Warranties, the Seller owes the payment of Deemed or Unwind Collections regardless of the respective Obligor’s credit strength.

Pursuant to the Loan Receivables Purchase Agreement, the delivery (Übergabe) necessary to effect the transfer of title in respect of the Financed Vehicles (including any subsequently inserted parts in the Financed Vehicles) and other moveable related Loan

98

Collateral (including any vehicle certificate (Kfz-Brief)) is replaced by the Seller’s assignment to the Issuer of all claims, present or future, to request transfer of possession (Herausgabeanspruch) thereof from the relevant third parties holding such possession. In addition, where the Seller holds direct possession of any of the Financed Vehicles and other moveable related Loan Collateral, the Issuer has been granted indirect constructive possession (mittelbarer Besitz) by the Seller in respect thereof.

Deemed or Unwind CollectionsIf certain events (see the definition of Deemed or Unwind Collections in " THE MASTER DEFINITIONS SCHEDULE — Deemed or Unwind Collections") occur with respect to a Purchased Loan Receivable, the Issuer will be deemed to have received a Deemed or Unwind Collection. To this end, the Seller has undertaken to pay Deemed or Unwind Collections in the amount of the Outstanding Loan Principal Amount of the affected portion of the Purchased Loan Receivable to the Issuer. Upon receipt thereof, such Purchased Loan Receivable and the relevant Loan Collateral (unless it is extinguished) will be automatically re-assigned to the Seller by the Issuer on the next succeeding Payment Date on a non-recourse or guarantee basis on the part of the Issuer. The costs of such assignment will be borne solely by the Seller.

All Deemed or Unwind Collections will be held by the Seller on trust in the name and for the account of the Issuer until payment is made to the Operating Account-C1 on the next following Payment Date.

Use of Loan CollateralThe Issuer has agreed to make use of any Loan Collateral only in accordance with the provisions governing such Loan Collateral and the related Loan Agreement.

The Seller will, at its own cost, keep the Loan Collateral free of, or release such from any interference or security rights of third parties and undertake all steps necessary to protect the interest of the Issuer in the Financed Vehicles.

Taxes and Increased CostsPursuant to the Loan Receivables Purchase Agreement, the Seller shall pay any stamp duty, registration and other similar taxes levied on the Issuer by a tax or other authority or any public entity to which the sale of the Loan Receivables pursuant to the Loan Receivables Purchase Agreement may at any time become subject subsequent to the date of this Agreement and, from time to time on demand of the Issuer, indemnify the Issuer against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax.

In addition, the Seller will pay all taxes levied on the Issuer (in each case excluding taxes on the net income, profits or net worth under Luxembourg law, or any other applicable law) due to the Issuer having entered into the Loan Receivables Purchase Agreement or the other Transaction 1 Documents. Upon demand of the Issuer, the Seller will indemnify the Issuer against any liabilities, costs, claims and expenses which arise from the non-payment or the delayed payment of any such taxes, except for those penalties and interest charges which are attributable to the gross negligence or wilful misconduct of the Issuer.

All payments to be made by the Seller to the Issuer pursuant to the Loan Receivables Purchase Agreement will be made free and clear of and without deduction for or on account of any tax. The Seller will reimburse the Issuer for any deductions or retentions which may be made on account of any tax. The Seller will have the opportunity and authorisation to raise defences against the relevant payment at the Seller’s own costs.

99

Where the Issuer has received a credit against a relief or remission for, or repayment of, any tax, then if and to the extent that the Issuer determines that such credit, relief, remission or repayment is in respect of the deduction or withholding giving rise to such additional payment or with reference to the liability, expense or Loss which caused such additional payments, the Issuer will, to the extent that it can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Seller such amount as the Issuer will have concluded to be attributable to such deduction or withholding or, as the case may be, such liability, expense or Loss, provided that the Issuer will not be obliged to make any such payment until it is, in its sole opinion, satisfied that its tax affairs for its tax year in respect of which such credit, relief, remission or repayment was obtained have been finally settled.

Insurance and Financed VehiclesAny (contingent) residual debt insurance claims (Restschuldversicherung) in respect of any Financed Vehicles or other Loan Collateral form part of the Loan Collateral which has been assigned to the Issuer under the Loan Receivables Purchase Agreement. If the Seller or the Servicer receives any proceeds from property insurances (Kaskoversicherungen) or claims from third parties which have damaged any Financed Vehicles as well as claims against the insurer of such third parties which form part of the Loan Collateral, such proceeds will be used to repair such damaged Financed Vehicles. If the relevant damaged Financed Vehicle cannot be repaired, such proceeds will be applied in repayment of the relevant Loan Receivables.

Notification of AssignmentThe Obligors and other relevant debtors will only be notified by the Seller in respect of the assignment of the Purchased Loan Receivables and related Loan Collateral upon request by the Issuer following the occurrence of an Obligor Notification Event or whenever it is necessary to protect the Issuer’s justified interests. Should the Seller fail to notify the Obligors and the other relevant obligors within five (5) Business Days of such request, the Issuer may notify the Obligors and other relevant debtors of the assignment of the Purchased Loan Receivables and the related Loan Collateral itself. Without prejudice to the foregoing, under the Servicing Agreement the Issuer is entitled to notify by itself, through the substitute Servicer or any other agent, or require the Servicer to notify the Obligors, of the assignment if an Obligor Notification Event has occurred.

In addition, at any time after an Obligor Notification Event has occurred or whenever it is necessary to protect the justified interests of the Issuer, the Seller, upon request of the Issuer, will inform any relevant insurance company of the assignment of any insurance claims and procure the issuance of a security certificate (Sicherungsschein) in the Issuer’s name. The Issuer is authorised to notify the relevant insurance company of the assignment on behalf of the Seller. Prior to notification, the Obligors will continue to make all payments to the account of the Seller as provided in the relevant Loan Agreement between each Obligor and the Seller and each Obligor will obtain a valid discharge of its payment obligation.

Instalment of new parts or replacement parts in Financed VehiclesIf, after transfer of title to any Financed Vehicle to the Issuer, any new parts or any new replacement parts are installed into such Financed Vehicle and the Seller acquires title to or a co-ownership interest in such parts, the Seller will transfer such title or co-ownership interest by way of security to the Issuer and the Issuer will not be obliged to make any further payments in respect of such parts.

100

Clean Up Call OptionIn the circumstances described in Condition 8.3, the Seller may exercise the Clean-Up Call Option.

2. Servicing Agreement

Pursuant to the Servicing Agreement between the Servicer, the Trustee and the Issuer, the Servicer has the right and obligation to administer the Purchased Loan Receivables and the related Loan Collateral, collect and, if necessary, enforce the Purchased Loan Receivables and enforce the related Loan Collateral and pay all proceeds to the Issuer.

Obligation of the ServicerThe Servicer shall act as agent (Beauftragter) of the Issuer under the Servicing Agreement. The duties of the Servicer include the assumption of servicing, collection, administrative and enforcement tasks and specific duties set out in the Servicing Agreement (the "Services").

Under the Servicing Agreement, the Servicer will, inter alia:

• endeavour to realise Recoveries from the Obligors in accordance with the Credit and Collection Policy, see "CREDIT AND COLLECTION POLICY". In relation to the realisation of Recoveries, the Issuer will assist the Servicer in exercising all rights and legal remedies from and in relation to the Purchased Loan Receivables and the related Loan Collateral, as is reasonably necessary. As the definition of Recoveries provides for a deduction of "all out-of-pocket expenses" paid to third parties and incurred by the Servicer in connection with the Collection of Defaulted Loan Receivables or the enforcement of the related Loan Collateral, all such deductible third-party expenses will be effectively borne by the Issuer;

• keep and maintain records, account books and documents in relation to the Purchased Loan Receivables and the related Loan Collateral (including for tax purposes) in a manner such that these are easily distinguishable from those relating to other receivables in respect of which the Servicer is originator, servicer or depositary, or otherwise;

• hold all records relating to the Purchased Loan Receivables in its possession in trust (treuhänderisch) for, and, to the order of, the Issuer;

• assist the Issuer in discharging any related Loan Collateral in respect of any Purchased Loan Receivables which have been paid;

• exercise and preserve all rights of the Issuer under the Loan Agreements and if no payment under the relevant Purchased Loan Receivable is made on the due date thereof, enforce such Purchased Loan Receivable through court proceedings;

• enforce the related Loan Collateral in accordance with the terms of the Servicing Agreement and the Loan Receivables Purchase Agreement and apply the enforcement proceeds to the relevant secured obligations, and, insofar as such enforcement proceeds are applied to Purchased Loan Receivables and constitute Collections, pay such Collections to the Issuer into the Operating Account-C1; and

101

• make available on a monthly basis reports containing updated information with respect to the Portfolio.

The Servicer will administer the Portfolio in accordance with its respective standard procedures, set out in its Credit and Collection Policy for the administration and enforcement of its own consumer loans and related collateral, subject to the provisions of the Servicing Agreement and the Loan Receivable Purchase Agreement. In the administration and servicing of the Portfolio, the Servicer will exercise the due care and diligence of a prudent business person (Sorgfalt eines ordentlichen Kaufmannes) as if it was administering receivables on its own behalf. The Servicer will ensure that it has all required licences, approvals, authorisations and consents which are necessary or desirablefor the performance of its duties under the Servicing Agreement.

Pursuant to the Servicing Agreement, the Servicer shall be authorised to modify within the limits of the Eligibility Criteria (applied as of the date of such modification) the terms of a Purchased Loan Receivable.

Use of Third PartiesThe Servicer may delegate and sub-contract its duties in connection with the servicing and enforcement of the Purchased Loan Receivables and/or foreclosure on the related Loan Collateral, provided that such third party has all licences required for the performance of the servicing delegated to it, in particular any licences required under the Act on Rendering Legal Advice (Rechtsberatungsgesetz) and, subject to certain exceptions, both the Issuer and the Trustee have given their prior written consent. The Trustee may, without prejudice to its duty of care pursuant to the Trust Agreement and in particular, without limitation, subject to its duty to act in a timely manner, request a confirmation from each of the Rating Agencies that such delegation or sub-contracting of the Servicer’s duties would not negatively affect or result in a downgrading or withdrawal of the rating of any Compartment 1 Note. However, in doing so, the Servicer continues to bear full liability for the performance of its obligations under the Servicing Agreement. The Servicer is not entitled to delegate or sub-contract any other duties under the Servicing Agreement. The Servicer will promptly notify the Rating Agencies of any such delegation or sub-contracting.

Servicing Fee and Reimbursement of Enforcement ExpensesAs consideration for the performance of the Services pursuant to the Servicing Agreement, the Servicer is entitled to a fee as agreed between the Issuer and the Servicer in a separate side letter. The fee will be paid by the Issuer in monthly instalments on each Payment Date with respect to the immediately preceding Collection Period in arrear.

The fee will cover any tax including value added tax (if applicable) and all costs, expenses and other disbursements incurred in connection with the enforcement and servicing of the Performing Loan Receivables and related Loan Collateral as well as the rights and remedies of the Issuer (excluding, for the avoidance of doubt, Defaulted Loan Receivables) and the other Services.

Cash Collection ArrangementsAt any time after an Obligor Notification Event has occurred or whenever it is necessary to protect the justified interests of the Issuer, the Seller, upon request of the Issuer, will inform any relevant insurance company of the assignment of any insurance claims and procure the issuance of a security certificate (Sicherungsschein) in the Issuer's name (see "Loan Receivables Purchase Agreement — Notification of

102

Assignment"). The Seller expects that the Obligors will continue to make all payments to the account of the Seller as provided in the Loan Agreements between each Obligor and the Seller and thereby obtain a valid discharge of their respective payment obligation.

Under the terms of the Servicing Agreement, the Collections received by the Servicer in respect of a Collection Period will be transferred on the Payment Date related to such Collection Period into the Operating Account-C1 or as otherwise directed by the Issuer or the Trustee. Until such transfer, the Servicer will hold the Collections and any other amount received on trust (treuhänderisch) for the Issuer and will give directions to the relevant banks accordingly. All payments will be made free of all bank charges and costs as well as any tax for the recipient thereof.

Information and Regular ReportingThe Servicer will use all reasonable endeavours to safely maintain records in relation to each Purchased Loan Receivable in computer readable form. The Servicer will notify the Issuer, the Transaction Calculation Agent, the Principal Paying Agent, the Trustee and the Rating Agencies of its intention to adversely change its administrative or operating procedures relating to the keeping and maintaining of records. Any such adverse change requires, prior to its implementation, the prior written consent of the Issuer and the Rating Agencies. For this purpose, "adverse change" means a material change to the respective administrative or operative procedures that has, or could have, a negative impact on the collectability or enforceability of the Purchased Loan receivables.

The Servicing Agreement requires the Servicer to furnish on each Reporting Date the Monthly Reports to the Issuer, with a copy to the Corporate Services Provider, the Transaction Calculation Agent and the Trustee, as well as certification that no Obligor Notification Event or Servicer Termination Event has occurred provided that in any event the Secrecy Rules shall be observed. The Servicer will, upon request, provide the Issuerand the Transaction Calculation Agent with all additional information concerning the Purchased Loan Receivables and the related Loan Collateral in which the Issuer has a legitimate interest, subject to the terms of the Servicing Agreement, the Secrecy Rules and the Data Trust Agreement.

Termination of Loan Agreements and EnforcementIf an Obligor defaults on a Purchased Loan Receivable, the Servicer will proceed in accordance with the Credit and Collection Policy. The Servicer will abide by the enforcement and realisation procedures as set out in the Loan Receivables Purchase Agreement and the Servicing Agreement in conjunction with the Credit and Collection Policy. If the related Loan Collateral is to be enforced, the Servicer will take such measures as (within the limits of the Credit and Collection Policy) it deems necessary in its professional discretion to realise the related Loan Collateral.

The Servicer will pay the portion of the enforcement proceeds to the Issuer which have been or are to be applied to the Purchased Loan Receivables or to which the Issuer is otherwise entitled in accordance with the Servicing Agreement.

Finally, under the terms of the Servicing Agreement, the Servicer shall have to provide to the Issuer specific collateral on any Payment Date on which the outstanding amount of deposits received by the Servicer from Obligors of Purchased Loan Receivables exceeds one (1) per cent of the Aggregate Outstanding Loan Principal Amount. The amount of any such collateral shall be placed by the Issuer in an interest bearing account and shall equal on any Payment Date the outstanding amount of such deposits. To the extent that on any subsequent Payment Date the outstanding amount of deposits is less than one (1) per

103

cent of the then Aggregate Outstanding Loan Principal Amount, the Issuer shall return the cash collateral (plus any accrued interest) to the Servicer. If on any Payment Date, the Servicer fails to provide the collateral (and does not cure such failure within four (4) Business Days after the relevant Payment Date), a Servicer Termination Event will be triggered.

Termination of the ServicerUnder the Servicing Agreement, the Issuer may at any time terminate the appointment of the Servicer and appoint a substitute Servicer if a Servicer Termination Event has occurred.

According to the Servicing Agreement, the appointment of the Servicer is, inter alia, automatically terminated in the event that in respect of the Servicer an Insolvency Event or a Moratorium Event has occurred and both an Insolvency Event and a Moratorium Event in respect of the Servicer shall constitute an Obligor Notification Event.

Pursuant to the provisions of the Servicing Agreement, if an Obligor Notification Event occurs, the Servicer shall promptly deliver an Obligor Notification Event Notice. If the Servicer fails to deliver such Obligor Notification Event Notice within five (5) Business Days after the Obligor Notification Event, the Issuer shall have the right to deliver or to instruct a substitute Servicer or an agent that is compatible with the Secrecy Rules to deliver on its behalf the Obligor Notification Event Notice provided that, subject always to the Secrecy Rules and in accordance with the terms of the Data Trust Agreement, the Data Trustee shall have to, inter alia, at the request of the Issuer despatch the decryption key to the Trustee or any substitute Servicer. See "SUMMARY OF THE OTHER PRINCIPAL DOCUMENTS" ─ "Data Trust Agreement".

The Servicer is only entitled to resign as Servicer under the Servicing Agreement for good cause (aus wichtigem Grund).

The outgoing Servicer and the Issuer will execute such documents and take such actions as the Issuer may require for the purpose of transferring to the substitute or replacement Servicer the rights and obligations of the outgoing Servicer, assumption by any substitute or replacement Servicer of the specific obligations of substitute or replacement Servicers under the Servicing Agreement and releasing the outgoing Servicer from its future obligations under the Servicing Agreement. Upon termination of the Servicing Agreement with respect to the Servicer and the appointment of a substitute or a replacement Servicer, the Servicer will transfer to the substitute Servicer or any other substitute or replacement Servicer all Records and any and all related material, documentation and information.

Any termination of the appointment of the Servicer or of a substitute or replacement Servicer will be notified by the Issuer (acting through the Corporate Services Provider) to the Rating Agencies, the Trustee, the Lead Managers, the Principal Paying Agent and the Transaction Calculation Agent.

Set-off against claims of DaimlerChrysler Bank AGIf DaimlerChrysler Bank AG in its capacity as Servicer has breached any of its obligations under the Servicing Agreement and if as a result of such breach the Issuer has a claim for the payment of damages against DaimlerChrysler Bank AG and such indemnification has become due and payable, then the Issuer will be entitled to set-off its indemnification claim(s) against all its payment obligations to DaimlerChrysler Bank AG under, inter alia, the Subordinated Loan Agreement (entered into by DaimlerChrysler Bank AG in its capacity as Subordinated Lender) or the Loan Receivables Purchase

104

Agreement (entered into by DaimlerChrysler Bank AG in its capacity as Seller).

3. Commingling Reserve Account Agreement

Under the Commingling Reserve Account Agreement, the Servicer undertakes to remit to the Issuer on the Issue Date and on the relevant Payment Date, as applicable, certain amounts by way of deposit (Kaution) providing collateral for its actual or contingent obligations under the Servicing Agreement to transfer Collections to the Issuer on each Payment Date.

The Servicer undertakes to ensure that the amount of the Commingling Reserve Cash Collateral as of any Payment Date relating to a Collection Period be equal to the Commingling Reserve Required Amount as of such Payment Date. Accordingly, the initial remittance of cash by the Servicer in respect of the Commingling Reserve Cash Collateral shall be made as follows: on the Issue Date, the Servicer shall transfer to the Issuer (or procure such transfer to be made) into the Commingling Reserve Account-C1 an amount being equal to the Commingling Reserve Required Amount as of such date.

The Commingling Reserve Required Amount is equal to:

- from (and including) the Issue Date to (and excluding) the Payment Date falling in October 2006, EUR 40 million;

- from (and including) the Payment Date falling in October 2006 to (and excluding) the Payment Date falling in October 2007, EUR 30 million;

- from (and including) the Payment Date falling in October 2007 to (and excluding) the Payment Date falling in October 2008, EUR 20 million;

- from (and including) the Payment Date falling in October 2008 to (and excluding) the Payment Date falling in October 2009, EUR 10 million;

- from (and including) the Payment Date falling in October 2009 to (and including) the earlier of (i) the Payment Date on which the Compartment 1 Notes have been fully amortised and (ii) the Final Maturity Date, EUR 5 million.

The Issuer, as owner of the amounts deposited under the Commingling Reserve Cash Collateral, shall, as between the Servicer and the Issuer, have the sole ownership right in respect of the amounts of the Commingling Reserve Cash Collateral from the date of their transfer to the credit of the Commingling Reserve Account-C1. The Servicer shall not be entitled, at any time, to withdraw the Commingling Reserve Cash Collateral or to set-off the Commingling Reserve Cash Collateral against any amount whatsoever due to it by the Issuer, for any reason whatsoever.

The remittance of any amounts constituting Commingling Reserve Cash Collateral by the Servicer shall not discharge the Servicer of its obligations towards the Issuer relating to the transfer of the Collections in accordance with the provisions of the Servicing Agreement and, more generally, of its obligations under the Transaction 1 Documents.

The obligations of the Servicer to transfer the Collections to the Issuer in accordance with the provisions of the Servicing Agreement shall be performed by payment of such amounts to the Issuer and, if not, by set-off of any such payable amounts against the Commingling Reserve Cash Collateral, which set-off shall therefore reduce the

105

Commingling Reserve Cash Collateral. For the avoidance of doubt, the parties hereto agree and acknowledge that, notwithstanding any set-off, the non-payment by the Servicer of the relevant amounts in accordance with the provisions of the Servicing Agreement shall nevertheless constitute a Servicer Termination Event in accordance with the provisions of the Servicing Agreement.

In the event that the Servicer breaches its obligations to transfer any Collections to the Issuer under the Servicing Agreement, the Issuer shall only be entitled to set-off the amount due and unpaid by the Servicer to the Issuer on such Payment Date against the Commingling Reserve Cash Collateral.

4. Subordinated Loan Agreement

Pursuant to the Subordinated Loan Agreement, a committed subordinated term loan will be made available to the Issuer by the Subordinated Lender. Pursuant to the terms of the Subordinated Loan Agreement, the Issuer will have to draw all amounts thereunder EUR 31,500,000 on or before the Issue Date which the Issuer will credit to the General Reserve Account-C1.

As set out in the Pre-enforcement Interest Priority of Payments (item (n)) and the Post-enforcement Priority of Payments (item (k)), principal under the Subordinated Loan may only be paid if the Compartment 1 Notes have been redeemed in full.

All payments of principal and interest payable by the Issuer to the Subordinated Lender will be made free and clear of, and without any withholding or deduction foror, on account of, tax (if any) applicable to the Subordinated Loan under any applicable jurisdiction, unless such withholding or deduction is required by law. If any such withholding or deduction is imposed, the Issuer will not be obliged to pay any additional or further amounts as a result thereof.

The Subordinated Loan will constitute limited recourse obligations of the Issuer in respect of its Compartment 1. The Subordinated Lender will also agree under the Subordinated Loan Agreement not to take any corporate action or any legal proceedings regarding some or all of the Issuer’s revenues or assets, and not to have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under the Subordinated Loan Agreement by the Issuer. All of the Issuer’s obligations to the Subordinated Lender will be subordinated to the Issuer’s obligations in respect of the Compartment 1 Notes. The claims of the Subordinated Lender will be secured by the Compartment 1 Security, subject to the Applicable Priority of Payments. If the net proceeds, resulting from the Compartment 1 Security becoming enforceable in accordance with the Trust Agreement, are not sufficient to pay all Secured Parties, payments of all other claims ranking in priority to the Subordinated Loan will be made first in accordance with the Post-enforcement Priority of Payment specified in Schedule III to the Trust Agreement and no other assets of the Issuer will be available for payment of any shortfall to the Subordinated Lender. Claims in respect of any such remaining shortfall will be extinguished.

5. Data Trust Agreement

Pursuant to the terms of the Data Trust Agreement, the Seller will deliver to the Data Trustee the decryption key relating to the encrypted portfolio information received by the Issuer from the Seller under the Loan Receivable Purchase Agreement. The Data Trust Agreement has been structured to comply with the Secrecy Rules. Pursuant to the Data

106

Trust Agreement, the Data Trustee will keep the decryption key in safe custody and will protect it against unauthorised access by third parties.

If a Servicer Termination Event has occurred, pursuant to the Data Trust Agreement the Data Trustee will fully co-operate with the outgoing Servicer, the Issuer, any substitute Servicer appointed by the Issuer and with agents of the Issuer that are compatible with the Secrecy Rules. In this event the Data Trustee will also use its best endeavours to ensure, subject always to the Secrecy Rules, that all information necessary to permit timely Collections from the Obligors, especially the decryption key, is at the request of the Issuer duly and swiftly transferred either to the Trustee or the substitute Servicer.

6. Swap Agreement

The Issuer will, on or about the Closing Date, enter into a Swap Agreement with the Swap Counterparty. Under the Swap Agreement, the Issuer will hedge its interest rate exposure resulting from fixed rate interest revenue under the Purchased Loan Receivables and floating rate interest obligations under the Compartment 1 Notes. Under the Swap Agreement, on each Payment Date the Issuer will owe the Swap Fixed Interest Rate applied to the Swap Notional Amount and the Swap Counterparty will pay the Swap Floating Interest Rate equal to EURIBOR per annum as determined by the Interest Determination Agent in respect of the Interest Period immediately preceding such Payment Date, applied to the Swap Notional Amount. Payments under the Swap Agreement will be made on a net basis by the Issuer or the Swap Counterparty depending on which party will, from time to time, owe the higher amount (the "Swap Net Cashflow"). In the absence of defaults or termination events under the Swap Agreement, the interest rate hedge will remain in full force until the Swap Termination Date being the earlier of (i) the Final Maturity Date and (ii) the date of full repayment of all Compartment 1 Notes.

Pursuant to the Swap Agreement, if the Swap Counterparty ceases to be an Eligible Counterparty and unless its cessation to be an Eligible Counterparty does not result in the then current rating of the Compartment 1 Notes being downgraded, the Swap Counterparty shall use its best endeavours to, as soon as reasonably practicable but in any event within thirty (30) days after such down-grading, and at its own cost, (i) transfer all its rights and obligations to a replacement third party that is an Eligible Counterparty and is domiciled in the same jurisdiction as the retiring Swap Counterparty or the Issuer; (ii) procure another person that is an Eligible Counterparty to become jointly and severally liable for or to guarantee the obligations of the Swap Counterparty under the Swap Agreement; (iii) take such other actions agreed with Moody’s and Fitch as permit the preservation of the then current rating of the Compartment 1 Notes; or (iv) subject to the then applicable criteria of Moody’s and (as relevant) Fitch, put in place a mark-to-market collateral arrangement in form and substance acceptable to Moody’s and Fitch provided that, where the Swap Counterparty is rated below BBB+ and/or F2 but at least as high as BBB- and/or F3 (or its equivalent) by Fitch, an independent third party appointed by the Trustee will verify the Swap Counterparty’s mark-to-market calculations and that collateral is provided in a correct and timely manner and provided further that in the event that the long-term unsecured, unguaranteed and unsubordinated debt obligations of the Swap Counterparty are assigned a rating below BBB- by Fitch or the short-term unsecured, unguaranteed and unsubordinated debt obligations of the Swap Counterparty are assigned a rating of less than F3 by Fitch, only the aforementioned items (i) and (ii) will apply. Failure by the Swap Counterparty to comply with any of the aforementioned

107

requirements will constitute grounds for termination by the Issuer of the respective Swap Agreement in accordance with the terms of the Swap Agreement.

In the event that the Swap Counterparty shall post swap collateral to the Issuer, the Issuer undertakes to the Swap Counterparty to open and maintain a separate collateral account in which the Issuer will hold any collateral received from the Swap Counterparty pursuant to the "mark-to-market collateral arrangement" mentioned in item (iv) above. The swap collateral account shall be interest bearing and segregated from the Issuer Accounts-C1, the Trust Account (if any) and the general cash flow of the Issuer. Moneys standing to the credit of the swap collateral account shall not constitute Collections. Furthermore, the Issuer undertakes to the Swap Counterparty to maintain a specific ledger in respect of the cash collateral and such cash collateral shall secure solely the payment obligations of the Swap Counterparty to the Issuer under the Swap Agreement and shall not secure any obligations of the Issuer.

7. Transaction Calculation Agency Agreement

Pursuant to the Transaction Calculation Agency Agreement, the Transaction Calculation Agent will, inter alia, receive the Monthly Reports provided by the Servicer, verify the plausibility, completeness and consistency of the data contained in the Monthly Reports, verify the Servicer’s calculations in respect of Principal Collections, Interest Collections and Deemed or Unwind Collections, maintain a ledger in respect of the calculation of Unreimbursed Defaulted Amounts, a ledger in respect of the calculation of Unreimbursed Reallocated Principal Collections and a ledger in respect of Unreimbursed Liquidity Drawings, make calculations in respect of the Pre-enforcement Interest Priority of Payments, inform the Trustee, the Lead Managers and the Principal Paying Agent and the Seller as to its findings and determinations during the life of Transaction 1, and calculate amounts that can be released to the Servicer pursuant to the Commingling Reserve Account Agreement and calculate all cash payments by the Issuer pursuant to the Applicable Priority of Payments.

Under the Transaction Calculation Agency Agreement, the Transaction Calculation Agent has undertaken to the Issuer to make available through the Transaction Calculation Agent’s website (which is located at www.jpmorganaccess.com) the Monthly Investor Reports, the post-issuance transaction information, no later than on each Investor Reporting Date. The Monthly Investor Reports shall be based upon information provided in the Monthly Reports by the Servicer in accordance with the Servicing Agreement.

For the avoidance of doubt, the afore-mentioned website is no part of this Offering Circular.

In addition, the Transaction Calculation Agent will be performing certain cash management duties on behalf of the Issuer. The Transaction Calculation Agent will be initiating all payments required to be made by the Issuer in respect of the Pre-enforcement Applicable of Funds and will further invest surplus moneys standing to the credit of the Issuer Accounts-C1 in Authorised Investments.

The obligations of the Transaction Calculation Agent under the Transaction Calculation Agency Agreement shall terminate upon at least ninety (90) Business Days' written notice of termination from the Transaction Calculation Agent to the Issuer or from the Issuer to the Transaction Calculation Agent provided that no such notice delivered by the Issuer shall be effective to terminate this Agreement unless the Rating Agencies have provided

108

prior written confirmation to the Transaction Calculation Agent and the Issuer that the termination of the obligations of the Transaction Calculation Agent hereunder shall not cause their respective rating of the Compartment 1 Notes to be lowered or withdrawn. Upon the termination of the current Transaction Calculation Agent pursuant to Clause 10.01 (Term) of the Transaction Calculation Agency Agreement, the Issuer shall have the right to select a successor Transaction Calculation Agent, provided, that, until a successor Transaction Calculation Agent has agreed in writing to perform obligations substantially similar to those of the Transaction Calculation Agent hereunder, the current Transaction Calculation Agent shall continue to act as the Transaction Calculation Agent. As a matter of German law, agreements can always be terminated for good cause (wichtiger Grund). See "RISK FACTORS" – Legal risks – Termination for good cause.

The Transaction Calculation Agent is a member of the JPMorgan Group. JPMorgan Group holds 0.7% of the shares in DaimlerChrysler AG. The Seller and Servicer is an indirectly wholly-owned subsidiary of DaimlerChrysler AG.

8. Agency Agreement

Pursuant to the Agency Agreement, the Principal Paying Agent and the Interest Determination Agent are appointed by the Issuer and will act as agent of the Issuer to make certain calculations, determinations and to effect payments in respect of the Compartment 1 Notes. The functions, rights and duties of the Principal Paying Agent and the Interest Determination Agent are set out in the Conditions. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES".

9. Subscription Agreement

The Issuer, the Seller, the Trustee and the Lead Managers have entered into a Subscription Agreement under which the Lead Managers have agreed to subscribe and pay for the Compartment 1 Notes, subject to certain conditions. The Lead Managers are the beneficiaries of certain representations, warranties and undertakings of indemnification from the Seller and the Issuer. See "SUBSCRIPTION AND SALE".

10. Corporate Services Agreement

Pursuant to a Corporate Services Agreement (i) the Corporate Services Provider provides the Issuer with certain corporate and administrative functions and (ii) Luxembourg International Consulting S.A. shall be instructed by the Corporate Services Provider to provide certain Luxembourg domiciliation functions to the Issuer. Such services to the Issuer include, inter alia, providing directors of the Issuer, keeping the corporate records, convening director’s meetings, providing registered office facilities and suitable office accommodation, preparing and filing all statutory and annual returns, preparing the financial statements and performing certain other corporate administrative services against payment of a fee.

The claims of the Issuer under the Corporate Services Agreement have been transferred to the Trustee for security purposes pursuant to the Trust Agreement. The Corporate Services Agreement is governed by the laws of Luxembourg.

109

EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS

"Weighted Average Life{ XE "Weighted Average Life" }" (WAL) refers to the expected average amount of time that will elapse from the Issue Date to the date of payment of principal to the Compartment 1 Noteholders. The Weighted Average Lives of the Notes will be influenced by, among other things, the actual rate of repayment of the Purchased Loan Receivables. This rate of repayment may itself be influenced by various economic, tax, legal and other factors such as changes in the value of the financed vehicles or the level of interest rates from time to time. Thus, if prevailing interest rates fall below the interest rates on the Purchased Loan Receivables, then the Purchased Loan Receivables are likely to be subject to higher prepayment rates than if prevailing interest rates remain at or above the interest rates on the Purchased Loan Receivables. This in turn will create a shorter Weighted Average Life for the Notes.

The model used in this Offering Circular employs three components, being (i) an assumed constant per annum rate of prepayment (the "CPR{ XE "CPR" }"), (ii) an assumed cumulated gross default rate and (iii) an assumed cumulated recovery rate.

The CPR is a presumed annual constant rate of payments of principal not anticipated by the scheduled amortisation of the loan which, when applied monthly, results in a reduction in the expected pool balance of one twelfth of the stated percentage each month without regard to prepayment penalties.

The gross default rate is a rate of default resulting from the appearance of Defaulted Loan Receivables. Its presumed cumulated rate is based upon DaimlerChrysler Bank's historicals.

The recovery rate is a rate of recovery resulting from the Recoveries in respect of Defaulted Loan Receivables. Its presumed cumulated rate is based upon DaimlerChrysler Bank's historicals.

The model does not purport to be either a historical description of the prepayment or default experience or recovery experience of any pool of loans or a prediction of the expected rate of prepayment or of default or of recovery of any loans, including the Purchased Loan Receivables.

The tables (as set out in the sections of this Offering Circular entitled “DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL”) were prepared based on the characteristics of the Purchased Loan Receivables and the following additional assumptions (the "Modelling Assumptions{ XE "Modelling Assumptions" }"):

(a) the initial Aggregate Outstanding Loan Principal Amount;

(b) each repayment of principal under the Purchased Loan Receivables takes place only on scheduled payment dates;

(c) the Payment Dates are assumed to be the 15th of each month;

(d) the Seller does or does not exercise the Clean-Up Call Option;

110

(e) an assumed gross cumulated default rate;

(f) an assumed cumulated recovery rate; and

(g) other than the stated CPR amount, it is assumed that there is no other form of prepayment.

The actual characteristics and performance of the Purchased Loan Receivables are likely to differ from the assumptions used in constructing the tables set forth below. Those tables are purely indicative and provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios (e.g., it is not expected that the Purchased Loan Receivables will prepay at a constant rate until maturity). Furthermore, it is not expected that all of the Purchased Loan Receivables will prepay at the same rate, or that the cumulated gross default rate and the cumulated recovery rate will remain at the level stated below. Any difference between such assumptions and the actual characteristics and performance of the Purchased Loan Receivables will cause the Weighted Average Lives of the Notes to differ (which difference could be material) from the corresponding information in the tables for each indicated percentage of CPR.

Scenario 1 : No Prepayment

3.5% Gross Default Rate75% Recovery Rate0% annual CPR

Size (EUR) WAL (in months)

Expected Maturity Date

WAL (in months)

Expected Maturity Date

Class A Notes 647 750 000 17.33 Aug - 2008 17.81 Nov - 2009Class B Notes 52 250 000 17.33 Aug - 2008 19.07 Jul - 2010

Scenario 2 : Base Case

3.5% Gross Default Rate75% Recovery Rate15% annual CPR

Size (EUR) WAL (in months)

Expected Maturity Date

WAL (in months)

Expected Maturity Date

Class A Notes 647 750 000 14.28 May - 2008 14.61 May - 2009Class B Notes 52 250 000 14.28 May - 2008 15.62 Jul - 2010

Scenario 3 : 25% annual CPR

3.5% Gross Default Rate75% Recovery Rate25% annual CPR

Size (EUR) WAL (in months)

Expected Maturity Date

WAL (in months)

Expected Maturity Date

Class A Notes 647 750 000 12.45 Feb - 2008 12.77 Jan - 2009Class B Notes 52 250 000 12.45 Feb - 2008 13.68 Sep - 2009

10% Clean-Up Call No Call

10% Clean-Up Call No Call

10% Clean-Up Call No Call

111

DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL

The following is a description of the Portfolio and the Loan Collateral containing the Eligibility Criteria and the Seller Loan Warranties. The text will be attached as Appendix C to the Conditions and constitutes an integral part of the Conditions – in case of any inconsistency in this description of the Portfolio and of the Loan Collateral and elsewhere in the Offering Circular, this Description of the Portfolio and of the Loan Collateral will prevail.

The Portfolio is not actively managed, and the Purchased Loan Receivables may not be replenished or replaced.

1. Eligibility Criteria

"Eligibility Criteria" means, in respect of any Loan Receivable that is the subject of an Offer, relevant:

1. such Loan Receivable has been originated by the Seller pursuant to a Loan Agreement and is in existence and is related to vehicles and has been created in compliance with all applicable laws;

2. each Loan Receivable has been originated in Germany for the retail sale of a financed vehicle in the ordinary course of the Seller's business and none of the Obligors thereof is an Affiliate of DaimlerChrysler AG;

3. the Obligor is not insolvent;

4. the Obligor is a party to the Loan Agreement as primary obligor or guarantor;

5. the title to each vehicle to which such Loan Receivable relates is held by the Seller as security for the financing of such vehicle pursuant to a Loan Agreement;

6. each Loan Receivable is secured by at least a vehicle pursuant to the Loan Agreement;

7. each Loan Receivable has an original term of no longer than 60 months;

8. each Loan Receivable has a seasoning above or equal to 2 months;

9. each Obligor to which such Loan Receivable relates is a resident of Germany;

10. such Loan Receivable may be segregated and identified at any time for the purpose of ownership and at any time be identified as a Purchased Loan Receivable;

11. such Loan Receivable can be validly transferred by way of sale and assignment, such transfer is not subject to any legal or contractual restriction which prevents the valid transfer thereof to the Issuer and, upon such transfer, such Loan Receivable will not be available to the creditors of the Seller upon its insolvency;

112

12. such Loan Receivable is free of rights of third parties, and has not been, in whole or in part, pledged, assigned, discounted, subrogated, transferred or seized or attached in any way and is free and clear of any adverse claims;

13. such Loan Receivable is and was not delinquent (1 unpaid instalment) or defaulted;

14. the Obligor is not entitled to any right of rescission, set-off, counterclaim, contest, challenge or other defence (deriving from the Loan Agreement, the respective vehicle purchase agreement or otherwise) in respect of such Loan Receivable;

15. no Obligor has ever been delinquent nor defaulted;

16. such Loan Receivable is denominated in Euro;

17. such Loan Receivable is governed by the laws of Germany;

18. such Loan Receivable constitutes the legal, valid and binding obligations of the Obligor(s), enforceable against the Obligor(s) in accordance with its terms;

19. payments under such Loan Receivable are not subject to any withholding tax;

20. such Loan Receivable is amortised on a monthly basis and gives rise to monthly instalment payments of principal and interest; whereby Balloon Loan Receivables may be included in the portfolio;

21. the relevant Loan Receivables Obligor is not an employee of DaimlerChrysler AG or any of its Affiliates;

22. no Obligor under such Loan Receivable holds any deposits with the Seller;

23. each Loan Receivable bears interest at an interest rate above or equal to 4% and below or equal to 10% and the interest rate applicable to the Loan Receivable is fixed;

24. the Loan Receivable gives rise to monthly instalment payments above or equal to EUR 25;

25. the vehicle under the Loan Agreement has a manufacturing date above or equal to 01/01/1995 for used vehicles and 01/01/2003 for new vehicles;

26. the vehicle under the Loan Agreement has a sale price below or equal to EUR 150,000;

27. the total current outstanding exposure of the Seller (before giving effect to the sale of the Purchased Loan Receivables) per Borrower is below or equal to EUR 750,000;

28. the Loan Agreement has an initial outstanding equal to or above EUR 1,500;

29. the Loan Agreement has a current outstanding equal to or above EUR 1,000;

113

30. in respect of each Balloon Loan Receivable, the amount of the final balloon instalment is below or equal to 60% of the car or vehicle sale price;

31. the monthly instalments are paid by the borrower through direct debit;

32. the Loan Receivables are not subject to a current account relationship (Kontokorrentabrede);

33. the brand of the respective Financed Vehicle is either a Mercedes, Smart, Chrysler or Jeep.

These “Eligibility Criteria” are relevant as of the Cut-Off Date.

2. Seller Loan Warranties

As of the Closing Date the Seller represents and warrants the following:

(1) The particulars of the Portfolio which are the subject of the Offer are true and accurate as of the Cut-Off Date in all material respects and the identifying number stated therein enables each Loan Agreement to be identified in the records of the Seller.

(2) The Aggregate Outstanding Loan Principal Amount in respect of the Portfolio as of the Cut-Off Date is at least equal to EUR 699,996,647.88.

(3) No selection procedures adverse to the Issuer or the Compartment 1 Noteholders have been employed by the Seller in selecting the Portfolio as of the Cut-Off Date.

(4) Each Loan Agreement was entered into by the Seller on its own account and no Loans were purchased by the Seller.

(5) The Seller is, and always has been, the sole legal owner, entitled to the Loan Receivable and related Loan Collateral.

(6) All Loans made to the Obligors under each Loan Agreement have been fully advanced as of the Cut-Off Date.

(7) The Seller has not in whole or in part assigned (whether outright or by way of security), transferred, sold, conveyed, discounted, novated, charged, disposed of or dealt with the Loan and related Loan Collateral in any way whatsoever and has not permitted any of the same to be seized, attached or subrogated.

(8) The Purchased Loan Receivables are Eligible Loan Receivables as of the Cut-Off Date.

(9) Neither the entry by the Seller into the Transaction 1 Documents to which it is a party nor the assignment of any Loans and related Loan Collateral contemplated thereby has adversely affected or will adversely affect any of the Loan Collateral or has rendered or will render the same unenforceable in whole or in part or be subject to any lien, right of rescission, set-off, compensation, retention, counterclaim or defence and the Seller may assign the Compartment 1 Security without breaching any term or condition applying to any Loan, Loan Agreement

114

or Loan Receivable which prevents the valid transfer of title to the Loan Receivable to the Issuer.

(10) The assignment of the Loans and related Loan Collateral on the Closing Date pursuant to the Loan Receivables Purchase Agreement will be effective to transfer full, unencumbered beneficial title to the Loan, the Loan Agreements, the Loan Receivables and the related Loan Collateral to the Issuer and no further act, condition or thing will be required to be done in connection with such assignment in order to enable the Issuer to require payment of the Loan Receivables to the Issuer, to enforce any such right in court, other than the delivery to each relevant Obligor of an Obligor Notification Event Notice.

(11) All (and not some only) of the Loan Receivables arising under each Loan Agreement included in the Portfolio on or after the Closing Date are the subject of the sale pursuant to the Loan Receivables Purchase Agreement.

(12) The Seller has in all material respects performed all its obligations which havefallen due under or in connection with the Loan Agreements and so far as the Seller is aware, no Obligor has threatened or commenced any legal action which has not been resolved against the Seller for any failure on the part of the Seller to perform any such obligation.

(13) So far as the Seller is aware, no Obligor has asserted and no circumstances exist as a result of which any Obligor would be entitled to assert:

(a) any lien, counter-claim, right of rescission, set-off, retention, subordination, compensation or balance of accounts; or

(b) any defence to payment of any amount due or to become due or to performance of any other obligation due under an Loan Agreement.

(14) Neither the Seller nor any of its agents has received written notice of or become aware that:

(a) any Obligor is or has since the date of the Loan Agreement been in material breach, default or violation of any obligation under such Loan Agreement; or

(b) any event has occurred which, with the giving of notice and/or the expiration of any applicable grace period, would constitute such a material breach, default or violation of any Loan Agreement or that the Seller has exercised any right of enforcement in respect of any Loan Agreement.

(15) No proceedings have been taken by the Seller against any Obligor in respect of any Loan Agreement or Loan Receivable and no judgment debt has been obtained in respect of any Obligor.

(16) Neither the Seller nor any of its agents has received written notice of any litigation, dispute or complaint subsisting, threatened or pending which affects or might affect any Obligor or any Loan Agreement or which may have an adverse effect on the ability of an Obligor to perform its obligations under any Loan Agreement.

115

(17) No Loan Agreement has been terminated, repudiated or rescinded by the Seller or, so far as the Seller is aware, terminated, repudiated or rescinded by any relevant Obligor.

(18) The Seller has not granted a discount to any Obligor in consideration of such Obligor agreeing to pay by direct debit or otherwise.

(19) Prior to entering into each Loan Agreement, the Seller carried out all investigations, searches and other actions and made such enquiries as to the status and creditworthiness of each Obligor thereunder as described in the Credit and Collection Policy.

(20) No fraud, undue, influence, duress or misrepresentation has been perpetrated by the Seller or any of its employees or agents in or in connection with the origination or completion or performance of any Loan Agreement or any related document or act.

(21) No representation or warranty has been made to any Obligor (whether prior to entry into the applicable Loan Agreement or thereafter) which is inconsistent with the terms and conditions of the Loan Agreement to which such Obligor is a party.

(22) The Seller has created and maintained and is in possession of all the records relating to the Loan, the Loan Agreement and the Loan Receivables.

(23) Since entering into the Loan Agreements, the Seller has administered the Loan Agreements acting as a reasonably prudent auto loans lender and in accordance with their operating procedures.

(24) To the extent balloon loan receivables are included in the Loan Portfolio, the obligation of the respective Obligor to pay the final balloon instalment is unconditional (unbedingt) within the meaning of section 158 para. 1 and 2 of the Civil Code.

(25) All information heretofore furnished by the Seller to the Issuer for the purposes of or in connection with this Agreement will be true and accurate in every material respect on the date that such information is stated or certified and does not or will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(26) To the best knowledge and belief of the Seller, there has been no material adverse change in its Credit and Collection Policy since 1 January 2000 and it has materially complied with its Credit and Collection Policy since 1 January 2000, it being understood that the Seller has amended the Credit and Collection Policy several times since 1 January 2000 with a view to improving future portfolio performance, and that there can be no assurance that these amendments will have the desired effects.

(27) The chief place of business (Ort der Geschäftsleitung) and chief executive office (Verwaltungssitz) of the Seller is located in Germany, the offices where the Seller keeps all its Records, are located at the address of the Seller referred to herein or such other locations notified to the Issuer in accordance with Condition 15.4

116

(Jurisdiction) in jurisdictions where all action required hereunder has been taken and completed.

(28) All Purchased Loan Receivables are separately identifiable on the Seller's systems by way of "flagging" or otherwise.

117

PORTFOLIO CHARACTERISTICS AND HISTORICAL DATA

The portfolio information presented in this Offering Circular is based on the pool as of the Cut-Off Date.

1. Portfolio characteristics

Distribution by Current Outstanding

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

0 <= x < 10,000 7,014,427 2.56% 132,965,698 31.23% 139,980,125 20.00% 23,609 47.68%10,000 <= x < 20,000 49,111,150 17.91% 180,008,937 42.28% 229,120,087 32.73% 16,144 32.61%20,000 <= x < 30,000 65,034,900 23.72% 64,163,188 15.07% 129,198,089 18.46% 5,338 10.78%30,000 <= x < 40,000 50,336,593 18.36% 22,582,553 5.30% 72,919,145 10.42% 2,127 4.30%40,000 <= x < 50,000 31,800,580 11.60% 11,728,539 2.75% 43,529,120 6.22% 980 1.98%50,000 <= x < 60,000 24,879,617 9.07% 7,346,855 1.73% 32,226,472 4.60% 590 1.19%60,000 <= x < 70,000 19,923,140 7.27% 3,818,238 0.90% 23,741,378 3.39% 368 0.74%70,000 <= x < 80,000 12,222,823 4.46% 1,926,874 0.45% 14,149,697 2.02% 190 0.38%80,000 <= x < 90,000 7,439,037 2.71% 658,043 0.15% 8,097,079 1.16% 96 0.19%90,000 <= x < 100,000 3,963,165 1.45% 190,569 0.04% 4,153,733 0.59% 44 0.09%

100,000 <= x < 110,000 1,452,905 0.53% 414,217 0.10% 1,867,122 0.27% 18 0.04%110,000 <= x < 120,000 1,014,600 0.37% 0 0.00% 1,014,600 0.14% 9 0.02%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Cut-Off Date Current Outstanding 1,013 1,001 1,001Maximum Cut-Off Date Current Outstanding 116,825 106,252 116,825Average Cut-Off Date Current Outstanding 27,113 10,807 14,138

TOTAL

Current Outstanding

New Used

Distribution by Initial Outstanding

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

0 <= x < 10,000 860,156 0.31% 61,976,771 14.56% 62,836,927 8.98% 13,097 26.45%10,000 <= x < 20,000 17,239,408 6.29% 187,583,479 44.05% 204,822,887 29.26% 19,932 40.26%20,000 <= x < 30,000 60,216,294 21.96% 97,161,811 22.82% 157,378,105 22.48% 8,882 17.94%30,000 <= x < 40,000 49,469,823 18.04% 34,922,568 8.20% 84,392,391 12.06% 3,302 6.67%40,000 <= x < 50,000 36,550,287 13.33% 16,132,276 3.79% 52,682,562 7.53% 1,615 3.26%50,000 <= x < 60,000 23,501,463 8.57% 9,487,797 2.23% 32,989,260 4.71% 834 1.68%60,000 <= x < 70,000 19,314,970 7.04% 7,281,450 1.71% 26,596,420 3.80% 580 1.17%70,000 <= x < 80,000 21,136,564 7.71% 5,450,877 1.28% 26,587,442 3.80% 501 1.01%80,000 <= x < 90,000 20,988,054 7.65% 3,261,704 0.77% 24,249,758 3.46% 398 0.80%90,000 <= x < 100,000 10,871,192 3.96% 1,597,963 0.38% 12,469,155 1.78% 188 0.38%

100,000 <= x < 110,000 8,042,493 2.93% 380,203 0.09% 8,422,696 1.20% 109 0.22%110,000 <= x < 120,000 3,621,087 1.32% 266,043 0.06% 3,887,129 0.56% 46 0.09%120,000 <= x < 130,000 2,381,147 0.87% 300,770 0.07% 2,681,917 0.38% 29 0.06%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Initial Outstanding 2,000 1,500 1,500Maximum Initial Outstanding 128,900 125,000 128,900Average Initial Outstanding 37,115 14,979 19,501

TOTAL

Initial Outstanding

New Used

Distribution by Client Type

Client TypeAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

Commercial 233,170,481 85.04% 167,282,545 39.29% 400,453,026 57.21% 19,955 40.30%Private 41,022,456 14.96% 258,521,166 60.71% 299,543,622 42.79% 29,558 59.70%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

Distribution by New / Used

New / Used VehiclesAggregate

Current Outstanding

% Number of Loans %

New 274,192,937 39.17% 10,113 20.42%Used 425,803,711 60.83% 39,400 79.58%Total 699,996,648 100.00% 49,513 100.00%

118

Distribution by Amortisation Type

Amortisation TypeAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

Standard Financing 157,697,947 57.51% 231,774,707 54.43% 389,472,654 55.64% 32,713 66.07%+3 Financing 101,332,434 36.96% 143,657,705 33.74% 244,990,139 35.00% 12,674 25.60%Final Installment 15,162,555 5.53% 50,371,299 11.83% 65,533,855 9.36% 4,126 8.33%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

Distribution by Bundesland

LandAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

Nordrhein-Westfalen 53,780,949 19.61% 89,316,651 20.98% 143,097,601 20.44% 10,243 20.69%Baden-Württemberg 33,278,998 12.14% 67,036,315 15.74% 100,315,313 14.33% 7,515 15.18%Bayern 30,296,791 11.05% 57,025,143 13.39% 87,321,934 12.47% 6,334 12.79%Hessen 26,836,623 9.79% 37,037,050 8.70% 63,873,673 9.12% 4,363 8.81%Niedersachsen 20,620,614 7.52% 33,732,440 7.92% 54,353,054 7.76% 4,015 8.11%Schleswig Holstein 14,847,264 5.41% 29,696,882 6.97% 44,544,146 6.36% 3,431 6.93%Brandenburg 14,438,956 5.27% 26,465,355 6.22% 40,904,312 5.84% 3,044 6.15%Sachsen 27,004,782 9.85% 20,879,240 4.90% 47,884,022 6.84% 2,867 5.79%Rheinland-Pfalz 12,056,062 4.40% 14,691,282 3.45% 26,747,345 3.82% 1,767 3.57%Sachsen-Anhalt 13,362,104 4.87% 12,187,709 2.86% 25,549,813 3.65% 1,560 3.15%Thüringen 9,507,149 3.47% 10,075,256 2.37% 19,582,406 2.80% 1,350 2.73%Mecklenburg-Vorpomme 8,562,764 3.12% 10,582,901 2.49% 19,145,666 2.74% 1,257 2.54%Saarland 4,361,370 1.59% 6,225,478 1.46% 10,586,848 1.51% 662 1.34%Berlin 1,911,900 0.70% 4,781,043 1.12% 6,692,943 0.96% 466 0.94%Bremen 2,139,216 0.78% 3,784,092 0.89% 5,923,308 0.85% 437 0.88%Hamburg 1,187,394 0.43% 2,286,871 0.54% 3,474,265 0.50% 202 0.41%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

Distribution by Original Term to Maturity

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

0 <= x < 12 0 0.00% 118,723 0.03% 118,723 0.02% 30 0.06%12 <= x < 24 1,211,420 0.44% 4,818,488 1.13% 6,029,909 0.86% 983 1.99%24 <= x < 36 5,592,838 2.04% 22,139,645 5.20% 27,732,483 3.96% 3,837 7.75%36 <= x < 48 86,163,137 31.42% 213,144,406 50.06% 299,307,543 42.76% 23,034 46.52%48 <= x < 60 131,931,168 48.12% 140,929,146 33.10% 272,860,315 38.98% 17,127 34.59%60 = x 49,294,374 17.98% 44,653,302 10.49% 93,947,676 13.42% 4,502 9.09%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Original Term to Maturity 12.0 6.0 6.0Maximum Original Term to Maturity 60.0 60.0 60.0Weighted Average Original Term to Maturity 45.9 41.9 43.5

TOTAL

Original Term to Maturity

New Used

Distribution by East/West Germany

East/WestAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

West Germany 205,454,070 74.93% 356,286,994 83.67% 561,741,065 80.25% 40,636 82.07%East Germany 68,738,866 25.07% 69,516,717 16.33% 138,255,583 19.75% 8,877 17.93%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

119

Distribution by Nominal Fix Interest Rate

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

4.00 <= x < 4.50 24,793,787 9.04% 20,677,978 4.86% 45,471,764 6.50% 2,411 4.87%4.50 <= x < 5.00 126,568,014 46.16% 89,660,856 21.06% 216,228,870 30.89% 12,196 24.63%5.00 <= x < 5.50 49,444,532 18.03% 20,245,784 4.75% 69,690,316 9.96% 2,078 4.20%5.50 <= x < 6.00 34,778,494 12.68% 97,859,575 22.98% 132,638,069 18.95% 10,165 20.53%6.00 <= x < 6.50 12,327,231 4.50% 57,068,553 13.40% 69,395,784 9.91% 5,623 11.36%6.50 <= x < 7.00 12,156,983 4.43% 54,479,066 12.79% 66,636,049 9.52% 6,129 12.38%7.00 <= x < 7.50 7,544,298 2.75% 30,372,611 7.13% 37,916,909 5.42% 3,297 6.66%7.50 <= x < 8.00 6,449,331 2.35% 42,762,119 10.04% 49,211,450 7.03% 5,039 10.18%8.00 <= x < 8.50 121,057 0.04% 11,581,253 2.72% 11,702,310 1.67% 2,300 4.65%8.50 <= x < 9.00 9,210 0.00% 1,062,606 0.25% 1,071,815 0.15% 269 0.54%9.00 <= x < 9.50 0 0.00% 29,093 0.01% 29,093 0.00% 5 0.01%9.50 <= x < 10.00 0 0.00% 4,218 0.00% 4,218 0.00% 1 0.00%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Nominal Fix Interest Rate 4.0 4.0 4.0Maximum Nominal Fix Interest Rate 8.8 9.8 9.8Weighted Average Nominal Fix Interest Rate 5.2 6.0 5.7

TOTAL

Nominal Fix Interest Rate(%)

New Used

Distribution by Year Of Origination

Year Of OriginationAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

2,003 64,874,992 23.66% 88,088,058 20.69% 152,963,050 21.85% 12,323 24.89%2,004 129,856,902 47.36% 195,553,810 45.93% 325,410,712 46.49% 22,750 45.95%2,005 79,461,043 28.98% 142,161,843 33.39% 221,622,886 31.66% 14,440 29.16%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

Distribution by Seasoning

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

0 <= x < 6 39,131,628 14.27% 63,229,891 14.85% 102,361,519 14.62% 6,356 12.84%6 <= x < 12 67,347,121 24.56% 123,403,506 28.98% 190,750,628 27.25% 12,695 25.64%

12 <= x < 18 72,114,840 26.30% 106,181,450 24.94% 178,296,290 25.47% 12,379 25.00%18 <= x < 24 52,191,686 19.03% 69,926,518 16.42% 122,118,204 17.45% 9,096 18.37%24 <= x < 30 40,088,597 14.62% 58,292,038 13.69% 98,380,635 14.05% 8,209 16.58%30 = x 3,319,065 1.21% 4,770,308 1.12% 8,089,373 1.16% 778 1.57%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Seasoning (months) 3.0 3.0 3.0Maximum Seasoning (months) 30.0 30.0 30.0Weighted Average Seasoning (months) 14.6 13.9 14.2

TOTALNew Used

Seasoning (months)

Distribution by Residual Maturity

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

0 <= x < 12 15,624,088 5.70% 34,690,446 8.15% 50,314,534 7.19% 5,940 12.00%12 <= x < 24 56,134,810 20.47% 118,277,691 27.78% 174,412,501 24.92% 14,768 29.83%24 <= x < 36 101,420,139 36.99% 167,464,753 39.33% 268,884,891 38.41% 18,058 36.47%36 <= x < 48 79,374,947 28.95% 84,228,035 19.78% 163,602,981 23.37% 8,917 18.01%48 <= x < 60 21,638,953 7.89% 21,142,787 4.97% 42,781,740 6.11% 1,830 3.70%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Residual Maturity (months) 1.0 1.0 1.0Maximum Residual Maturity (months) 57.0 57.0 57.0Weighted Average Residual Maturity (months) 31.4 28.0 29.3

TOTALNew Used

Residual Maturity (months)

Distribution by Brand

BrandAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

Mercedes Benz 272,704,025 99.46% 397,659,386 93.39% 670,363,412 95.77% 45,814 92.53%Chrysler 1,137,622 0.41% 17,511,708 4.11% 18,649,330 2.66% 1,918 3.87%MCC smart GmbH 298,053 0.11% 6,690,101 1.57% 6,988,154 1.00% 1,437 2.90%Jeep 53,236 0.02% 3,942,516 0.93% 3,995,752 0.57% 344 0.69%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

120

Distribution by Type of Loan

Type of LoanAggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

Amortising Loan 157,704,908 57.52% 231,862,469 54.45% 389,567,377 55.65% 32,735 66.11%Balloon Loan 116,488,029 42.48% 193,941,242 45.55% 310,429,271 44.35% 16,778 33.89%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

Distribution by Vehicle Manufacturing Year

Vehicle Manufacturing Year

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

2,005 82,020,795 29.91% 7,489,279 1.76% 89,510,074 12.79% 2,920 5.90%2,004 128,464,358 46.85% 62,115,416 14.59% 190,579,774 27.23% 7,934 16.02%2,003 63,707,783 23.23% 120,383,868 28.27% 184,091,652 26.30% 11,774 23.78%2,002 0 0.00% 86,384,994 20.29% 86,384,994 12.34% 8,196 16.55%2,001 0 0.00% 63,562,520 14.93% 63,562,520 9.08% 6,802 13.74%2,000 0 0.00% 40,975,841 9.62% 40,975,841 5.85% 4,900 9.90%1,999 0 0.00% 22,245,662 5.22% 22,245,662 3.18% 3,075 6.21%1,998 0 0.00% 12,463,452 2.93% 12,463,452 1.78% 1,986 4.01%1,997 0 0.00% 6,056,662 1.42% 6,056,662 0.87% 1,046 2.11%1,996 0 0.00% 2,974,073 0.70% 2,974,073 0.42% 587 1.19%1,995 0 0.00% 1,151,944 0.27% 1,151,944 0.16% 293 0.59%Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

TOTALNew Used

Distribution by Balloon (% of Vehicle Sale Price) - Balloon loans only

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans %

0 <= x < 10 792,158 0.68% 992,181 0.51% 1,784,339 0.57% 169 1.01%10 <= x < 20 6,437,103 5.53% 10,204,512 5.26% 16,641,615 5.36% 1,201 7.16%20 <= x < 30 14,610,424 12.54% 25,802,749 13.30% 40,413,173 13.02% 2,604 15.52%30 <= x < 40 28,359,531 24.35% 45,747,250 23.59% 74,106,781 23.87% 4,093 24.40%40 <= x < 50 36,051,852 30.95% 66,254,401 34.16% 102,306,253 32.96% 5,289 31.52%50 <= x < 60 29,782,699 25.57% 44,417,514 22.90% 74,200,214 23.90% 3,377 20.13%60 = x 454,261 0.39% 522,635 0.27% 976,896 0.31% 45 0.27%

Total 116,488,029 100.00% 193,941,242 100.00% 310,429,271 100.00% 16,778 100.00%

Minimum Balloon (%) 0% 1% 0%Maximum Balloon (%) 60.00% 60.00% 60.00%Weighted Average Balloon (%) 40.82% 40.25% 40.47%

TOTALNew Used

Balloon (%)

Distribution by Current LTP (Current Outstanding Amount / Vehicle Sale Price)

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding% Number of

Loans%

0 <= x < 10 373,475 0.14% 1,395,883 0.33% 1,769,358 0.25% 866 1.75%10 <= x < 20 2,807,263 1.02% 9,503,595 2.23% 12,310,857 1.76% 3,118 6.30%20 <= x < 30 6,824,440 2.49% 22,375,425 5.25% 29,199,865 4.17% 4,656 9.40%30 <= x < 40 16,934,170 6.18% 42,102,482 9.89% 59,036,652 8.43% 6,470 13.07%40 <= x < 50 34,376,428 12.54% 63,759,262 14.97% 98,135,690 14.02% 7,831 15.82%50 <= x < 60 61,409,791 22.40% 94,016,075 22.08% 155,425,866 22.20% 9,655 19.50%60 <= x < 70 72,000,125 26.26% 99,976,485 23.48% 171,976,609 24.57% 8,889 17.95%70 <= x < 80 65,767,463 23.99% 70,068,359 16.46% 135,835,823 19.41% 6,017 12.15%80 <= x < 90 13,516,240 4.93% 17,709,301 4.16% 31,225,541 4.46% 1,653 3.34%90 <= x < 100 183,542 0.07% 4,896,844 1.15% 5,080,386 0.73% 358 0.72%

Total 274,192,937 100.00% 425,803,711 100.00% 699,996,648 100.00% 49,513 100.00%

Minimum Current LTP (%) 2.5% 1.9% 1.9%Maximum Current LTP (%) 96.9% 98.0% 98.0%Weighted Average Current LTP (%) 60.3% 56.3% 57.8%

TOTALNew Used

Current LTP (%)

121

Distribution by Type of Financed Vehicle

Distribution by Initial LTP (Initial Loan Amount / Vehicle Sale Price)

New Used TOTAL

Type of Financed Vehicle

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Aggregate Current

Outstanding%

Number of

Loans%

Passenger Cars 96.213.725 35,09% 355.314.371 83,45% 451.528.097 64,50% 37.448 75,63%Trucks 97.777.301 35,66% 29.942.647 7,03% 127.719.948 18,25% 3.364 6,79%Vans 79.463.753 28,98% 39.577.676 9,29% 119.041.429 17,01% 8.658 17,49%Buses 738.157 0,27% 969.017 0,23% 1.707.174 0,24% 43 0,09%

Total 274.192.937 100,00% 425.803.711 100,00% 699.996.648 100,00% 49.513 100,00%

New Used TOTAL

Initial LTP (%)Aggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

0 <= x < 10 3.696 0,00% 18.805 0,00% 22.501 0,00% 14 0,03%10 <= x < 20 284.601 0,10% 848.563 0,20% 1.133.163 0,16% 398 0,80%20 <= x < 30 1.130.213 0,41% 4.381.850 1,03% 5.512.063 0,79% 1.311 2,65%

30 <= x < 40 2.479.193 0,90% 11.802.507 2,77% 14.281.701 2,04% 2.511 5,07%40 <= x < 50 5.716.394 2,08% 22.783.817 5,35% 28.500.211 4,07% 3.786 7,65%50 <= x < 60 13.499.652 4,92% 42.768.336 10,04% 56.267.988 8,04% 5.601 11,31%60 <= x < 70 31.187.244 11,37% 71.881.419 16,88% 103.068.662 14,72% 8.003 16,16%70 <= x < 80 55.764.773 20,34% 99.812.132 23,44% 155.576.905 22,23% 9.835 19,86%80 <= x < 90 161.458.281 58,88% 141.492.091 33,23% 302.950.372 43,28% 14.750 29,79%

90 <= x < 100 977.572 0,36% 5.806.904 1,36% 6.784.476 0,97% 486 0,98%100 = x 1.691.318 0,62% 24.207.288 5,69% 25.898.606 3,70% 2.818 5,69%

Total 274.192.937 100,00% 425.803.711 100,00% 699.996.648 100,00% 49.513 100,00%

Minimum Initial LTP (%) 4,9% 7,1% 4,9%

Maximum Initial LTP (%) 100,0% 100,0% 100,0%Weighted Average Initial LTP (%) 78,1% 72,9% 74,9%

122

Distribution by Current LTP (Current Outstanding Amount / Vehicle Sale Price)

Top 20 Borrowers

NumberAggregate

Current Outstanding

% of the portfolio

Number of Loans

1 442,155 0.063% 82 434,258 0.062% 113 415,101 0.059% 114 389,783 0.056% 75 373,271 0.053% 56 368,234 0.053% 77 364,641 0.052% 128 363,965 0.052% 59 344,528 0.049% 6

10 334,333 0.048% 511 329,868 0.047% 512 312,716 0.045% 1413 312,623 0.045% 614 310,311 0.044% 515 298,209 0.043% 716 287,793 0.041% 417 285,132 0.041% 318 281,236 0.040% 419 280,220 0.040% 520 276,625 0.040% 9

Total 6,805,001 0.972% 139

New Used TOTAL

Current LTP (%)Aggregate

Current Outstanding

%Aggregate

Current Outstanding

%Aggregate

Current Outstanding

% Number of Loans %

0 <= x < 10 373.475 0,14% 1.395.883 0,33% 1.769.358 0,25% 866 1,75%10 <= x < 20 2.807.263 1,02% 9.503.595 2,23% 12.310.857 1,76% 3.118 6,30%20 <= x < 30 6.824.440 2,49% 22.375.425 5,25% 29.199.865 4,17% 4.656 9,40%30 <= x < 40 16.934.170 6,18% 42.102.482 9,89% 59.036.652 8,43% 6.470 13,07%40 <= x < 50 34.376.428 12,54% 63.759.262 14,97% 98.135.690 14,02% 7.831 15,82%50 <= x < 60 61.409.791 22,40% 94.016.075 22,08% 155.425.866 22,20% 9.655 19,50%60 <= x < 70 72.000.125 26,26% 99.976.485 23,48% 171.976.609 24,57% 8.889 17,95%70 <= x < 80 65.767.463 23,99% 70.068.359 16,46% 135.835.823 19,41% 6.017 12,15%80 <= x < 90 13.516.240 4,93% 17.709.301 4,16% 31.225.541 4,46% 1.653 3,34%90 <= x < 100 183.542 0,07% 4.896.844 1,15% 5.080.386 0,73% 358 0,72%

Total 274.192.937 100,00% 425.803.711 100,00% 699.996.648 100,00% 49.513100,00

%

Minimum Current LTP (%) 2,5% 1,9% 1,9%Maximum Current LTP (%) 96,9% 98,0% 98,0%Weighted Average Current LTP (%) 60,3% 56,3% 57,8%

123

2. Historical performance data

The historical performance data set out hereafter relate to the portfolio of auto loan receivables granted by the Seller to retail and corporate borrowers, with and without a final balloon instalment, relating to used vehicles and new vehicles with a sale price below or equal to EUR 150,000.

In each of the tables below, "Q1" refers to the period from 1 January to 31 March, "Q2" refers to the period from 1 April to 30 June, "Q3" refers to the period from 1 July to 30 September and "Q4" refers to the period from 1 October to 31 December.

The tables below were prepared on the basis of the internal records of the Seller.

There can be no assurance that the future experience and performance of the Purchased Loan Receivables will be similar to the historical performance set out in the tables below.

Production

Quarterly production – Global portfolio

Quarter of Origination Quaterly Production (EUR)

2000 - Q1 509 983 9982000 - Q2 554 764 6412000 - Q3 562 930 5342000 - Q4 564 893 3862001 - Q1 513 643 4792001 - Q2 537 131 9972001 - Q3 550 233 8062001 - Q4 573 835 2732002 - Q1 575 430 6032002 - Q2 660 259 9072002 - Q3 654 230 0082002 - Q4 683 690 8922003 - Q1 558 353 5312003 - Q2 714 932 8122003 - Q3 744 629 9142003 - Q4 824 286 3602004 - Q1 739 320 6832004 - Q2 822 968 6562004 - Q3 744 988 9872004 - Q4 798 132 1172005 - Q1 377 294 594

124

Gross default rates

For a generation of loans (being all loans originated during the same quarter), the cumulative gross default rate in respect of a month is calculated as the ratio of:

(i) the cumulative defaulted amount recorded between the month when such loans were originated and the relevant month, to

(ii) the initial outstanding amount of such loans.

Cumulative gross default rate - Global portfolio

Number of months after origination

Quarter of Origination 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.03% 0.25% 0.87% 1.46% 2.09% 2.50% 2.91% 3.20% 3.31% 3.35% 3.36%2000 - Q2 0.02% 0.30% 1.19% 1.85% 2.45% 2.88% 3.28% 3.58% 3.66% 3.72%2000 - Q3 0.01% 0.25% 0.74% 1.35% 1.94% 2.44% 2.87% 3.14% 3.23% 3.27%2000 - Q4 0.01% 0.29% 0.75% 1.34% 2.01% 2.61% 3.17% 3.43% 3.50%2001 - Q1 0.00% 0.14% 0.73% 1.34% 2.01% 2.76% 3.06% 3.34% 3.39%2001 - Q2 0.00% 0.14% 0.75% 1.49% 2.14% 2.91% 3.23% 3.49%2001 - Q3 0.01% 0.19% 1.07% 2.01% 2.67% 3.22% 3.63% 3.87%2001 - Q4 0.00% 0.20% 1.00% 1.69% 2.48% 2.91% 3.19%2002 - Q1 0.01% 0.32% 1.14% 2.12% 2.72% 3.11% 3.38%2002 - Q2 0.00% 0.22% 1.02% 1.64% 2.23% 2.57%2002 - Q3 0.00% 0.18% 1.03% 1.70% 2.22% 2.55%2002 - Q4 0.01% 0.21% 0.74% 1.29% 1.75%2003 - Q1 0.00% 0.21% 0.67% 1.15% 1.64%2003 - Q2 0.00% 0.16% 0.62% 1.05%2003 - Q3 0.00% 0.19% 0.65% 1.07%2003 - Q4 0.00% 0.16% 0.57%2004 - Q1 0.00% 0.20% 0.49%2004 - Q2 0.02% 0.13%2004 - Q3 0.00% 0.18%2004 - Q4 0.00%2005 - Q1 0.00%

Cumulative gross default rate - New cars or new vehicles / Amortising loans

Number of months after origination

Quarter of Origination 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.07% 0.30% 0.90% 1.73% 2.51% 2.91% 3.34% 3.52% 3.55% 3.56% 3.57%2000 - Q2 0.04% 0.21% 1.15% 1.98% 2.73% 3.23% 3.81% 4.07% 4.14% 4.16%2000 - Q3 0.01% 0.16% 0.73% 1.35% 1.88% 2.29% 2.63% 2.84% 2.94% 2.97%2000 - Q4 0.02% 0.18% 0.56% 1.17% 1.74% 2.27% 2.59% 2.77% 2.81%2001 - Q1 0.00% 0.17% 0.85% 1.37% 2.22% 2.83% 3.04% 3.34% 3.40%2001 - Q2 0.00% 0.24% 1.03% 1.87% 2.45% 2.87% 3.33% 3.57%2001 - Q3 0.00% 0.22% 1.05% 1.99% 2.55% 3.07% 3.37% 3.58%2001 - Q4 0.00% 0.10% 0.80% 1.46% 2.08% 2.50% 2.71%2002 - Q1 0.00% 0.11% 0.95% 2.26% 2.77% 3.21% 3.50%2002 - Q2 0.00% 0.18% 1.20% 1.70% 2.47% 2.78%2002 - Q3 0.00% 0.04% 0.50% 1.11% 1.60% 1.81%2002 - Q4 0.04% 0.12% 0.44% 0.92% 1.32%2003 - Q1 0.00% 0.21% 0.60% 1.05% 1.54%2003 - Q2 0.00% 0.27% 0.67% 0.97%2003 - Q3 0.00% 0.16% 0.57% 0.91%2003 - Q4 0.00% 0.04% 0.23%2004 - Q1 0.00% 0.13% 0.33%2004 - Q2 0.06% 0.08%2004 - Q3 0.00% 0.29%2004 - Q4 0.00%2005 - Q1 0.00%

125

Cumulative gross default rate - New cars or new vehicles / Balloon loans

Number of months after origination

Quarter of Origination 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 0.19% 0.78% 0.99% 1.46% 1.77% 2.22% 2.63% 2.83% 2.91% 2.91%2000 - Q2 0.00% 0.08% 0.39% 0.76% 1.24% 1.58% 1.82% 2.10% 2.21% 2.36%2000 - Q3 0.02% 0.30% 0.55% 1.09% 1.54% 2.09% 2.64% 3.05% 3.14% 3.16%2000 - Q4 0.00% 0.52% 0.94% 1.40% 1.91% 2.50% 3.47% 3.86% 3.97%2001 - Q1 0.00% 0.09% 0.51% 0.99% 1.59% 2.46% 2.90% 3.27% 3.30%2001 - Q2 0.00% 0.07% 0.36% 0.86% 1.42% 2.59% 2.81% 3.12%2001 - Q3 0.00% 0.08% 0.96% 1.94% 2.71% 3.31% 3.71% 4.01%2001 - Q4 0.00% 0.19% 1.35% 2.10% 3.14% 3.50% 3.92%2002 - Q1 0.00% 0.60% 0.98% 1.72% 2.31% 2.73% 3.04%2002 - Q2 0.00% 0.26% 0.67% 1.30% 1.73% 2.13%2002 - Q3 0.00% 0.15% 0.96% 1.41% 1.90% 2.14%2002 - Q4 0.00% 0.09% 0.38% 0.79% 1.23%2003 - Q1 0.00% 0.05% 0.46% 0.91% 1.45%2003 - Q2 0.00% 0.10% 0.52% 0.90%2003 - Q3 0.00% 0.13% 0.39% 0.70%2003 - Q4 0.00% 0.06% 0.33%2004 - Q1 0.01% 0.12% 0.37%2004 - Q2 0.00% 0.16%2004 - Q3 0.00% 0.09%2004 - Q4 0.00%2005 - Q1 0.00%

Cumulative gross default rate - Used cars or used vehicles / Amortising Loans

Number of months after origination

Quarter of Origination 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.01% 0.16% 0.77% 1.53% 2.11% 2.63% 2.94% 3.14% 3.20% 3.21% 3.23%2000 - Q2 0.00% 0.79% 1.98% 2.78% 3.34% 3.72% 3.98% 4.25% 4.34% 4.39%2000 - Q3 0.00% 0.19% 0.68% 1.40% 2.02% 2.49% 2.87% 3.00% 3.10% 3.19%2000 - Q4 0.00% 0.32% 0.99% 1.66% 2.48% 3.27% 3.82% 3.99% 4.05%2001 - Q1 0.01% 0.17% 0.84% 1.63% 2.19% 3.08% 3.36% 3.51% 3.58%2001 - Q2 0.00% 0.09% 0.95% 1.72% 2.60% 2.99% 3.20% 3.39%2001 - Q3 0.02% 0.33% 1.24% 1.77% 2.54% 3.10% 3.44% 3.63%2001 - Q4 0.00% 0.30% 1.11% 1.89% 2.85% 3.32% 3.51%2002 - Q1 0.00% 0.35% 1.45% 2.35% 2.99% 3.30% 3.45%2002 - Q2 0.00% 0.23% 1.04% 1.68% 2.23% 2.45%2002 - Q3 0.01% 0.28% 1.41% 2.23% 2.82% 3.18%2002 - Q4 0.00% 0.39% 1.21% 1.89% 2.48%2003 - Q1 0.00% 0.34% 0.92% 1.39% 1.79%2003 - Q2 0.00% 0.19% 0.76% 1.36%2003 - Q3 0.00% 0.28% 1.03% 1.67%2003 - Q4 0.00% 0.41% 1.39%2004 - Q1 0.00% 0.40% 0.80%2004 - Q2 0.00% 0.16%2004 - Q3 0.01% 0.20%2004 - Q4 0.00%2005 - Q1 0.00%

Cumulative gross default rate - Used cars or used vehicles / Balloon Loans

Number of months after origination

Quarter of Origination 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 0.27% 0.77% 1.17% 1.64% 2.19% 2.59% 3.18% 3.47% 3.55% 3.57%2000 - Q2 0.00% 0.24% 1.57% 1.87% 2.22% 2.71% 3.02% 3.56% 3.65% 3.71%2000 - Q3 0.00% 0.67% 1.33% 1.82% 2.93% 3.90% 4.46% 4.88% 4.98% 5.02%2000 - Q4 0.00% 0.14% 0.50% 1.18% 2.31% 2.80% 3.55% 4.06% 4.20%2001 - Q1 0.00% 0.06% 0.51% 1.21% 1.65% 2.36% 2.70% 3.09% 3.13%2001 - Q2 0.00% 0.05% 0.33% 1.22% 1.85% 3.45% 3.85% 4.18%2001 - Q3 0.01% 0.07% 0.96% 2.59% 3.09% 3.63% 4.37% 4.70%2001 - Q4 0.00% 0.29% 0.82% 1.37% 1.92% 2.41% 2.80%2002 - Q1 0.06% 0.22% 1.25% 2.12% 2.83% 3.23% 3.54%2002 - Q2 0.00% 0.19% 1.26% 2.06% 2.63% 3.14%2002 - Q3 0.00% 0.37% 1.51% 2.41% 2.93% 3.61%2002 - Q4 0.00% 0.29% 1.21% 1.98% 2.36%2003 - Q1 0.00% 0.20% 0.66% 1.25% 1.83%2003 - Q2 0.00% 0.03% 0.52% 0.99%2003 - Q3 0.00% 0.17% 0.64% 1.01%2003 - Q4 0.00% 0.27% 0.60%2004 - Q1 0.00% 0.21% 0.64%2004 - Q2 0.00% 0.10%2004 - Q3 0.00% 0.14%2004 - Q4 0.00%2005 - Q1 0.00%

126

Recovery rates

For a generation of defaulted loans (being all loans defaulted during the same quarter), the cumulative recovery rate in respect of a month is calculated as the ratio of:

(i) the cumulative recoveries recorded between the month when such loans were defaulted and the relevant month, to

(ii) the gross defaulted amount of such loans.

Cumulative recovery rate - Global portfolio

Number of months after default

Quarter of Default 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 38.55% 67.18% 74.81% 83.88% 86.37% 87.49% 88.03% 88.15% 88.17% 88.20%2000 - Q2 0.00% 53.74% 75.86% 80.19% 82.77% 84.87% 87.83% 88.55% 88.75% 88.77%2000 - Q3 0.00% 38.29% 46.13% 50.75% 51.96% 52.00% 52.49% 52.22% 52.33% 52.49%2000 - Q4 0.00% 49.68% 63.22% 70.00% 72.53% 73.44% 73.78% 74.36% 74.55%2001 - Q1 0.00% 64.39% 73.96% 80.28% 81.56% 82.21% 82.52% 82.74% 82.80%2001 - Q2 0.00% 53.09% 73.51% 78.69% 80.15% 81.01% 81.31% 81.45%2001 - Q3 0.00% 52.76% 66.91% 71.68% 73.18% 74.59% 76.66% 76.86%2001 - Q4 0.00% 47.42% 63.30% 71.62% 73.39% 74.03% 74.33%2002 - Q1 0.00% 52.82% 67.32% 73.31% 75.51% 76.10% 76.33%2002 - Q2 0.00% 53.13% 63.67% 69.88% 71.35% 71.84%2002 - Q3 0.00% 45.25% 68.81% 70.84% 71.72% 73.10%2002 - Q4 0.00% 45.39% 62.81% 66.02% 67.47%2003 - Q1 0.00% 46.79% 66.36% 72.38% 74.65%2003 - Q2 0.00% 54.21% 67.66% 73.70%2003 - Q3 0.00% 60.11% 70.89% 73.10%2003 - Q4 0.00% 56.13% 69.02%2004 - Q1 0.00% 62.79% 69.85%2004 - Q2 0.00% 56.78%2004 - Q3 0.00% 59.69%2004 - Q4 0.00%2005 - Q1 0.00%

Cumulative recovery rate - New cars or new vehicles / Amortising loans

Number of months after default

Quarter of Default 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 34.92% 72.41% 81.67% 93.88% 94.96% 95.81% 96.39% 96.50% 96.51% 96.51%2000 - Q2 0.00% 50.05% 77.33% 82.89% 84.70% 86.76% 91.88% 92.61% 92.96% 92.96%2000 - Q3 0.00% 44.19% 49.73% 55.14% 55.43% 54.06% 54.35% 53.33% 53.40% 53.43%2000 - Q4 0.00% 51.87% 64.62% 73.69% 76.35% 76.81% 76.85% 77.54% 77.31%2001 - Q1 0.00% 70.88% 76.59% 86.09% 87.31% 88.05% 88.10% 88.22% 88.26%2001 - Q2 0.00% 50.25% 73.96% 79.25% 80.59% 81.10% 81.28% 81.60%2001 - Q3 0.00% 54.09% 66.24% 71.18% 72.87% 75.24% 78.78% 78.92%2001 - Q4 0.00% 45.29% 63.54% 75.70% 77.80% 77.91% 78.12%2002 - Q1 0.00% 55.42% 74.93% 80.88% 81.97% 82.55% 82.41%2002 - Q2 0.00% 60.40% 63.40% 71.01% 72.42% 72.79%2002 - Q3 0.00% 55.57% 76.42% 78.72% 79.25% 79.26%2002 - Q4 0.00% 43.83% 63.48% 64.95% 66.63%2003 - Q1 0.00% 47.09% 69.97% 78.36% 82.57%2003 - Q2 0.00% 49.48% 64.06% 74.82%2003 - Q3 0.00% 61.94% 75.18% 78.93%2003 - Q4 0.00% 59.81% 74.85%2004 - Q1 0.00% 70.64% 80.10%2004 - Q2 0.00% 66.44%2004 - Q3 0.00% 72.28%2004 - Q4 0.00%2005 - Q1 0.00%

127

Cumulative recovery rate - New cars or new vehicles / Balloon loans

Number of months after default

Quarter of Default 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 52.41% 62.55% 67.05% 70.67% 74.77% 77.66% 78.28% 78.33% 78.35% 78.58%2000 - Q2 0.00% 51.90% 67.01% 69.90% 73.61% 76.55% 78.15% 79.19% 79.25% 79.30%2000 - Q3 0.00% 32.53% 42.75% 46.45% 48.94% 49.85% 50.84% 51.29% 51.25% 51.89%2000 - Q4 0.00% 40.42% 55.74% 61.44% 62.43% 63.76% 64.32% 64.60% 65.06%2001 - Q1 0.00% 58.35% 71.03% 75.04% 75.80% 76.25% 76.57% 76.73% 76.73%2001 - Q2 0.00% 50.50% 64.71% 71.92% 74.64% 76.48% 77.04% 77.28%2001 - Q3 0.00% 50.76% 70.81% 75.39% 76.43% 76.66% 77.49% 77.64%2001 - Q4 0.00% 49.21% 63.52% 67.10% 66.99% 68.75% 69.04%2002 - Q1 0.00% 47.98% 60.50% 65.03% 68.69% 69.34% 70.22%2002 - Q2 0.00% 51.03% 65.26% 68.83% 70.29% 71.06%2002 - Q3 0.00% 33.21% 66.09% 65.24% 66.07% 70.04%2002 - Q4 0.00% 41.85% 57.98% 62.08% 63.97%2003 - Q1 0.00% 46.23% 62.01% 65.44% 66.24%2003 - Q2 0.00% 60.82% 71.72% 73.92%2003 - Q3 0.00% 62.10% 72.16% 74.31%2003 - Q4 0.00% 59.82% 70.51%2004 - Q1 0.00% 60.28% 66.74%2004 - Q2 0.00% 51.75%2004 - Q3 0.00% 51.15%2004 - Q4 0.00%2005 - Q1 0.00%

Cumulative recovery rate - Used cars or used vehicles / Amortizing Loans

Number of months after default

Quarter of Default 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 38.55% 51.81% 56.48% 59.68% 66.36% 67.52% 67.69% 67.93% 67.93% 67.93%2000 - Q2 0.00% 64.21% 79.44% 83.05% 84.53% 86.58% 87.28% 87.49% 87.58% 87.65%2000 - Q3 0.00% 34.56% 42.22% 45.92% 47.26% 48.43% 48.82% 48.87% 48.97% 48.99%2000 - Q4 0.00% 50.26% 62.84% 67.19% 70.74% 71.76% 72.49% 73.17% 73.79%2001 - Q1 0.00% 57.79% 70.73% 73.69% 75.39% 76.07% 76.65% 77.06% 77.16%2001 - Q2 0.00% 55.74% 76.84% 79.92% 81.14% 81.78% 82.28% 82.38%2001 - Q3 0.00% 54.88% 66.33% 70.16% 71.92% 72.99% 73.87% 74.17%2001 - Q4 0.00% 53.31% 64.04% 69.79% 72.37% 73.23% 73.58%2002 - Q1 0.00% 55.28% 63.58% 70.75% 72.18% 72.75% 72.61%2002 - Q2 0.00% 45.39% 63.42% 71.49% 72.75% 73.17%2002 - Q3 0.00% 49.94% 63.85% 67.63% 68.87% 68.93%2002 - Q4 0.00% 41.05% 58.28% 63.56% 64.51%2003 - Q1 0.00% 51.59% 67.15% 73.26% 74.70%2003 - Q2 0.00% 54.83% 68.92% 74.05%2003 - Q3 0.00% 60.38% 68.46% 69.68%2003 - Q4 0.00% 58.85% 67.43%2004 - Q1 0.00% 62.78% 69.04%2004 - Q2 0.00% 56.27%2004 - Q3 0.00% 60.27%2004 - Q4 0.00%2005 - Q1 0.00%

Cumulative recovery rate - Used cars or used vehicles / Balloon Loans

Number of months after default

Quarter of Default 0 6 12 18 24 30 36 42 48 54 60

2000 - Q1 0.00% 35.87% 55.26% 58.66% 63.17% 65.68% 66.46% 67.62% 67.63% 67.63% 67.63%2000 - Q2 0.00% 43.74% 69.66% 71.96% 79.85% 80.50% 81.38% 82.92% 82.93% 82.93%2000 - Q3 0.00% 28.52% 41.13% 47.94% 50.47% 51.30% 51.80% 52.41% 53.10% 53.24%2000 - Q4 0.00% 47.79% 61.89% 64.60% 69.01% 71.40% 72.04% 72.80% 73.66%2001 - Q1 0.00% 54.54% 68.82% 70.62% 72.74% 73.38% 74.36% 74.88% 75.01%2001 - Q2 0.00% 58.58% 72.85% 77.74% 77.99% 79.55% 79.65% 79.66%2001 - Q3 0.00% 44.61% 62.52% 69.46% 70.56% 71.02% 72.08% 72.47%2001 - Q4 0.00% 40.10% 58.82% 63.68% 66.88% 67.00% 67.73%2002 - Q1 0.00% 45.64% 58.62% 65.32% 71.30% 71.85% 73.29%2002 - Q2 0.00% 46.21% 62.25% 65.07% 67.17% 67.68%2002 - Q3 0.00% 40.62% 64.84% 70.85% 72.17% 72.68%2002 - Q4 0.00% 57.81% 72.52% 75.66% 76.77%2003 - Q1 0.00% 38.95% 62.35% 66.03% 66.92%2003 - Q2 0.00% 54.83% 67.96% 70.32%2003 - Q3 0.00% 52.52% 65.38% 66.84%2003 - Q4 0.00% 41.69% 59.95%2004 - Q1 0.00% 54.14% 59.77%2004 - Q2 0.00% 49.01%2004 - Q3 0.00% 50.94%2004 - Q4 0.00%2005 - Q1 0.00%

128

Prepayments

At a given month, the annual prepayment rate (APR) is calculated from the monthly prepayment rate (MPR) according to the following formula: APR = 1-(1-MPR)12.The monthly prepayment rate (MPR) is calculated as the ratio of:

(i) the outstanding principal balance of all loans prepaid during the month, to

(ii) the outstanding principal balance of all loans (defaulted loans excluded) at the beginning of the same month.

Annual prepayment rates – Global portfolio

Month Annual Prepayment Rate2000 - 03 10.45%2000 - 06 11.53%2000 - 09 10.26%2000 - 12 11.98%2001 - 03 11.19%2001 - 06 11.84%2001 - 09 13.30%2001 - 12 13.47%2002 - 03 15.05%2002 - 06 14.59%2002 - 09 12.76%2002 - 12 12.74%2003 - 03 12.86%2003 - 06 13.44%2003 - 09 12.43%2003 - 12 11.36%2004 - 03 11.40%2004 - 06 11.96%2004 - 09 9.83%2004 - 12 9.79%2005 - 03 10.66%

Delinquencies

At a given month, the delinquency rate is calculated as the ratio of:

(i) the outstanding principal balance of all delinquent loans, to

(ii) the outstanding principal balance of all loans (defaulted loans excluded) at the same cut-off date.

129

Delinquency rates – Global portfolio

Month1 Month

Delinquent2 Month

Delinquent3 Month

Delinquent4 Month

Delinquent5 Month

Delinquent6 Month

Delinquent2000 - 03 1.02% 0.50% 0.37% 0.14% 0.07% 0.08%2000 - 06 1.15% 0.47% 0.32% 0.13% 0.06% 0.05%2000 - 09 1.22% 0.56% 0.30% 0.26% 0.14% 0.09%2000 - 12 1.07% 0.45% 0.26% 0.18% 0.08% 0.10%2001 - 03 1.24% 0.57% 0.23% 0.12% 0.07% 0.08%2001 - 06 1.28% 0.60% 0.28% 0.15% 0.11% 0.08%2001 - 09 1.24% 0.55% 0.24% 0.15% 0.11% 0.07%2001 - 12 1.03% 0.56% 0.20% 0.13% 0.09% 0.06%2002 - 03 1.33% 0.59% 0.28% 0.16% 0.13% 0.07%2002 - 06 1.38% 0.60% 0.27% 0.18% 0.14% 0.10%2002 - 09 0.96% 0.56% 0.29% 0.15% 0.11% 0.07%2002 - 12 0.92% 0.49% 0.24% 0.14% 0.10% 0.07%2003 - 03 1.54% 0.59% 0.24% 0.12% 0.10% 0.08%2003 - 06 1.39% 0.51% 0.40% 0.12% 0.09% 0.08%2003 - 09 1.33% 0.48% 0.18% 0.10% 0.09% 0.12%2003 - 12 1.20% 0.41% 0.17% 0.09% 0.08% 0.05%2004 - 03 1.13% 0.41% 0.16% 0.08% 0.06% 0.05%2004 - 06 1.13% 0.38% 0.13% 0.07% 0.05% 0.04%2004 - 09 1.06% 0.34% 0.14% 0.06% 0.05% 0.03%2004 - 12 0.95% 0.34% 0.13% 0.07% 0.04% 0.03%2005 - 03 1.07% 0.43% 0.17% 0.06% 0.05% 0.03%

3. Inferential statement of the Issuer

The Issuer states herewith that the securitised assets backing the issue have characteristics that demonstrate capacity to produce funds to service any payments due and payable on the Compartment 1 Notes. However this is not a guarantee given by the Issuer and the Issuer as a special purpose entity has only limited resources available as described under the "RISK FACTORS – Factors that may affect the Issuer’s ability to fulfil its obligations under the Compartment 1 Notes – Structural and other credit risks – Limited resources of the Issuer".

130

CREDIT AND COLLECTION POLICY

The following is a description of the Credit and Collection Policy. The text will be attached as Appendix D to the Conditions. In the case of any overlap or inconsistency in the Credit and Collection Policy and another account of DaimlerChrysler Bank AG’s method of managing the credit aspects of its auto loan business elsewhere in the Offering Circular, this description of the Credit and Collection Policy will prevail.

Credit and Collection Policy in general

The Credit and Collection Policy of the Seller is a body of binding working instructions (Richtlinien and Arbeitsanweisungen) created by the Seller for the standardisation of its credit and collection management. The “Richtlinien” are more general in nature whilst the “Arbeitsanweisungen” contain specific rules as to critical areas of the Seller’s lending business.

Credit Underwriting Process

The credit underwriting process at DaimlerChrysler Bank AG follows the general principle that work intensity of the credit analysis in the credit approval process should increase to the extent the credit application means a higher degree of credit risk. As the risk at large increases with the exposure of a transaction, DaimlerChrysler Bank AG divides its portfolio into two general sub-segments one for retail and one for corporate customers. For these sub-portfolios individual credit underwriting processes – the retail and the corporate process – have been developed. While both processes involve many common features such as the usage of risk classification procedures, the corporate process assesses customers and transactions on an individual basis whereas the retail process leans towards a very high degree of standardisation.

Besides other factors, the main criterion for the assignment of a customer to either the retail or to the corporate process is the overall exposure of the relevant borrower unit. As DaimlerChrysler Bank AG’s methodology and credit approval process are part of a continuous improvement process, the threshold amount for corporate lending has changed in the last couple of years. Main drivers of these developments have been the on-going implementation of the Basel II advanced IRB approach and a recent change in the German Banking Act (Kreditwesengesetz). The current threshold amount is EUR 750,000 (valid as from August 2005) so that customers with an exposure higher than EUR 750,000 qualify as corporate customers. In Transaction 1, only Loan Receivables of Borrowers with a total current outstanding of below or equal to EUR 750,000 as of the Cut-Off Date are eligible (see Eligibility Criteria, criterion 27).

At DaimlerChrysler Bank AG minimum disclosure requirements for credit approvals of private and commercial customers exist. Private customers have to submit their income statement or current salary slip as well as personal information. In addition, DaimlerChrysler Bank AG contacts SCHUFA (a German central credit inquiry agency) which provides information about the credit worthiness of private customers. Commercial retail customers have to provide information on their solvency such as financial statements or personal and/or commercial information. The complexity of the requested information depends on the risk of the respective exposure. Furthermore, DaimlerChrysler Bank AG requires SCHUFA information and/or credit information from

131

a bank and/or bureau score. DaimlerChrysler Bank AG checks the information received as to its plausibility and the potential of fraud.

Scoring Process

Retail credit applications at DaimlerChrysler Bank AG are received electronically via easyline and then processed using a standardised scoring model. DaimlerChrysler Bank AG has been using scoring models since 1998. There are different scorecards used for different kinds of loan products (lending or leasing /credit cards) and different customers groups (private or small and medium enterprises (SMEs)). The results of the scorecards are regularly back tested.

In general, the scoring process divides the credit applications in low and high risk classes. The chosen risk class depends on the calculated expected loss and defined decision rules. Credit applications in the low risk class are very standardised and automated. The processing of the credit application of the “low-risk” loans is undertaken in the sales department based on the methods prepared by the credit department. It is a “One-Vote Process”. Loans classified as high risk require a manual “Two Votes Approach”: one vote of the sales department and one of the risk department.

In detail, the scorecard distinguishes between automated approval, automated approval requiring additional collateral, manual approval of the sales department – the low risk class cases – as well as between manual approval of the sales and the credit department, refusal which has to be manually checked and caution/warning – the high risk class cases. The distinction is made on the basis of the assigned probability of default which is also reflected in the assigned risk class.

Rating Process

While retail customers are scored, risk classification for corporate customers is done by a rating model. In the rating process the credit decision is taken manually. To assign a rating to a customer, qualitative and quantitative data is analysed.

132

Example: Credit application process for a private retail customer

START

END

Customer

Credit Decision under 15 Min

(>85%)

Front End System(WinLEAS21)

Dealership (MB/CJ/smart)

Approval Form

Requested Docs

• Salary Slip• Copy ID Card• Signed Contract• ...

• Funding

“Check and Pay”

PMS/CMS/BPMS(delfin/Partner)

Scoring + Risk Calculation

• Auto approved• Manually

approved• Rejected

CRA (SCHUFA)

DC Bank External Information

Release or replacement of Loan Collateral

For existing Loan Receivables, the current Loan Collateral from time to time (including any Financed Vehicles) may be released or replaced. In the context of the collateral management a particularly high standard of care has to be applied. The release or replacement of collateral is done in accordance with the following criteria.

The release or replacement of Loan Collateral (including the Financed Vehicles) requires an internal decision equivalent to a new credit approval for the respective loan. The approval is based on DaimlerChrysler Bank AG’s general credit standards. The respective decision makers do not have access to the information that is required to establish whether a Loan Receivable has been securitised or not and as a result they will not know whether a Loan Receivable is a Purchased Loan Receivable or whether it is still owned by the bank. The credit approval responsibilities are based, as usual, on the current outstanding of the relevant Obligor. This means that the higher the current outstanding, the more experienced and senior the responsible credit officer has to be.

Loan Collateral (including Financed Vehicles) may also be released if, due to the existence of excessive security, release is required as a matter of German law.

Servicing and collection procedures

The Back Office is responsible for the servicing of loan agreements. The Back Office is staffed properly and is dedicated to the management of the entire customer data. The opening balance of the contract account of a customer consists of the outstanding principal amount plus interest and residual debt insurance payments, if any. On each scheduled instalment payment date, the monthly instalment is debited to the customer’s bank account by means of direct debit (100% of the Loan Agreements as of the Cut-Off Date).

133

The Collection Management Department is staffed mostly with bankers or employees with business administration backgrounds and is responsible for customers that are either in delinquency or in default. DaimlerChrysler Bank AG’s collection management process is stated as soon as the relevant customer is one day behind schedule. Customers with debt classified as high risk are given priority in the process whereby the risk calculation is done in accordance with a defined IT based decision tree.

Delinquent customers with an exposure of not more than EUR 500,000 are called by the Power Dialler Team to obtain a payment promise. The Power Dialler Team consists of approximately ten (10) employees. Every employee makes approximately 18 phone calls per hour so that delinquency and default cases are handled in a very short period of time. In addition to regular phone calls, reminders are automatically sent by the collection management system CACS. The Power Dialler Team takes care of customers which are maximum three instalments in arrears. The Power Dialler Team is authorised to permit a deferment of payment within certain time limits. The final maturity date of a loan agreement is only postponed if the debt is restructured. Restructuring requires in any event a new credit application which is performed by the credit department.

The Commercial Teams of the regions North, Central and South are responsible for the further proceeding after the Power Dialler process as well as for customers with an exposure in excess of EUR 500,000. The Commercial Teams consist of approximately 27 highly specialised collection management experts. If a loan agreement is terminated and the customer does not return the vehicle voluntarily, an external recovery agent is mandated so that the vehicle can be repossessed. The remarketing department is responsible for the sale of repossessed vehicles. Repossessed vehicles are mainly sold to DaimlerChrysler dealers.

After having realised the related Loan Collateral, all remaining outstanding amounts are written-off. After the write-off, the matter is closed and handed over to external lawyers.

Prepayment management

DaimlerChrysler Bank AG distinguishes between early termination of a loan agreement and unscheduled repayment of a loan. An unscheduled repayment occurs if 90% of the principal outstanding has been prepaid.

In the case of unscheduled repayments, the customer can choose between a:• reduction of the contract term• instalment suspension• instalment reduction.

Thereafter, the customer receives a new instalment plan.

In the case of early termination, the customer pays the Outstanding Loan Principal Amount so that the contract is terminated. The employees of DaimlerChrysler Bank AG may charge a termination fee.

134

THE ISSUER

1. General

The Issuer, Silver Arrow S.A., a company with limited liability (société anonyme), was incorporated under the laws of Luxembourg on 21 October 2005, for an unlimited period and with registered office at 7 Val Ste Croix, L-1371 Luxembourg (telephone: + 352 22 11 90). The Issuer is registered with the Luxembourg Commercial Register under registered number B 111345 on 27 October 2005.

The Issuer has elected in its Articles of Incorporation to be governed by the Luxembourg Securitisation Law.

2. Corporate Purpose of the Issuer

The company shall have as its business purpose the securitisation (within the meaning of the Luxembourg Securitisation Law which shall apply to the company) of receivables (the "Permitted Assets"). The company shall not actively source Permitted Assets but shall only securitise those Permitted Assets that are proposed to it by one or several originators. The company may enter into any agreement and perform any action necessary or useful for the purposes of securitising Permitted Assets, provided it is consistent with (1) the Luxembourg Securitisation Law and (2) paragraph 35 of the Statement of Financial Accounting Standards No. 140 of the United States.

3. Compartments

The board of directors of the Issuer may create one or more Compartments within the Issuer. Each Compartment shall, unless otherwise provided for in the resolution of the board of directors creating such Compartment, correspond to a distinct part of the assets and liabilities of the Issuer. The resolution of the board of directors creating one or more Compartments within the Issuer, as well as any subsequent amendments thereto, shall be binding as of the date of such resolution against any third party.

As between shareholder and creditors of the Issuer, each Compartment of the Issuer shall be treated as a separate entity. Rights of shareholders and creditors of the Issuer that (i) have, when coming into existence, been designed as relating to a Compartment or (ii) have arisen in connection with the creation, the operation or the liquidation of a Compartment are, except if otherwise provided for in the resolution of the board of directors creating the relevant Compartment, strictly limited to the assets of that Compartment and such assets shall be exclusively available to satisfy such shareholders and creditors. Creditors and shareholders of the Issuer whose rights are designated as relating to a specific Compartment of the Issuer shall (subject to mandatory law) have no rights to the assets of any Compartment.

Unless otherwise provided for in the resolution of the board of directors of the Issuer creating such Compartment, no resolution of the board of directors of the Issuer may be taken to amend the resolution creating such Compartment or take any other decision directly affecting the rights of the shareholders or creditors whose rights relate to such Compartment without the prior approval of the shareholders and creditors whose rights

135

relate to such Compartment. Any decision of the board of directors taken in breach of this provision shall be void.

The liabilities and obligations of the Issuer incurred or arising in connection with the Compartment 1 Notes and the other Transaction 1 Documents and all matters connected therewith will only be satisfied or discharged against the assets of Compartment 1. At the Issue Date Compartment 1 will comprise all of the assets of the Issuer. If new Compartments were to be created by the Issuer, the liabilities and obligations of the Issuer to the Corporate Services Provider in respect of the Corporate Services Agreement would be capable of being satisfied or discharged against the assets of all the Compartments of the Issuer according to such rules as will be determined by the board of directors of the Issuer at that time. The assets of Compartment 1 will be exclusively available to satisfy the rights of the Compartment 1 Noteholders and the other creditors of the Issuer in respect of the Compartment 1 Notes, the other Transaction 1 Documents and all matters connected therewith, as provided therein, and (subject to mandatory law) no other creditors of the Issuer will have any recourse against the assets of Compartment 1 of the Issuer.

For so long as the Compartment 1 Notes remain outstanding, the Issuer will not be permitted to issue further securities in respect of any Compartment of the Issuer, or to enter into related transaction documents, unless the requirements contained in Clause 23.10 (Actions of the Issuer requiring consent) of the Trust Agreement have been satisfied. These include: (a) one or more reputable law firm(s) (as appropriate) shall have, in (a) legal opinion(s) satisfactory to the Issuer, confirmed to the Issuer that as a result of the issuance of the securities or the entrance into any other transaction documents related therewith, the Issuer shall not incur any payment or other obligations in respect of its Compartment 1 or in respect of any other pre-existing Compartment; and (b) based, inter alia, on such legal opinion, the board of directors of the Issuer shall have approved the issuance of the securities and the entrance into related transaction documents.

4. Business Activity

The Issuer has not previously carried on any business or activities other than those incidental to its incorporation and other than entering into certain transactions prior to the Issue Date with respect to the securitisation transaction contemplated herein.

In respect of Compartment 1, the Issuer’s principal activities will be the issue of the Compartment 1 Notes, the granting of Compartment 1 Security, the entering into the Subordinated Loan Agreement, the entering into the Swap Agreement and the entering into all other Transaction 1 Documents to which it is a party and the opening of the General Reserve Account-C1, Operating Account-C1 and the Commingling Reserve Account-C1 and the exercise of related rights and powers and other activities reasonably incidental thereto.

In respect of Compartments other than Compartment 1, the Issuer’s principal activities will be the operation as a multi-issuance securitisation conduit for the purposes of, on an on-going basis, purchasing assets, directly or via intermediary purchasing entities, from several selling entities, or assuming the credit risk in respect of assets in any other way, and funding such purchases or risk assumptions in particular in the asset-backed markets. Each such securitisation transaction can be structured as a singular or as a revolving purchase of assets (or other assumption of credit risk) and shall be separate from all other

136

securitisations entered into by the Issuer. To that end, each securitisation carried out by the Issuer shall be allocated to a separate Compartment.

5. Corporate Administration and Management

The Directors and Managers of the Issuer are:

- Alexis Kamarowsky, director, 7 Val Ste Croix, L-1371 Luxembourg, born on 10 April 1947;

- Federigo Cannizzaro di Belmontino, director, 7 Val Ste Croix, L-1371 Luxembourg, born on 12 September 1964;

- Jean-Marc Debaty, director, 7 Val Ste Croix, L-1371 Luxembourg, born on 11 March 1966.

6. Capital and Shares, shareholders

The subscribed capital of the Issuer is set at EUR 31,000 divided into 3100 shares fully paid up, registered shares with a par value of EUR 10 each.

The shareholders of the Issuer, who have an influence on the Issuer and control the Issuer, are the Foundations.

7. Capitalisation

The unaudited capitalisation of the Issuer as at the date of this Offering Circular, adjusted for the issue of the Compartment 1 Notes on the Issue Date, is as follows:

Share CapitalAuthorised, issued and fully paid up: EUR 31,000

8. Indebtedness

The Issuer has no material indebtedness, contingent liabilities and/or guarantees as at the date of the Offering Circular, other than that which the Issuer has incurred or shall incur in relation to the transactions contemplated in the Offering Circular.

9. Holding Structure

(a) Stichting Bertadan, prenamed 1,550 shares(b) Stichting Cannelle, prenamed 1,550 shares

‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾Total 3,100 shares

10. Subsidiaries

The Issuer has no subsidiaries or Affiliates.

137

11. Name of the Issuer’s financial auditors

KPMG Audit S.à r. l.31, Allée SchefferL-2520 Luxembourg

KPMG Audit S.à.r.l. is a member of the Institut des Réviseurs d' Entreprises.

12. Main Process for Director’s Meetings and Decisions

The company is managed by a Board of Directors comprising at least three (3) members, whether shareholders or not, who are appointed for a period not exceeding six years by the general meeting of shareholders which may at any time remove them.

The number of directors, their term and their remuneration are fixed by the general meeting of the shareholders.

The office of a director shall be vacated if:

He resigns his office by notice to the company, orHe ceases by virtue of any provision of the law or he becomes prohibited or disqualified by law from being a director, orHe becomes bankrupt or makes any arrangement or composition with his creditors generally, orHe is removed from office by resolution of the shareholders.

The Board of Directors may elect from among its members a chairman.

The Board of Directors convenes upon call by the chairman, as often as the interest of the company so requires. It must be convened each time two directors so request.

Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other, and such participation in a meeting will constitute presence in person at the meeting, provided that all actions approved by the Directors at any such meeting will be reproduced in writing in the form of resolutions.

Resolutions signed by all members of the Board of Directors will be as valid and effectual as if passed at a meeting duly convened and held. Such signatures may appear on a single document or multiple copies of an identical resolution and may be evidenced by letter, fax, email or similar communication.

The Board of Directors is vested with the powers to perform all acts of administration and disposition in compliance with the corporate objects of the company.

The Board of Directors can create one or several separate compartments, in accordance with article 5 of the present articles of association.

138

All powers not expressly reserved by law or by the present articles of association to the general meeting of shareholders fall within the competence of the Board of Directors. The Board of Directors may pay interim dividends in compliance with the relevant legal requirements.

The company will be bound in any circumstances by the joint signatures of two members of the Board of Directors unless special decisions have been reached concerning the authorized signature in case of delegation of powers or proxies given by the Board of Directors pursuant to article 11 of the present articles of association.

The Board of Directors may delegate its powers to conduct the daily management of the company to one or more directors, who will be called managing directors.

It may also commit the management of all the affairs of the company or of a special branch to one or more directors, and give special powers for determined matters to one or more proxy holders, selected from its own members or not, whether shareholders or not.

13. Financial Statements

Audited financial statements will be published by the Issuer on an annual basis.

The business year of the Issuer extends from 1 January to 31 December. The first business year begins on 21 October 2005 and ends on 31 December 2005 so that the first annual general meeting of the shareholders will be held in 2006. As the Issuer is in its first year of business and the Issuer has not commenced operations since its incorporation, no annual accounts have yet been prepared or published. Reference is made to the Auditor’s Report and the Interim Balance Sheet set out below.

14. Inspection of Documents

For the life of the Compartment 1 Notes, the following documents (or copies thereof)

(a) the Articles of Incorporation of the Issuer;

(b) the resolution of the board of directors of the Issuer approving the issue of the Compartment 1 Notes;

(c) the Offering Circular and all the Transaction 1 Documents referred in this Offering Circular; and

(d) the historical financial information (if any) of the Issuer.

may be inspected at the Issuer’s office at 7 Val Ste CroixL-1371 Luxembourg.

The Compartment 1 Notes will be obligations of the Issuer acting in respect of its Compartment 1 only and will not be guaranteed by, or be the responsibility of DaimlerChrysler Bank AG, DaimlerChrysler AG or any other person or entity. It should be noted, in particular, that the Compartment 1 Notes will not be obligations of, and will not be guaranteed by the Issuer (in respect of Compartments other than Compartment 1),

139

the Seller, the Servicer (if different), the Interest Determination Agent, the Trustee, the Lead Managers or any of their respective Affiliates, the Subordinated Lender, the Issuer Account Bank, the Principal Paying Agent, the Transaction Calculation Agent, the Issuer Account Bank, the Luxembourg Paying Agent, the Luxembourg Listing Agent, the Swap Counterparty, the Corporate Services Provider or the Foundations.

140

THE SELLER AND SERVICER

BUSINESS AND ORGANISATION OF DAIMLERCHRYSLER BANK AG

Description of the Seller

DaimlerChrysler Bank AG is a fully licensed bank incorporated in Germany, licensed under the German Banking Act (”Vollbanklizenz”) and a member of the deposit protection fund (“Einlagensicherungsfonds”). DaimlerChrysler Bank AG is a wholly-owned subsidiary of DaimlerChrysler Financial Services AG, the financial services company of the DaimlerChrysler Group (the "Group", see corporate structure chart below). DaimlerChrysler Financial Services AG has a presence in 39 countries. With more than 950,000 customers and a leasing and lending portfolio of € 14.6 billion (figures as of June, 2005), DaimlerChrysler Bank AG is the second largest automotive bank in Germany. DaimlerChrysler Bank AG has been supporting DaimlerChrysler sales in Germany for over three decades: it is the financial services partner for the brands Mercedes-Benz, smart, Chrysler, Jeep and Setra in Germany.

In its key business automotive leasing and financing, DaimlerChrysler Bank AG has continuously expanded its market share. Its growth has outpaced the market for years; it now finances or leases more than 50 percent of all new DaimlerChrysler passenger cars as well as half of all commercial vehicles – twice as much as just 10 years ago. Lean cost structures, tailor-made solutions for the customer needs as well as qualified and motivated employees contribute to this success.

Sales partners for automotive financial services are the sales organisation in Germany and automotive dealerships of the brands Mercedes-Benz, smart, Chrysler, Jeep and Setra in Germany.

As the financial services company of the Group in Germany, DaimlerChrysler Bank AG aims to be the first choice provider of financial services for dealers and customers in partnership with the automotive brands of the Group. Like these prime automotive brands, the automotive financial services and banking products offered by DaimlerChrysler Bank AG stand for safety, reliability and innovation. With the help of DaimlerChrysler Bank AG’s staff of 1,500 dedicated employees throughout the nation, the goal of DaimlerChrysler Bank AG is to continue to live up to this commitment in the long term.

Development of DaimlerChrysler Bank AG

1967 First leasing activities of Daimler-Benz AG1979 Foundation of Mercedes Leasing GmbH1987 Start of the financing business through the formation of Mercedes-Benz Finanz

GmbH 1990 Integration into Daimler-Benz InterServices AG, the service division of the

Daimler-Benz Group1992 Starting commercial vehicle fleet management through Mercedes-Benz

CharterWay GmbH1997 Passenger car fleet management introduced to the market through Mercedes-Benz

Fleet Management GmbH (now DaimlerChrysler Services Fleet Management GmbH)

141

1999 Integration of Mercedes-Benz Finanz GmbH, Chrysler Bank GmbH and Chrysler Leasing GmbH in connection with the merger between Daimler-Benz AG and Chrysler Corporation

2002 Change of legal name to DaimlerChrysler Bank AGStart of deposit and credit card business

2003 Introduction of mutual funds Inauguration of the new headquarters, Pragsattel/Stuttgart

Current corporate structure of DaimlerChrysler Bank AG

DaimlerChrysler AG

DaimlerChrysler Financial Services AG

DaimlerChrysler Bank AG

DaimlerChrysler Services Leasing GmbH

DaimlerChrysler ServicesCustomer Center GmbH

Mercedes-BenzCharterWay GmbH DaimlerChrysler Services Fleet Management GmbH

100%

100%

100%100%

100%50%

50%

DaimlerChrysler AG

DaimlerChrysler Financial Services AG

DaimlerChrysler Bank AG

DaimlerChrysler Services Leasing GmbH

DaimlerChrysler ServicesCustomer Center GmbH

Mercedes-BenzCharterWay GmbH DaimlerChrysler Services Fleet Management GmbH

100%

100%

100%100%

100%50%

50%

The activities of DaimlerChrysler Bank AG

Up to 2001 the predecessors of DaimlerChrysler Bank AG focused their activities on financing, leasing and fleet management.

Between 2001 and 2004, the organisation widened its product range in order to support sales and to create added value for the Group in terms of increased customer loyalty and acquisition of new customers. This included the commencement of deposit taking, the launch of investment products and of credit card operations.

Reasons for the launch of new banking products:

• Satisfying the growing demand of private customers for banking services (development of private customer share: 1997-10%; 2002-35%; 2004-54%)

• Completing and further developing the automotive value chain: creation of additional revenues and support of vehicle sales through new and innovative financial products and services;

• Creating enhanced customer loyalty towards the products and the brand DaimlerChrysler through cross-selling;

• Acquiring new customers who have not been DaimlerChrysler customers before; and

142

• Adding a favourable refinancing source for funding-based products (leasing and financing).

Products DaimlerChrysler Bank

Leasing/Financing

Fleet Management

Asset Management Credit Cards

• Leasing• Service

Leasing• Financing• Plus 3

Financing• Wholesale

Financing• Fleet

Management for cars and commercial vehicles

• Motor Vehicle Insurance

• Residual Debt Insurance

• Deficient Coverage Protection (GAP) Insurance

• Car Fleet Management: Daimler Chrysler Services Fleet Management

• Fleet Management for Commercial Vehicles: Mercedes Benz CharterWay

Insurances

• Daily Cash Account

• Account + Card

• Fixed Rate Investment Acc.

• Savings Plans• Yield Savings

Plan• Mutual Funds• Interest

Express Certificate

• Daimler Chrysler Card

• Mercedes Card• Smart card

Visa duo• Bonus

programs

Products of DaimlerChrysler Bank AG

Leasing/Financing

Fleet Management

Asset Management Credit Cards

• Leasing• Service

Leasing• Financing• Plus 3

Financing• Wholesale

Financing• Fleet

Management for cars and commercial vehicles

• Motor Vehicle Insurance

• Residual Debt Insurance

• Deficient Coverage Protection (GAP) Insurance

• Car Fleet Management: Daimler Chrysler Services Fleet Management

• Fleet Management for Commercial Vehicles: Mercedes Benz CharterWay

Insurances

• Daily Cash Account

• Account + Card

• Fixed Rate Investment Acc.

• Savings Plans• Yield Savings

Plan• Mutual Funds• Interest

Express Certificate

• Daimler Chrysler Card

• Mercedes Card• Smart card

Visa duo• Bonus

programs

Financial Key Figures by Sector

For the years 2002, 2003, 2004 and the first six months of 2005, the financial performance of DaimlerChrysler Bank AG is illustrated by the figures shown below, presented by sectors:

As of June, 2005 2004 2003 2002

Balance sheet total (US GAAP) mill. € n.a. 15,439 14,213 12,173Number of customers 954,593 926,138 845,080 488,563Number of employees 1,528 1,528 1,488 1,456

ASSETS

Leasing and lending

Contract portfolio mill. € 14,599 14,531 13,222 12,192units 736,753 702,502 655,346 613,468

New business mill. € 3,796 8,201 7,511 6,829units 156,566 325,027 302,085 284,196

Penetration rate passenger cars1 in % 50,7 47,5 43,2 39,5Penetration rate commercial vehicles1 in % 58,8 53,8 49,2 46,6

Credit Cards

units 308,494 290,378 248,351³ 12,9742

143

LIABILITIESAs of June,

2005 2004 2003 2002

Equity mill. € n.a. 832.0 721.6 624.7

Deposit BusinessDeposit portfolio mill. € 3,212 3,124 3,138 7682

Accounts units 185,787 176,952 147,166 43,4292

Bank Loans mill. € 2,506 2,814 2,483 3,073

DaimlerChrysler Intercompany Loans mill. € 8,002 8,124 7,291 7,077

1 Share of leasing and finance out of total sales of DaimlerChrysler vehicles in Germany2 Market launch of deposits and credit cards: 1 July 20023 Takeover of MercedesCard portfolio: 1 January 2003

Serviced Portfolio (Lending and Leasing)

DaimlerChrysler Bank AG experienced an 8.5% growth in outstanding volume between 2002 and 2003 and 9.9% between 2003 and 2004.

As of June, 2005

2004 Increase 2003 Increase 2002

Outstanding (mill. €) 14,599 14,531 9.9% 13,222 8.5% 12,192

Units 736,753 702,502 7.2% 655,346 6.8% 613,468

Serviced Portfolio in mill. € by sector as of June, 2005

Financing42%

Leasing58%

144

Portfolio Segmentation (Lending and Leasing)

As of June, 2005 2004Retail customers (in million €)

Private CustomersSMEsEmployees

11,6192,3277,8511,441

11,5532,2877,8831,383

Corporate customers (in million €) 2,980 2,979Serviced portfolio 14,599 14,531

Serviced portfolio (Lending Business)

The outstanding amount in respect of the lending business has constantly grown:

Serviced Portfolio (lending business) in mill. € between 2000 and June, 2005

Portfolio segmentation of the retail-lending portfolio

Retail customers lending (mill. €) As of June, 2005 2004

Private customers 2,139 2,109SMEs 2,986 3,168Employees (not included in the securitisation) 122 124

4,541 4,797 5,0605,520

6,104 6,156

0,000

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2000

2001

2002

2003

2004

2005

(Q1

and

2)

145

Retail Customer Lending as of June, 2005 (in mill. €)

PrivateCustomers

40%

SMEs58%

Employees2%

New acquisitions (lending and leasing)

The originated amount (lending and leasing) increased between 2002 and 2003 about 10% and between 2003 and 2004 about 9.2%:

As of June, 2005 2004 increase 2003 increase 2002

Origination (mill. €) 3,796 8,201 9.2% 7,511 10.0% 6,829

Units 156,566 325,027 7.6% 302,085 6.3% 284,196

Penetration rates

Over the last ten years penetration rates have doubled. Penetration rates for new vehicles are shown below:

Penetration Rates

in %As of June, 2005 2004 2003 2002

lending total lending total lending total lending total

Mercedes-Benz Passenger Cars

15.4% 46.6% 16.8% 45.5% 13.9% 40.3% 11.5% 35.8%

smart 33.7% 79.8% 31.2% 64.4% 40.0% 67.4% 48.3% 76.1%Chrysler and Jeep 19.6% 53.3% 22.6% 42.6% 30.8% 48.0% 24.1% 39.2%MB Commercial Vehicles 22.7% 58.8% 20.5% 53.8% 18.8% 49.2% 16.9% 46.6%

Note: Total means Leasing and Lending

146

Loan Products

Daimler Chrysler Bank AG offers three types of loans to retail customers:

• Standard Financing: Equal monthly instalments (including interest) are paid until the full loan amount has been repaid.

• Plus 3 Financing: Combines the advantages of leasing (no ownership) with the possibility of acquiring ownership. By agreeing upon a guaranteed final instalment the customer benefits from low monthly instalments similar to leasing.

With Plus 3 Financing the customer decides only at the end of the loan agreement:

• whether he wants to return the vehicle to the dealer- without any further obligations – at a fixed repurchase value (that was fixed at inception of the loan contract) with which the final balloon instalment is paid;

• whether he wants to keep the vehicle and pay the final balloon instalment from his own resources; or

• whether he prefers to refinance the final instalment by applying for a follow-up financing (not part of Transaction 1).

• Final Instalment Financing: This is comparable to Plus 3 Financing except that there is no put option with respect to the vehicle. Only the last two options mentioned under Plus 3 Financing apply:

• to keep the vehicle and pay the final instalment; or

• to refinance the final instalment.

DaimlerChrysler Bank AG offers its private lending customers residual debt (Restschuld) insurance. Residual debt insurance covers, for the event that the customer is unable to make payments under the loan due to illness, accident or disability, the payment of all remaining instalments due from the beginning of the second month after the inability occurred (except the final balloon instalment if any). In the case of death all outstanding instalments are covered.

147

Points of sale

The banking operation of DaimlerChrysler Bank AG is highly integrated with the DaimlerChrysler dealer network. Each loan of DaimlerChrysler Bank AG is originated by DaimlerChrysler dealers. Other channels (direct, non DaimlerChrysler dealers, etc.) are used only for fleet management contracts which are not relevant for Transaction 1.

Mercedes Benz

Smart

Chrysler/Jeep

DaimlerChrysler Sales Organization Germany (DCVD)

- Owned retail units (new/used car sales & service)

MB dealerships (new/used car sales & service)

MB service units(service & used car sales)

Commercial VehiclesRemarketing Centers

Unimog

MB Bus

Setra

Smart

Dealer

35

101

440

67

24

8

35

106

131

133

354

79

45

DCAG owned

Privately owned

Privately owned

DCAG owned

DCAG owned

DCAG owned

DCAG or privately owned

DCAG or privately owned

Privately owned

Brand Type of Dealership Main Dealers Branches Note

Mercedes Benz

Smart

Chrysler/Jeep

DaimlerChrysler Sales Organization Germany (DCVD)

- Owned retail units (new/used car sales & service)

MB dealerships (new/used car sales & service)

MB service units(service & used car sales)

Commercial VehiclesRemarketing Centers

Unimog

MB Bus

Setra

Smart

Dealer

35

101

440

67

24

8

35

106

131

133

354

79

45

DCAG owned

Privately owned

Privately owned

DCAG owned

DCAG owned

DCAG owned

DCAG or privately owned

DCAG or privately owned

Privately owned

Brand Type of Dealership Main Dealers Branches Note

Notes: “DCAG” means DaimlerChrysler AG “MB” means Mercedes-Benz

The sales organisation of DaimlerChrysler Bank AG is located in eight service centres for commercial customers and one service centre for private customers located in Saarbrücken. The financial consultants of DaimlerChrysler Bank AG support auto dealers in the loan origination process.

Every dealer is linked up with the point-of-sale calculation software winLEAS provided by DaimlerChrysler Bank AG. WinLEAS is integrated into the software infrastructure of the respective dealer. As a result, automatic data transfer is assured. Furthermore, at the point of sale, the sales person calculates the financing offer using the winLEAS system and then transfers the contract data electronically via easyline to DaimlerChrysler Bank AG.

148

Internal audits

The controlling system of the Group is derived from the principles of value-based management to attain an adequate return on the invested capital from the shareholders’ perspective. In accordance with the need of shareholders to obtain a suitable return on invested capital, the Group has implemented a value-based controlling system that supports value generation and enables Group-wide transparency. This controlling system works according to the principle of conformity between internal controlling and external financial reporting, and is based on US GAAP.

DaimlerChrysler Bank AG meets all requirements with respect to internal controls over financial reporting, and the Sarbanes-Oxley Act (SOA). The implementation of the necessary activities includes a "Code of Ethics" for Senior Officers, a written standard designed to deter wrongdoing and to promote accuracy and reliability of corporate disclosures made pursuant to securities laws, next to the implementation of "whistleblower procedures" on behalf of the Audit Committee. Periodic statutory financial reports are to include certifications by Senior Management. In addition, Heads and Finance Directors of Subsidiaries have to sign an "Internal Representation Letter" in support of the DaimlerChrysler Bank Representation Letter to be signed by CEO, CFO & CAO.

Internal control of financial reporting is tested according to an Internal Control System, checked by internal audit and kept track of via a Risk Control Tracking System, a system set up by Deloitte & Touche.

External Audits

KPMG Deutsche Treuhand-Gesellschaft, Wirtschaftsprüfungsgesellschaft, Stuttgart, audits the annual financial statements of DaimlerChrysler Bank AG.

149

THE SWAP COUNTERPARTY

IXIS Corporate & Investment Bank (IXIS CIB) is the Swap Counterparty in respect of the Compartment 1 Notes. IXIS CIB is a French law limited liability company (société anonyme à Directoire et Conseil de Surveillance), which was incorporated on 31 March 1987 and originally licensed as a finance company (société financière), a type of credit institution, on 31 May 1996 by the Comité des établissements de credit et des enterprises d’invessement (CECEI). By decision of the CECEI of 29 June 2004 with effect on 1 November 2004, its license was extended to enable it to conduct business as a bank (as defined under Article L.511-9 of the French Monetary and Financial Code). Consequently, it is subject to French and European Union laws and regulations applicable to credit institutions and regulated by Livre V of the French Monetary and Financial Code. Its registered office is at 47 Quai d’Austerlitz, 75648 Paris Cedex 13, France. For the purpose of the Swaps in respect of the Compartment 1 Notes, IXIS CIB is acting through its London branch, registered in England as a branch under No. BR004413 and regulated by the FSA for investment business conducted in the United Kingdom. The name of IXIS CIB was changed from CDC IXIS Capital Markets to IXIS Corporate & Investment Bank on 1 November 2004.

On 30 June 2004, Caisse de Dépôts et consignations (CDC) transferred its direct and indirect interests in IXIS CIB’s parent company, CDC Finance ─ CDC Ixis (CDC IXIS), to Caisse Nationale des Caisse d’Epargne et de Prévoyance (CNCEP). Pursuant to a partial transfer of assets (the "Transfer"), IXIS CIB has taken over as of 1 November 2004, inter alia, CDC IXIS’s Banking and financial operations, back office and spreadbooks as well as its US capital market affiliates and its interest in Nexgen. IXIS CIB now forms the basis of the Caisse d’Epargne Group’s investment banking arm.

By letter dated 12 October 2004 confirming its undertakings under a guarantee in the form of a joint and several obligation (cautionnement solidaire) dated 18 May 2003 (the "CDC Guarantee"), CDC, with effect from the date of the Transfer, directly guarantees Transactions (as defined in and in accordance with the CDC Guarantee) entered into by IXIS CIB. The CDC Guarantee extends both to all on-balance sheet and off-balance sheet transactions (subject to the terms of the CDC Guarantee) if entered into before midnight (Paris time) on 23 January 2007 and where their respective maturity dates fall before 24 January 2017, other than (i) payment obligations arising from any subordinated securities or debts subject to a subordination provision which is intended for or which results in the assimilation of the securities or debts to its own funds as defined by banking regulations or (ii) any payment obligations arising under any transaction which are specifically excluded from the benefit of the CDC Guarantee.

Transactions (as such term is defined in the CNCEP Guarantee (as defined below)) entered into by IXIS CIB (a) on or after 24 January 2004 and which have maturity dates falling on or after 24 January 2017, or (b) on or after 24 January 2007, irrespective of the maturity date of such transactions, are guaranteed by an additional guarantee in the form of a joint and several obligation (cautionnement solidaire) dated 1 October 2004 and with effect from (and including) 1 October 2004 granted to the counterparties of IXIS CIB by CNCEP (the "CNCEP Guarantee"), unless such transaction is a payment obligation arising under any transaction for which the legal documentation specifically excludes the benefit of the CNCEP Guarantee. For the avoidance of doubt, it is indicated that the undertakings of CNCEP under the CNCEP Guarantee are not guaranteed by CDC.

150

Before claiming under the CDC Guarantee or the CNCEP Guarantee (as the case may be), a beneficiary of either of these guarantees must first deliver a written payment request to IXIS CIB for amounts due but unpaid. If the amount claimed remains unpaid by IXIS CIB two (2) business days (under the terms of the CDC Guarantee) or three (3) business days (under the terms of the CNCEP Guarantee) after receipt by the relevant guarantor of the payment request, the beneficiary of a guarantee may issue a written demand on CDC in accordance with the terms of the CDC Guarantee or on CNCEP in accordance with the terms of the CNCEP Guarantee (as the case may be), and CDC or CNCEP (as the case may be) will be obliged to pay amounts due to the counterparty within three (3) business days of receipt of such written demand subject to and in accordance with the terms of the relevant guarantee.

The CDC Guarantee and CNCEP Guarantee (as the case may be) may be terminated at any time on or prior to 23 January 2007 by CDC for the CDC Guarantee and at any time by the CNCEP for the CNCEP Guarantee. If the CDC Guarantee is terminated before 23 January 2007, IXIS CIB, and if the CNCEP Guarantee is terminated at any time, CNCEP, must inform the relevant beneficiaries of the relevant guarantee by publishing a public announcement in at least one financial newspaper in each of Paris, London, Frankfurt, New York and Tokyo, at least six (6) months before the effective date of the intended termination. Notwithstanding termination of either of the CDC Guarantee or the CNCEP Guarantee (as the case may be), relevant financial instruments issued or entered into by IXIS CIB from (and including) 24 January 2004 to the respective date of termination of either the CDC Guarantee or the CNCEP Guarantee (as the case may be) will continue to benefit from the respective undertakings given by CDC under the CDC Guarantee or CNCEP under the CNCEP Guarantee (as the case may be) until the respective maturity dates of such financial instruments.

The long term senior commitments of IXIS CIB are currently rated Aaa by Moody’s and AAA by S&P and Fitch when guaranteed by CDC and Aa2 by Moody’s and AA by S&P and Fitch when guaranteed by CNCEP. The counterparty rating of IXIS CIB is currently rated AAA/negative by S&P when guaranteed by CDC, and AA when guaranteed by CNCEP. The short term guaranteed senior commitments of IXIS CIB are currently rated F-1+ by Fitch. The guaranteed senior short term deposits of IXIS CIB are currently rated P-1 by Moody’s. The short term counterparty rating of IXIS CIB is currently rated A-1+ by S&P.

The information in the preceding seven paragraphs has been provided by IXIS CIB for use in this Offering Circular and IXIS CIB is solely responsible for the accuracy of the preceding seven paragraphs. Except for the foregoing seven paragraphs, IXIS CIB, in its capacity as Swap Counterparty, and its affiliates have not been involved in the preparation of, and do not accept responsibility for, this Offering Circular.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. The Issuer is able to ascertain from the above information published by the Swap Counterparty that no facts have been omitted which would render the reproduced information inaccurate or misleading.

151

THE TRUSTEE

J.P. Morgan Corporate Trustee Services Limited has been appointed as Trustee under the Trust Agreement.

J.P. Morgan Corporate Trustee Services Limited was incorporated on 22 July 1991 as a limited company under English law. Its principal activity is to act as a corporate trustee on debt issuances in the domestic and international capital markets.

As of 31 December 2004 J.P. Morgan Corporate Trustee Services Limited had capital of USD 1,000,004. It is owned by J.P. Morgan Europe Limited (which is authorised and regulated by the Financial Services Authority) and ultimately owned by J.P. Morgan Chase & Co. which is incorporated in the United States of America.

J.P. Morgan Chase & Co. is a leading global financial services firm, and its shares are listed on the New York stock exchange. As of 30 June 2004 J.P. Morgan Chase & Co. had assets of USD 818 million and stockholders equity of USD 46 million.

The information in the preceding paragraphs has been provided by J.P.Morgan Corporate Trustee Services Limited for use in this Offering Circular and J.P.Morgan Corporate Trustee Services Limited is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, J.P.Morgan Corporate Trustee Services Limited, in its capacity as Trustee, has not been involved in the preparation of, and does not accept responsibility for, this Offering Circular.

To the best knowledge and belief of the Issuer, the above information has been accurately reproduced. The Issuer is able to ascertain from the above information published by the Trustee that no facts have been omitted which would render the reproduced information inaccurate or misleading.

152

THE TRANSACTION 1 ACCOUNTS

For the purposes of Transaction 1, no later than the Issue Date the Issuer shall (acting in respect of its Compartment 1) have established the General Reserve Account-C1. Not later than the Issue Date, the General Reserve Amount of EUR 31,500,000 will be credited to the General Reserve Account-C1 by the Issuer which amount the Issuer will have borrowed under the Subordinated Loan from the Subordinated Lender. See "CREDIT STRUCTURE AND FLOW OF FUNDS — Subordinated Loan". The General Reserve Account-C1 will be available to support payments under the Pre-enforcement Interest Priority of Payments or Post-enforcement Priority of Payments to the extent Adjusted Interest Collections will not be sufficient to satisfy the Issuer’s obligations.

In addition, no later than the Issue Date the Issuer shall have established the Operating Account-C1 into which the Lead Managers shall have paid the net proceeds of the issue, from which, inter alia, the Issuer will pay the Purchase Price (EUR 699,996,647.88) on the Purchase Date, and into which the Servicer will on-pay Collections of Principal and Interest (including Deemed or Unwind Collections) and the Swap Counterparty will pay Swap Net Cashflow. The Issuer will use the Operating Account-C1 as the basis for making Transaction 1-related payments on account of expenses and moneys owed to Compartment 1 Noteholders and the other Secured Parties, including Swap Net Cashflow to the Swap Counterparty.

The Issuer will also enter into the Commingling Reserve Account Agreement under which the Commingling Reserve Cash Collateral (credited to the Commingling Reserve Account-C1) shall on the Issue Date and as of each Payment Date be equal to the Commingling Reserve Required Amount. See "RISK FACTORS" and "CREDIT STRUCTURE AND FLOW OF FUNDS".

All Issuer Accounts-C1 will be held with JPMorgan Chase Bank N.A. London Branch, in its capacity as Issuer Account Bank.

JPMorgan Chase Bank N.A. London Branch is a company organised under the laws of England and Wales whose registered office is at Trinity Tower, 9 Thomas More Street, London E1W 1YT, United Kingdom. JPMorgan Chase Bank, National Association (“JPMCB”) is a wholly-owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. JPMCB is a commercial bank offering a wide range of banking services to its customers both domestically and internationally. It is chartered, and its business is subject to examination and regulation by the Office of the Comptroller of the Currency, a bureau of the United States Department of the Treasury. JPMCB’s main office is located in Columbus, Ohio. It is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation. Effective July 1, 2004, Bank One Corporation merged with and into JPMorgan Chase & Co., the surviving corporation in the merger, pursuant to the Agreement and Plan of Merger dated as of January 14, 2004. Prior to November 13, 2004, JPMCB was in the legal form of a banking corporation organized under the laws of the State of New York and was named JPMorgan Chase Bank. On that date, it became a national banking association and its name was changed to JPMorgan Chase Bank, National Association (the “Conversion”). Immediately after the Conversion, Bank One, N.A. (Chicago) and Bank One, N.A. (Columbus) merged into JPMCB. Additional information, including the most recent Form 10-K for the year ended December 31, 2004, of JPMorgan Chase & Co. and additional annual, quarterly and current reports filed with

153

the Securities and Exchange Commission by JPMorgan Chase & Co., as they become available, may be obtained from the Securities and Exchange Commission’s Internet site (http://www.sec.gov), or without charge by each person to whom this Official Statement is delivered upon the written request of any such person to the Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.

The information in the preceding paragraph has been provided by JPMorgan Chase Bank N.A. London Branch for use in this Offering Circular and JPMorgan Chase Bank N.A. London Branch is solely responsible for the accuracy of the preceding paragraph. Except for the foregoing paragraph, JPMorgan Chase Bank N.A. London Branch, in its capacity as Issuer Account Bank has not been involved in the preparation of and do not accept responsibility for, this Offering Circular.

To the best knowledge and belief of the Issuer, the above information about the Issuer Account Bank has been accurately reproduced. The Issuer is able to ascertain from such information published by the Issuer Account Bank that no facts have been omitted which would render the reproduced information inaccurate or misleading.

The Trustee may at its sole discretion, during the life of Transaction 1 open the Trust Account for the benefit of the Compartment 1 Noteholders and the other Secured Parties. Following the occurrence of an Enforcement Event, the Trustee will be entitled, vis-à-vis the Issuer, to redirect cashflows due from the Issuer’s obligors in respect of Transaction 1 directly into the Trust Account (if any). The Issuer and the Trustee (as applicable) shall, during the life of Transaction 1, maintain the Issuer Accounts-C1.

154

TAXATION

1. GeneralThe following information summarises certain aspects of the tax law in force, and the related practice applied in Germany and Luxembourg at the date of this Offering Circular. The tax related information contained in this Offering Circular is not intended as tax advice and does not purport to describe all of the tax considerations that may be relevant to a prospective investor in the Compartment 1 Notes. Prospective investors are advised to consult their own professional advisers on the implications of subscribing for, buying, holding, selling, redeeming or disposing of Compartment 1 Notes and the receipt of interest and distributions with respect to such Compartment 1 Notes under the laws of the jurisdictions in which they may be liable to taxation. Prospective investors should be aware that tax law and its practice and interpretation may change.

2. German Taxation

Taxation in GermanyThis section should be read in conjunction with "RISK FACTORS — German taxation".

ResidentsPayments of interest on the Compartment 1 Notes, including interest having accrued up to the sale of a Compartment 1 Note and credited separately ("Accrued Interest"), to persons whose residence, habitual abode, statutory seat, or place of effective management and control is located in Germany (the "Tax Residents") are subject to German personal or corporate income tax (plus solidarity surcharge (Solidaritätszuschlag) at a rate of 5.5% thereon). Such interest is also subject to trade tax (Gewerbesteuer) if the Compartment 1 Notes form part of the property of a German trade or business. Accrued Interest paid upon the acquisition of a Note may give rise to negative income if the Compartment 1 Note is held as a non-business asset.

Upon maturity of a Compartment 1 Note the initial holder of the Compartment 1 Note receives, in addition to the current interest, taxable investment income in an amount equal to the difference between the issue price of the Compartment 1 Note and the redemption amount (the "Original Issue Discount"), however, in the case of Compartment 1 Notes held as non-business assets, this can only apply if the Original Issue Discount exceeds certain thresholds.

If a Compartment 1 Note can be classified as a financial innovation (Finanzinnovation) under German tax law, such as in the case of a deeply discounted note, and if such Compartment 1 Note is purchased or disposed of while outstanding, or redeemed at maturity, the Original Issue Discount (provided the holder of the Compartment 1 Note gives proof of the applicable yield to maturity) to the extent attributable to the period over which a holder of a Compartment 1 Note has held such Compartment 1 Note minus interest, including Accrued Interest, already taken into account, or, alternatively, the difference between the proceeds from the disposition, assignment or redemption and the purchase price is subject to personal or corporate income tax in the year of the disposition, assignment or maturity of the Compartment 1 Note, unless the Compartment 1 Note forms part of the property of a German trade or business, in which case each year the part of the Original Issue Discount attributable to such year as well as interest

155

accrued, must be taken into account proportionately as interest income and may also be subject to trade tax.

Capital gains from the disposition of Compartment 1 Notes, other than income from the Original Issue Discount exceeding certain thresholds as defined above, are only taxable to a German tax-resident individual if the Compartment 1 Notes are disposed of within one year after their purchase or form part of the property of a German trade or business, in which case the capital gains may also be subject to trade tax. Capital gains derived by German-resident corporate holders of Compartment 1 Notes will be subject to corporate income tax (plus solidarity surcharge at a rate of 5.5% thereon) and trade tax.

Where the Compartment 1 Notes are kept in a custodial account which the holder of the Compartment 1 Notes maintains with a German branch of a German or non-German financial institution or financial services institution (the "Disbursing Agent"), such Agent is generally required to withhold tax at a rate of 30% (Zinsabschlag) (plus solidarity surcharge thereon at a rate of 5.5%), resulting in a total tax charge of 31.65%, of the gross amount of interest, including Accrued Interest, paid. Where a Compartment 1 Note constituting a financial innovation is kept in a custodial account maintained with a Disbursing Agent, such Disbursing Agent is generally required to withhold tax at a rate of 30% (plus solidarity tax thereon at a rate of 5.5%) from interest paid, including Accrued Interest, and from 30% of the amounts paid in partial or final redemption of the Compartment 1 Notes or the proceeds from the disposition or assignment of the Compartment 1 Notes, or, where such institution has since acquiring or selling the Compartment 1 Notes held such Compartment 1 Notes in custody, of the excess of the redemption amount or proceeds from the disposition or assignment over the purchase price for the Compartment 1 Notes.

In computing the tax to be withheld the Disbursing Agent may deduct from the basis of the withholding tax any Accrued Interest paid by the holder of a Compartment 1 Note to the Disbursing Agent during the same calendar year. In general, no withholding tax will be levied if the holder of any Compartment 1 Note is an individual (i) whose Compartment 1 Note does not form part of the property of a German trade or business nor gives rise to income from the letting and leasing of property, and (ii) who filed a withholding exemption certificate (Freistellungsauftrag) with the Disbursing Agent but only to the extent the interest income derived from the Compartment 1 Note, together with other investment income, does not exceed the maximum exemption amount shown on the withholding exemption certificate. Similarly, no withholding tax will be deducted if the holder of the Compartment 1 Note has submitted to a Disbursing Agent a certificate of non-assessment (Nichtveranlagungsbescheinigung) issued by the relevant local tax office.

Withholding tax and solidarity surcharge thereon are credited as prepayments against the German personal or corporate income tax and the solidarity surcharge liability of the German resident. Amounts withheld without any sufficient reason for such withholding will entitle the holder of a Compartment 1 Note to the payment of a refund, based on an assessment to tax.

NonresidentsInterest, including Accrued Interest and Original Issue Discount, and capital gains are not subject to German taxation, unless (i) the Compartment 1 Notes form part of the business property of a permanent establishment, including a permanent representative, or a fixed base maintained in Germany by the holder of a Compartment 1 Note or (ii) the interest

156

income otherwise constitutes German-source income (such as income from the letting and leasing of certain German-situs property). In the latter case a tax regime similar to that explained above in "— German taxation — Residents" applies; capital gains from the disposal of Compartment 1 Notes are, however, only taxable in the case of (i).

Nonresidents of Germany are, in general, exempt from German withholding tax on interest and solidarity surcharge thereon. However, where interest is subject to German taxation as set forth in the preceding paragraph and the Compartment 1 Notes are held in a custodial account with a Disbursing Agent, withholding tax is levied as explained above in "— German taxation — Residents".

Inheritance or Gift TaxNo inheritance of gift taxes will arise with respect to any Compartment 1 Note under the laws of Germany, if, in the case of inheritance tax, neither the descendant nor the beneficiary, or, in the case of gift tax, neither the donor nor the donee, is a resident of Germany and such Compartment 1 Note is not attributable to a German trade or business for which a permanent establishment is maintained, or a permanent representative has been appointed, in Germany. Exceptions to this rule apply to certain German expatriates.

Other TaxesNo stamp, issue, registration or similar taxes or duties will be payable in Germany in connection with the issuance, delivery or execution of the Compartment 1 Notes. Currently, net wealth tax is not levied in Germany.

German Taxation of the Issuer

Corporate Income TaxThe Issuer will derive income from carrying out certain business activities. Such income and gains, if any, should therefore be properly characterised as business profits (Einkünfte aus Gewerbebetrieb). Business profits derived by the Issuer will only be subject to German corporate income tax if the Issuer has its place of effective management and control in Germany or if the Issuer maintains a permanent establishment (Betriebsstätte) for its business in Germany or if the business profits are characterised as another category of income that constitutes German-source income. Subject to the detailed discussion set out in "RISK FACTORS — German taxation", there are good and valid reasons for not expecting that the German tax authorities will be treating the Issuer as maintaining a German permanent establishment by reason of having its place of effective management and control in Germany.

Trade TaxBusiness profits derived by the Issuer will only be subject to German trade tax if the Issuer maintains a permanent establishment (Betriebsstätte) in Germany and to the extent that any net income derived by the Issuer is attributable to such permanent establishment. Subject to the detailed discussion set out in "RISK FACTORS − German taxation", there are good and valid reasons for not expecting that the German tax authorities will be treating the Issuer as maintaining a German permanent establishment by reason of having its place of effective management and control in Germany.

3. Luxembourg Taxation

By a law of June 21, 2005 (the "Savings Law"), Luxembourg has implemented a directive adopted on June 3, 2003 by the Council of Economic and Finance Ministers of the

157

European Union (the "EU") regarding the taxation of savings income. Under the Savings Law, which is in effect as of July 1, 2005, Luxembourg will levy a withholding tax on payments of interest or other similar income paid by a person within its jurisdiction to or for an individual resident in another EU member state unless such individual agrees to an exchange of information regarding the interest or similar income it received between the tax authorities of Luxembourg and the relevant EU member state. The rate of the withholding tax is equal to 15 per cent. as from July 1, 2005, 20 per cent. as from July 1, 2008 and 35 per cent. as from July 1, 2011.

Payments under the Compartment 1 Notes will only be made after deduction or withholding of any mandatory withholding or deductions on account of tax. The Issuer will not be required to pay additional amounts in respect of any such withholding or other deduction for or on account of any present or future taxes, duties or charges of whatever nature. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES —Condition 12 (Taxation)". In such event, subject to certain conditions, the Issuer will be entitled (but will have no obligation) to redeem the Compartment 1 Notes in whole but not in part at their then Outstanding Note Principal Amount. See "TERMS AND CONDITIONS OF THE COMPARTMENT 1 NOTES — Condition 8.4 (Optional Taxation Redemption)".

The Issuer has been advised that under the existing laws of Luxembourg:

(a) all payments of interest and principal by the Issuer under the Compartment 1 Notes can be made free of withholding or deduction for or on account of any taxes of whatsoever mature imposed, levied, withheld, or assessed by Luxembourg or any political subdivision or tax authority thereof or therein;

(b) a holder of a Compartment 1 Note who derives income from a Compartment 1 Note or who realises a gain on the disposal or redemption of a Compartment 1 Note will not be subject to Luxembourg taxation on income or capital gains unless:

(i) the holder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions; or

(ii) such income or gain is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg;

(c) Luxembourg net worth tax will not be levied on a holder of a Compartment 1 Note unless:

(i) the holder is, or is deemed to be, a resident in Luxembourg for the purpose of the relevant provisions; or

(ii) such Compartment 1 Note is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg;

158

(d) Luxembourg gift or inheritance taxes will not be levied on the occasion of the transfer of a Compartment 1 Note by way of gift by, or on the death of, a holder unless:

(i) the holder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions at the time of the transfer; or

(ii) the gift is registered in Luxembourg;

(e) there is no Luxembourg registration tax, capital tax, stamp duty or any other similar tax or duty payable in Luxembourg in respect of or in connection with the issue of the Compartment 1 Notes or in respect of the payment of principal or interest under the Compartment 1 Notes or the transfer of the Compartment 1 Notes. If any documents in respect of the Compartment 1 Notes are required to be registered in Luxembourg, they will be subject to a fixed registration duty;

(f) there is no Luxembourg value added tax payable in respect of payments in consideration for the issue of the Compartment 1 Notes or in respect of the payment of interest or principal under the Compartment 1 Notes or the transfer of a Compartment 1 Note; and

(g) a holder of a Compartment 1 Note will not become resident, or deemed to be resident, in Luxembourg by reason only of the holding of a Compartment 1 Note or the execution, performance, delivery and/or enforcement of the Compartment 1 Note.

159

SUBSCRIPTION AND SALE

1. Subscription of the Compartment 1 Notes

The Lead Managers, the Issuer and the Seller are parties to the Subscription Agreement. Pursuant to the Subscription Agreement, each of the Lead Managers has agreed, subject to certain conditions, to subscribe, or to procure subscriptions, for the Compartment 1 Notes. The Seller has agreed to pay each of the Lead Managers a combined management, underwriting and placement commission on the Class A Compartment 1 Notes and the Class B Compartment 1 Notes, as agreed between the parties to the Subscription Agreement. The Seller has further agreed to reimburse each of the Lead Managers for certain of its expenses in connection with the issue of the Compartment 1 Notes. Pursuant to the Subscription Agreement, the Seller and the Issuer have agreed to indemnify the Lead Managers, as more specifically described in the Subscription Agreement, for and against certain Losses and liabilities in connection with certain representations in respect of, inter alia, the accurateness of certain information contained in this Offering Circular.

In the Subscription Agreement, the Issuer has made certain representations and warranties in respect of its legal and financial matters.

The Subscription Agreement entitles each of the Lead Managers to terminate its obligations thereunder in certain circumstances prior to payment of the issue price of the Compartment 1 Notes. The Issuer has agreed to indemnify each of the Lead Managers against certain liabilities in connection with the offer and sale of the Compartment 1 Notes.

2. Selling Restrictions

General

All applicable laws and regulations must be observed in any jurisdiction in which Compartment 1 Notes may be offered, sold or delivered. Each of the Lead Managers has agreed that it will not offer, sell or deliver any of the Compartment 1 Notes, directly or indirectly, or distribute this Offering Circular or any other offering material relating to the Compartment 1 Notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Issuer except as set out in the Subscription Agreement.

United States of America and its Territories

(1) The Compartment 1 Notes have not been and will not be registered under 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 pursuant to an exemption from the registration requirements of the Securities Act. Each of the Lead Managers has represented and agreed that it has offered and sold the Compartment 1 Notes, and will offer and sell the Compartment 1 Notes (i) as part of its distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of all the Compartment 1 Notes only in accordance with Rule 903 of Regulation S under the Securities Act. Neither the Lead Managers, their respective Affiliates nor any persons acting on their behalf have engaged or will engage in any directed selling efforts with respect to the Compartment 1 Notes, and they have complied and will comply with the offering restrictions

160

requirements of Regulation S under the Securities Act. At or prior to confirmation of sale of Compartment 1 Notes, the Lead Managers will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Compartment 1 Notes from them during the distribution compliance period a confirmation or notice to substantially the following effect:

"The Securities covered hereby have not been registered under the U.S. 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 (i) as part of their distribution at any time or (ii) otherwise until forty (40) calendar days after the completion of the distribution of the Securities as determined and certified by the Lead Managers. Terms used above have the meaning given to them in Regulation S under the Securities Act".

Terms used in this clause have the meaning given to them in Regulation S under the Securities Act.

(2) Further, each of the Lead Managers has represented and agreed that:

(a) except to the extent permitted under U.S. Treas. Reg. section 1.163-5 (c)(2)(i)(D) (the "TEFRA D Rules"), (i) it has not offered or sold, and during the restricted period will not offer or sell, directly or indirectly, Compartment 1 Notes in bearer form to a person who is within the United States or its possessions or to a United States person, and (ii) it has not delivered and will not deliver, directly or indirectly, within the United States or its possessions definitive Compartment 1 Notes in bearer form that are sold during the restricted period;

(b) it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Compartment 1 Notes in bearer form are aware that such Compartment 1 Notes may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the TEFRA D Rules;

(c) if it was considered a United States person, that it is acquiring the Compartment 1 Notes for purposes of resale in connection with their original issuance and agrees that if it retains Compartment 1 Notes in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. section 1.63-5 (c)(2)(i)(D)(6); and

(d) with respect to each Affiliate that acquires from it Compartment 1 Notes in bearer form for the purpose of offering or selling such Compartment 1 Notes during the restricted period that it will either (i) repeat and confirm the representations and agreements contained in sub-clauses (a), (b) and (c); or (ii) obtain from such Affiliate for the benefit of the Issuer the representations and agreements contained in sub-clauses (a), (b) and (c).

Terms used in this Clause (2) have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder, including the TEFRA D Rules.

161

United Kingdom

Each Manager has represented and agreed that:

(a) (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the Compartment 1 Notes other than to Persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Compartment 1 Notes would otherwise constitute a contravention of section 19 of the FSMA by the Issuer;

i. 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 Compartment 1 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

ii. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Compartment 1 Notes in, from or otherwise involving the United Kingdom.

Germany

The Compartment 1 Notes are subject to the restrictions provided in the German Securities Prospectus Act (Wertpapier-Prospektgesetz) or other laws of Germany governing the issue, offering and sale of securities. The Lead Managers have confirmed and agreed that no German securities prospectus (Wertpapier-Prospekt) within the meaning of the German Securities Prospectus Act has been or will be filed with the Federal Authority for the Supervision of Financial Services (Bundesanstalt für Finanzdienstleistungsaufsicht) in connection with the offering of the Compartment 1 Notes, nor has such a prospectus been or will be published with respect to such Compartment 1 Notes. Consequently the Compartment 1 Notes will not be offered to the public in Germany except under an exemption from the requirements under German law to file and publish a securities prospectus.

162

USE OF PROCEEDS

The aggregate net proceeds from the Compartment 1 Notes amounting to approximately EUR 700,000,000 will be used to purchase, on the Purchase Date, Eligible Loan Receivables secured by the Loan Collateral from the Seller and residual amounts, if any, will be invested by the Issuer in Authorised Investments.

163

GENERAL INFORMATION

1. Subject of this Offering Circular

This Offering Circular relates to approximately EUR 700 million aggregate principal amount of the Compartment 1 Notes issued by Silver Arrow S.A., 7 Val Ste Croix, L-1371 Luxembourg.

2. Authorisation

The issue of the Compartment 1 Notes was authorised by a resolution of the board of directors of the Issuer passed on 7 November 2005

3. Litigation

Neither the Issuer is, or has been since its incorporation, nor the Seller is, or has during its last two (2) fiscal years been, engaged in any litigation or arbitration proceedings which may have or have had during such period a significant effect on their respective financial position, and, as far as the Issuer and the Seller are aware, no such litigation or arbitration proceedings are pending or threatened, respectively.

4. Payment Information

In connection with the Compartment 1 Notes, the Issuer will inform the Luxembourg Stock Exchange of the Interest Amounts, the Interest Periods and the Interest Rates and, if relevant, the payments of principal on each Class of Compartment 1 Notes, in each case in the manner described in the Conditions.

Payments and transfers of the Compartment 1 Notes will be settled through the Clearing System, as described herein. The Compartment 1 Notes have been accepted for clearing by Clearstream Luxembourg and Euroclear.

All notices regarding the Compartment 1 Notes will either be published in a leading daily newspaper with general circulation in Luxembourg designated by the Luxembourg Stock Exchange (which is expected to be the D’Wort or on the website of the Luxembourg Stock Exchange) or, when the rules of the Luxembourg Stock Exchange so permit, by delivery to the Clearing System.

5. Material Change

Save as disclosed in this Offering Circular, there has been no material adverse change in the financial position or prospects of the Issuer since its incorporation.

6. Miscellaneous

No statutory or non-statutory accounts in respect of any fiscal year of the Issuer have been prepared other than as contained in this Offering Circular. The Issuer will not publish interim accounts. The fiscal year in respect of the Issuer is the calendar year.

164

7. Luxembourg Listing

Application has been made for the Compartment 1 Notes to be admitted to the official list and be traded on the regulated market of the Luxembourg Stock Exchange. The Issuer has appointed J.P. Morgan Bank Luxembourg S.A. as the Luxembourg Listing Agent and as its initial Luxembourg intermediary. The total estimated listing expenses are EUR 14,705.

Copies of the following documents may also be obtained free of charge during customary Business Hours at the specified offices of the Principal Paying Agent and, as long as any Compartment 1 Notes are listed on the Luxembourg Stock Exchange, at the specified offices of the Luxembourg Listing Agent:

(a) the Articles of Incorporation of the Issuer;

(b) the resolution of the board of directors of the Issuer approving the issue of the Compartment 1 Notes;

(c) the future annual financial statements of the Issuer (interim financial statements will not be prepared);

(d) the Monthly Investor Reports;

(e) the Trust Agreement;

(f) all notices given to the Compartment 1 Noteholders pursuant to the Conditions; and

(g) this Offering Circular and all Transaction Documents 1 referred to in this Offering Circular.

8. Clearing Codes

Class A Class BCompartment 1 Notes Compartment 1 Notes

ISIN: XS0234983756 ISIN: XS0234984309Common Code: 023498375 Common Code: 023498430

165

MASTER DEFINITIONS SCHEDULE

The following is the text of the Master Definitions Schedule. The text will be attached as Appendix A to the Conditions and constitutes an integral part of the Conditions – in case of any overlap or inconsistency in the definitions of a term or expression in the Master Definitions Schedule and elsewhere in the Offering Circular, the definitions of the Master Definitions Schedule will prevail.

1. Definitions

1.1. The parties to this Master Definitions Schedule agree that, except where expressly stated to the contrary or where the context otherwise requires, the definitions set out below shall apply to terms or expressions referred to but not otherwise defined in each Transaction 1 Document.

"Accrued Interest" means the interest which has accrued up to the sale of a Compartment 1 Note.

"Acquire", "Acquired", "Acquiring" or "Acquisition" when used in respect of any asset, means an asset that has been, is being, or will be, purchased, acquired or assumed, as the case may be.

"Adjusted Interest Collections" means, on each Payment Date, the aggregate of (i) the Interest Collections, (ii) any Reallocated Principal Collections, (iii) any Swap Net Cashflow received by the Issuer from the Swap Counterparty and (iv) any Liquidity Drawing.

"Adjusted Total Principal Collections" means, on each Payment Date, the Total Principal Collections, minus the Interest Collection Shortfall for such Payment Date.

"Adverse Claim" means any mortgage, charge, pledge, hypothecation, lien, floating charge or other security interest or encumbrance or other right or claim under the laws of any jurisdiction, of or on any Person's assets or properties in favour of any other Person.

"Affiliate" means, in relation to any Person, any entity controlled, directly or indirectly by the Person, any entity that controls, directly or indirectly the Person or any entity directly or indirectly under common control with such Person (for this purpose, "control" of any entity of Person means ownership of a majority of the voting power of the entity or Person). For the purposes of this definition, with respect to the Issuer, "Affiliate" does not include the Corporate Services Provider or any entities which the Corporate Services Provider controls.

"Affiliate" of, or a Person "affiliated with", a specified Person means a Person that directly or indirectly through one or more intermediaries’ controls or is controlled by, or is under common control with, the Person specified. For the purpose of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership or voting of securities, by contract, or otherwise.

166

"Agency Agreement" means the agency agreement between the Paying Agents, the Interest Determination Agent, the Luxembourg Listing Agent, the Transaction Calculation Agent, the Issuer and the Trustee dated the Closing Date.

"Aggregate Outstanding Loan Principal Amount" means, in respect of all Purchased Loan Receivables held by the Issuer at any time, the aggregate of the Outstanding Loan Principal Amounts of such Purchased Loan Receivables less the amount of Defaulted Loan Receivables.

"Applicable Priority of Payments" means, as applicable, prior to the occurrence of an Enforcement Event, the Pre-enforcement Interest Priority of Payments in respect of interest or the Pre-enforcement Principal Priority of Payments in respect of principal or, after the occurrence of an Enforcement Event, the Post-enforcement Priority of Payments in respect of principal and interest.

"Applicable Insolvency Law" means any applicable bankruptcy, insolvency or other similar law affecting creditor's rights now or hereafter in effect in any jurisdiction.

"Articles of Incorporation" means the Statuts of the Issuer under Luxembourg law.

"Assigned Assets" has the meaning assigned to it in Clause 8.1 (a) of the Trust Agreement.

"Authorised Investments" means, any amount standing to the credit of the General Reserve Account-C1, the Operating Account-C1 or the Commingling Reserve Account-C1 invested by the Transaction Calculation Agent, on behalf of the Issuer, provided that any such investment (i) matures, and interest thereon is due in irrevocable funds, for value no later than on the immediately following Payment Date and (ii) has such minimum ratings as are required by the Rating Agencies (either Aaa/AAA by Moody's/Fitch or P1/F1+ by Moody's/Fitch).

"Available Post-enforcement Funds" means, from time to time, all moneys standing to the credit of the General Reserve Account-C1, the Operating Account-C1 and the Trust Account (if any), including, for the avoidance of doubt, any enforcement proceeds in respect of the Compartment 1 Security credited to the Operating Account-C1 and/or the Trust Account (if any) following an Enforcement Event.

"Bank Account Agreement" means the bank account agreement between the Issuer, the Issuer Account Bank and the Trustee governing the Issuer Accounts-C1.

"Balloon Loan Receivable" means a Loan Receivable with a final balloon instalment which is either (i) coupled with a matching obligation of the dealer of the Financed Vehicle to repurchase the Financed Vehicle at a fixed price (Plus 3 Financing), or (ii) a stand-alone arrangement not coupled with any obligation of the dealer (Final Instalment Financing).

"Borrower" means in respect of a Loan Receivable a Person (including consumers and businesses) to whom the Seller has advanced auto loans on the terms of the relevant Loan Agreement.

167

"Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in Brussels, London, Luxembourg, Paris and Stuttgart and which is a TARGET Settlement Day in relation to the payment of a sum denominated in euros or in a national currency unit of the euro.

"Business Hours" means the period from 9 a.m. to 5 p.m. CET on any Business Day.

"Calculation Date" means in relation to each Collection Period the 2nd Business Day preceding the relevant Payment Date.

"CECEI" means Comité des établissements de crédit et des entreprises d’investissement.

"CET" means Central European time.

"Charged Assets" means the whole of the right, title, benefit and interest of the Issuer in such undertaking, property, assets and rights whatsoever and wheresoever situated, present and future, as are subject to the Compartment 1 Security including the Assigned Assets.

"Civil Code" means the civil code (Bürgerliches Gesetzbuch) of Germany, as amended or restated from time to time.

"Class" means any of the Class A Compartment 1 Notes and the Class B Compartment 1 Notes.

"Class A Compartment 1 Noteholders" or "Class A Noteholders" means the holders of the Class A Compartment 1 Notes.

"Class A Compartment 1 Notes" or "Class A Notes" means the class A notes issued by the Issuer on the Issue Date with a total nominal amount of EUR 647,750,000, consisting of 5,182 individual Class A Notes, each in the nominal amount of EUR 125,000 and ranking senior to the Class B Notes.

"Class A Notes Amortisation Amount" means, on any Payment Date, until the Class A Outstanding Note Principal Amount has been redeemed in full, an amount equal to (i) after the occurrence of a Sequential Amortisation Event, the Class A Notes Sequential Amortisation Amount; or (ii) the Class A Notes Pro Rata Amortisation Amount prior to the occurrence of a Sequential Amortisation Event.

"Class A Notes Percentage" means, for any Payment Date, a percentage equal to the ratio of (i) the Class A Outstanding Note Principal Amount on the preceding Payment Date (after giving effect to any principal repayment on such date) and (ii) the aggregate Class Outstanding Note Principal Amounts of the Class A Compartment 1 Notes and the Class B Compartment 1 Notes on the preceding Payment Date.

"Class A Notes Pro Rata Amortisation Amount" means, on any Payment Date, until the Class A Outstanding Note Principal Amount has been redeemed in full, an amount equal to the lesser of:

168

(a) an amount equal to the Class A Outstanding Note Principal Amount on the preceding Payment Date (after giving effect to any principal repayment on such date); and

(b) an amount equal to the product of (i) the Class A Notes Percentage and (ii) the Adjusted Total Principal Collections for such Payment Date.

"Class A Notes Sequential Amortisation Amount" means, on any Payment Date until the class A Outstanding Note Principal Amount has been redeemed in full, an amount equal to the lesser of:

(a) an amount equal to the Class A Outstanding Note Principal Amount on the preceding Payment Date (after giving effect to any principal repayment on such date); and

(b) the Adjusted Total Principal Collections for such Payment Date.

"Class A Outstanding Note Principal Amount" means, as of any Payment Date, the sum of Outstanding Note Principal Amounts of all Class A Compartment 1 Notes.

"Class B Compartment 1 Noteholders" or "Class B Noteholders" means the holders of the Class B Compartment 1 Notes.

"Class B Compartment 1 Notes" or "Class B Notes" means the class B notes issued by the Issuer on the Issue Date with a total nominal amount of EUR 52,250,000, consisting of 418 individual Class B Notes, each in the nominal amount of EUR 125,000 and ranking junior to the Class A Notes.

"Class B Notes Amortisation Amount" means, on any Payment Date, until the Class B Outstanding Note Principal Amount has been redeemed in full, an amount equal to (i) after the occurrence of a Sequential Amortisation Event, the Class B Notes Sequential Amortisation Amount; or (ii) the Class B Notes Pro Rata Amortisation Amount prior to the occurrence of a Sequential Amortisation Event.

"Class B Notes Percentage" means, for any Payment Date, a percentage equal to the ratio of (i) the Class B Outstanding Note Principal Amount on the preceding Payment Date (after giving effect to any principal repayment on such date) and (ii) the aggregate Class Outstanding Note Principal Amounts of the Class A Compartment 1 Notes, the Class B Compartment 1 Notes on the preceding Payment Date.

"Class B Notes Pro Rata Amortisation Amount" means, on any Payment Date, until the Class B Outstanding Note Principal Amount has been redeemed in full, an amount equal to the lesser of:

169

(a) an amount equal to the Class B Outstanding Note Principal Amount on the preceding Payment Date (after giving effect to any principal repayment on such date); and

(b) an amount equal to the Adjusted Total Principal Collections for such Payment Date minus the Class A Notes Pro Rata Amortisation Amount for such Payment Date.

"Class B Notes Sequential Amortisation Amount" means, on any Payment Date until the Class B Outstanding Note Principal Amount has been redeemed in full, an amount equal to the lesser of:

(a) an amount equal to the Class B Outstanding Note Principal Amount on the preceding Payment Date (after giving effect to any principal repayment on such date); and

(b) the Adjusted Total Principal Collections for such Payment Date minus the Class A Sequential Amortisation Amount for such Payment Date.

"Class B Outstanding Note Principal Amount" means, as of any Payment Date, the sum of Outstanding Note Principal Amounts of all Class B Compartment 1 Notes.

"Class Outstanding Note Principal Amount" means each of the Class A Outstanding Note Principal Amount and the Class B Outstanding Note Principal Amount.

"Clean-Up Call Conditions" means, as of any Payment Date on which the Aggregate Outstanding Loan Principal Amount is reduced to less than 10% of the Aggregate Outstanding Loan Principal Amount at the Purchase Date, the Seller will (provided that on the relevant Payment Date no Enforcement Event has occurred) have the option under the Loan Receivables Purchase Agreement to Acquire all outstanding Purchased Loan Receivables (together with any related Loan Collateral) against payment of Deemed or Unwind Collections on the Clean-Up Call Early Amortisation Date, subject to the following requirements:

(a) the Deemed or Unwind Collections (distributable as a result of the Clean-Up Call Option being rightfully exercised) should, together with funds credited to the General Reserve Account-C1 and to the Operating Account-C1 be at least equal to the sum of (x) the aggregate Outstanding Note Principal Amount of all Compartment 1 Notes outstanding plus (y) accrued interest thereon plus (z) all claims of any creditors of the Issuer in respect of Compartment 1 ranking prior to the claims of the Compartment 1 Noteholders according to the Applicable Priority of Payments;

170

(b) the Seller shall have advised the Issuer of its intention to exercise the Clean-Up Call Option at least one month prior to the contemplated settlement date of the Clean-Up Call Option which shall be a Payment Date; and

(c) the Deemed or Unwind Collections payable by the Seller shall be equal to the current value (aktueller Wert) of all Purchased Loan Receivables affected by the clean up call.

"Clean-Up Call Date" means the date on which the Seller exercises the Clean-Up Call Option.

"Clean-Up Call Early Amortisation Date" means, provided that the Clean-Up Call Conditions are satisfied and the Seller exercises the Clean-Up Call Option at least one month prior to the next following Payment Date, such next following Payment Date.

"Clean-Up Call Option" means the Seller´s right to exercise a clean-up call more specifically described in Condition 8.3 (a).

"Clearing System" means Euroclear and Clearstream Luxembourg.

"Clearstream Luxembourg" means the Clearstream clearance system for internationally traded securities operated by Clearstream Banking, société anonyme, and any successor thereto.

"Closing Date" means 8 November 2005 (and for the purposes of the Bank Account Agreement and the Deed of Charge and Assignment 9 November 2005).

"Collections" means the aggregate of the Principal Collections and the Interest Collections.

"Collection Period" means, with respect to the first Collection Period, the period commencing on (and including) the Cut-Off Date and ending on (and including) the last day of November 2005 and, with respect to each following Collection Period, each calendar month thereafter.

"Commingling Reserve Account Agreement" means the commingling reserve account agreement entered into by the Servicer, the Issuer (in respect of Compartment 1), the Trustee and the Transaction Calculation Agent on or prior to the Issue Date under which the Servicer is obliged to transfer on or prior to the Issue Date to the Issuer into the Commingling Account-C1 an amount being equal to the Commingling Reserve Required Amount as of such date and ensure that as of any Payment Date the amount of the Commingling Reserve Cash Collateral be equal to the Commingling Reserve Required Amount as of such Payment Date.

"Commingling Reserve Account-C1" means the commingling reserve account of the Issuer held in respect of Compartment 1 and for the purposes of Transaction 1 with the Issuer Account Bank (account no. 32634001).

"Commingling Reserve Cash Collateral" means the amount standing to the credit of the Commingling Reserve Account-C1 from time to time.

171

"Commingling Reserve Required Amount" means the amount equaling to:

- from (and including) the Issue Date to (and excluding) the Payment Date falling in October 2006, EUR 40 million;

- from (and including) the Payment Date falling in October 2006 to (and excluding) the Payment Date falling in October 2007, EUR 30 million;

- from (and including) the Payment Date falling in October 2007 to (and excluding) the Payment Date falling in October 2008, EUR 20 million;

- from (and including) the Payment Date falling in October 2008 to (and excluding) the Payment Date falling in October 2009, EUR 10 million;

- from (and including) the Payment Date falling in October 2009 to (and including) the earlier of (i) the Payment Date on which the Compartment 1 Notes have been fully amortised and (ii) the Final Maturity Date, EUR 5 million.

"Common Depositary" means JPMorgan Chase Bank N.A., London Branch.

"Compartment" means a compartment of the Issuer within the meaning of the Luxembourg Securitisation Law.

"Compartment 1" means the first Compartment of the Issuer designated for the purposes of Transaction 1 and named 'Compartment 1'.

"Compartment 1 Noteholders" or "Noteholders" means collectively the Class A Compartment 1 Noteholders and the Class B Compartment 1 Noteholders.

"Compartment 1 Notes" or "Notes" means collectively the Class A Compartment 1 Notes and the Class B Compartment 1 Notes.

"Compartment 1 Security" means all the Adverse Claims from time to time created by the Issuer in favour of the Trustee (and also for the benefit of the Secured Parties) pursuant to Clause 8 and the other provisions of the Trust Agreement and/or the Deed of Charge and Assignment.

"Competent Authority" means the CSSF.

"Conditions" means the terms and conditions of the Compartment 1 Notes which terms and conditions are set out in this Offering Circular.

"Controlling Party/Parties" means at any time prior to the payment by the Issuer of all amounts owing under the Class A Compartment 1 Notes, the Class A Noteholders, and thereafter, at any time prior to the payment by the Issuer of all amounts owing under the Class B Compartment 1 Notes, the Class B Compartment 1 Noteholders, and thereafter, the Person(s) who, at that time, is (are) the most senior ranking Secured Party/Parties according to the Post-enforcement Priority of Payments and to whom obligations remain due or owing at such time.

172

"Corporate Services Agreement" means the corporate services agreement (relating to all compartments of the Issuer) entered into by the Issuer and the Corporate Services Provider on or prior to the Closing Date under which, the Corporate Services Provider is responsible for the day to day administrative activities of the Issuer, including providing secretarial, clerical, administrative and related services to the Issuer and maintaining the books and records of the Issuer in accordance with applicable laws and regulations of Luxembourg.

"Corporate Services Provider" means Structured Finance Management (Luxembourg) S.A..

"Credit and Collection Policy" means the body of binding working instructions (Richtlinien and Arbeitsanweisungen) created by the Seller to standardise its credit and collection management.

"CSSF" means the Commission de surveillance du secteur financier of Luxembourg.

"Cumulative Default Ratio" means, for any Payment Date, a fraction, expressed as a percentage, the numerator of which is the aggregate outstanding balance of all Defaulted Loan Receivables since the Purchase Date and the denominator of which is the Aggregate Outstanding Loan Principal Amount at the Purchase Date.

"Cumulative Default Trigger" means

0-6 months

7-12 months

13-18 months

19-24months

25-30 months

31-36 months

+37 months

0.40% 1.25% 2.20% 3.20% 4.00% 4.70% 4.80%

"Cut-Off Date" means 30 September 2005.

"Data Trust Agreement" means the data trust agreement entered into by the Seller, the Data Trustee, the Trustee and the Issuer in respect of Compartment 1.

"Data Trustee" means JPMorgan AG.

"Deed of Charge and Assignment " means the Deed of Charge and Assignment dated the Closing Date among, inter alios, the Issuer in respect of Compartment 1 and the Trustee.

"Deemed or Unwind Collection" means the Collection the Seller shall have to pay to the Issuer on a calendar day on which (i) any representation or warranty given by the Seller to the Issuer under the Loan Receivables Purchase Agreement proves to be incorrect as of the Closing Date or (ii) any Purchased Loan Receivable proves not to have been an Eligible Loan Receivable as of the Cut-Off Date or (iii) on the Clean-Up Call Early Amortisation Date (if the Clean-Up Call Option is rightfully exercised) provided that any such Deemed or Unwind Collection shall be at an amount equal to the aggregate of the Outstanding Loan Principal Amount(s) of the affected Purchased Loan Receivable(s).

"Defaulted Amounts" means for any Collection Period, the Outstanding Loan Principal Amount plus arrears of all Purchased Loan Receivables that became Defaulted Loan Receivables during such Collection Period.

173

"Defaulted Loan Receivables" means any Purchased Loan Receivable in respect of which:

(a) the Obligor is with more than six (6) (not necessarily consecutive instalments) in arrears or, with respect to final balloon payments, the respective final instalment remains unpaid by the Obligor for more than one hundred and eighty (180) calendar days after the corresponding instalment due date; or

(b) the Purchased Loan Receivable has been passed to the "late" collection department of the Servicer whereby "late" collection shall mean collection involving legal action in accordance with the Credit and Collection Policy; or

(c) there is a judicial contact with the Obligor; or

(d) the Obligor has been administrated by the collections management of the Servicer (and has produced extra costs) and, as a result, is considered not suitable for future business in accordance with the Credit and Collection Policy of the Servicer; or

(e) the Obligor has applied for insolvency protection or insolvency procedures have been commenced in relation to his estate; or

(f) the Servicer has (partially) written off (or would have (partially) written off) the Purchased Loan Receivable in accordance with its Credit and Collection Policy; or

(g) the Seller is repossessing the financed vehicle in accordance with its Credit and Collection Policy.

"Description of the Portfolio and the Loan Collateral" means a description of the Portfolio and the Loan Collateral containing the Eligibility Criteria and the Seller Loan Warranties which description is set out in this Offering Circular.

"EC Treaty" means 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), as amended by the Treaty of Amsterdam (signed in Amsterdam on 2 November, 1997), as amended by the Treaty of Nice (signed in Nice on 26 February, 2001).

"Eligible Bank" means a bank within Germany that is an Eligible Counterpartyprovided that "bank within Germany" shall also include the German branch of a bank whose head office is located or situated outside Germany.

"Eligible Counterparty" means an institution whose short-term unsecured, unguaranteed and unsubordinated debt obligations are assigned a rating of at least P-1 (or its equivalent) by Moody’s and F1 (or its equivalent) by Fitch and whose long-term unsecured, unguaranteed and unsubordinated debt obligations are assigned a rating of at least A1 (or its equivalent) by Moody’s and A (or its equivalent) by Fitch.

174

"Eligible Loan Receivable" means any Loan Receivable satisfying the Eligibility Criteria as of the Cut-Off Date.

"Eligibility Criteria" means the eligibility criteria set out in the Description of the Portfolio and the Loan Collateral and being relevant as of the Cut-Off Date.

"Enforcement Event" means the event that (in the sole judgment of the Trustee) an Issuer Event of Default has occurred and the Trustee has served an Enforcement Notice upon the Issuer.

"Enforcement Notice" means a notice delivered by the Trustee on the Issuer upon the occurrence of an Issuer Event of Default stating that the Trustee commences with the enforcement of the Compartment 1 Security pursuant to the procedures set out in the relevant Security Documents.

"English Law Charged Assets" has the meaning given to such term in Clause 8.3 of the Trust Agreement.

"EUR" means the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the EC Treaty.

"EURIBOR" for the first Interest Period means the rate determined by the Interest Determination Agent by interpolating the rates for deposits in euros for (a) a period of one (1) month and for (b) a period of two (2) months, such rates for (a) and (b) to be determined analogously to the determination of EURIBOR for each subsequent Interest Period (as described hereinafter); and for each subsequent Interest Period EURIBOR means the rate determined by the Interest Determination Agent for deposits in euros for a period of one (1) month which appears on Moneyline Telerate Page 248-249 (or such other page as may replace such page on that service for the purpose of displaying inter-bank offered rate quotations of major banks) as of 11:00 a.m. (CET) on the second Business Day immediately preceding the first day of such Interest Period (each, a "Note Interest Determination Date"). If Moneyline Telerate Page 248-249 is not available or if no such quotation appears thereon, in each case as at such time, theInterest Determination Agent shall determine EURIBOR on the basis of such other screen rate the Interest Determination Agent shall determine in good faith. If no such screen rate is available, the Interest Determination Agent shall request the principal Euro-zone office of the Reference Banks selected by it to provide the Interest Determination Agent with its offered quotation (expressed as a percentage rate per annum) for one month deposits in euros at approximately 11:00 a.m. (Central European Time) on the relevant Note Interest Determination Date to prime banks in the Euro-zone inter-bank market for the relevant Interest Period and in an amount that is representative for a single transaction in that market at that time. If two or more of the selected Reference Banks provide the Interest Determination Agent with such offered quotations, EURIBOR for such Interest Period shall be the arithmetic mean of such offered quotations (rounded if necessary to the nearest one thousandth of a percentage point, with 0.000005 being rounded upwards). If on the relevant Note Interest Determination Date fewer than two of the selected Reference Banks provide the Interest Determination Agent with such offered quotations, EURIBOR for such Interest Period shall be the rate per annum which the Interest Determination Agent determines as being the arithmetic mean (rounded if necessary to the nearest one thousandth of a percentage point, with 0.000005 being rounded upwards) of the

175

rates communicated to (and at the request of) the Interest Determination Agent by major banks in the Euro-zone, selected by the Interest Determination Agent, at approximately 11:00 a.m. (Central European Time) on such Note Interest Determination Date for loans in euros to leading European banks for such Interest Period and in an amount that is representative for a single transaction in that market at that time.

In the event that the Interest Determination Agent is on any Note Interest Determination Date required but unable to determine EURIBOR for the relevant Interest Period in accordance with the above, EURIBOR for such Interest Period shall be EURIBOR as determined on the previous Note Interest Determination Date.

"Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear System and any successor thereto.

"Euro-zone" means the region comprising member states of the European Union that have adopted the single currency, the euro, in accordance with EC Treaty.

"Exchange Date" has the meaning ascribed to such term in Condition 2 (c).

"Excess Spread" means (i) in respect of a Collection Period in which no Enforcement Event has occurred, the excess of the Adjusted Interest Collections minus Recoveries in respect of Defaulted Loan Receivables during the relevant Collection Period over the aggregate of the Issuer’s outgoings pursuant to items (a) to (f) of the Pre-enforcement Interest Priority of Payments; or (ii) in respect of a Collection Period in which an Enforcement Event has occurred, or any Collection Period after such occurrence, the excess of the Adjusted Interest Collections minus Recoveries in respect of Defaulted Loan Receivables during the relevant Collection Period over the aggregate of the Issuer’s outgoings pursuant to items (a) to (f) of the Post-enforcement Priority of Payments.

"Expert" means an Eligible Neutral Party appointed as such pursuant to the termsof the Data Trust Agreement or the Transaction Calculation Agency Agreement.

"Final Instalment Financing" has the meaning given to it in "The Seller and the Servicer" - "Loan Products".

"Final Maturity Date" means the Payment Date falling on 16 July 2012.

"Financed Vehicle" means any passenger car or commercial vehicle financed under a Loan Agreement.

"Financial Services Authority" or “FSA” means the United Kingdom Financial Services Authority.

"Fitch" means Fitch Ratings Limited, or any successor to its rating business.

"Foundations" means the Stichting Bertdan and Stichting Cannelle, Dutch foundations (stichtingen) established under the laws of The Netherlands whose statutory seats are in Amsterdam and whose registered offices are at Amsteldijk 166, 1079 LH Amsterdam, The Netherlands.

176

"Form of Accession" means a form of accession as set out in Schedule V to the Trust Agreement.

"FSMA" means the United Kingdom Financial Services and Markets Act 2000.

"General Reserve Account-C1" means the general reserve account of the Issuer held in respect of Compartment 1 and for the purposes of Transaction 1 with the Issuer Account Bank.

"General Reserve Amount" means the outstanding balance of the General Reserve Account-C1 from time to time (account no. 32634002).

"Germany" means the Federal Republic of Germany.

"Global Note" means each of the Temporary Global Note and the Permanent Global Note.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including without limitation any court, and any Person owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing including for the avoidance of doubt the German financial regulator (Bundesanstalt für Finanzdienstleistungsaufsicht).

"Initial General Reserve Amount" means an amount equal to the nominal amount of the Subordinated Loan of (EUR 31,500,000) that is being credited to the General Reserve Account-C1 as of the Issue Date by the Issuer.

"Initial Loan Principal Amount" means with respect to any Loan Receivable, the initial principal amount (Nominalbetrag) of such Loan Receivable.

"Initial Note Principal Amount" means, in respect of any Compartment 1 Note, EUR 125,000.

"Insolvency Event" means, with respect to the Issuer (where the context requires, in respect of its Compartment 1), Seller, Servicer or Trustee, as the case may be, each of the following events: (i) the making of an assignment, conveyance, composition or marshalling of assets for the benefit of its creditors generally or any substantial portion of its creditors; (ii) the application for, seeking of, consents to, or acquiescence in, the appointment of a receiver, custodian, trustee, liquidator or similar official for it or a substantial portion of its property; (iii) the initiation of any case, action or proceedings before any court or Governmental Authority against the Issuer, Seller, Servicer or Trustee under any applicable liquidation, insolvency, composition, bankruptcy, receivership, dissolution, reorganisation, winding-up, relief of debtors or other similar laws and such proceedings are not being disputed in good faith with a reasonable prospect of discontinuing or discharging the same; (iv) the levy or enforcement of a distress or execution or other process upon or sued out against the whole or any substantial portion of the undertaking or assets of the Issuer, Seller, Servicer or Trustee and such possession or process (as the case may be) shall not be discharged or otherwise shall not cease to apply within sixty (60) days; (v)

177

initiation or consent to any case, action or proceedings in any court or Governmental Authority relating to the Issuer, Seller, Servicer or Trustee under any applicable liquidation, insolvency, composition, bankruptcy, receivership, dissolution, reorganisation, winding-up, relief of debtors or other similar laws; (vi) an order is made against the Issuer, Seller, Servicer or Trustee or an effective resolution is passed for its winding-up; and (vii) the Issuer, Seller, Servicer or Trustee is deemed unable to pay its debts within the meaning of any liquidation, insolvency, composition, reorganisation or other similar laws in the jurisdiction of its incorporation or establishment (provided that, for the avoidance of doubt, any assignment, charge, pledge or lien made by the Issuer for the benefit of the Trustee under the Trust Agreement or the Deed of Charge and Assignment shall not constitute an Insolvency Event in respect of the Issuer).

"Insolvency Proceeding" means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganisation, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors of a Person, or (b) any general assignment of assets for the benefit of creditors of a Person, composition, marshalling of assets for creditors of a Person, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors (which, for the avoidance of doubt, shall not include the distribution of the Issuer's cash in accordance with the Applicable Priority of Payments).

"Interest" means in respect of any Loan Receivable, each of the scheduled periodic payments of interest (if any) payable by the Obligor as provided for in accordance with the terms of the relevant Loan Agreement.

"Interest Amount" means the amount of interest payable by the Issuer on a Compartment 1 Note on a Payment Date accrued during the Interest Period relating to such Payment Date as further described in Condition 7.1(b).

"Interest Collections" means the sum of (i) all collections under the Performing Loan Receivables other than Principal Collections during the relevant Collection Period, (ii) any net investment earnings in respect of the General Reserve Account-C1 and the Operating Account-C1 during the relevant Collection Period and (iii) all Recoveries in respect of Defaulted Loan Receivables during the relevant Collection Period as received by the Servicer.

"Interest Collection Shortfall" means for any Payment Date, an amount equal to the excess, if any, of:

(a) the full amount required to be allocated pursuant to items (a) to (f) of the Pre-enforcement Interest Priority of Payments on such Payment Date; over

(b) the sum of (i) the Interest Collections minus the Recoveries, (ii) the General Reserve Amount and (iii) as the case may be, the Swap Net Cashflow received from the Swap Counterparty.

"Interest Determination Agent" means JPMorgan Chase Bank N.A., London Branch.

178

"Interest Period" means, in respect of the first Payment Date, the period commencing on (and including) the Issue Date and ending on (but excluding) the first Payment Date and in respect of any subsequent Payment Date, the period commencing on (and including) the previous Payment Date and ending on (but excluding) the relevant Payment Date provided that the last Interest Period shall end on (but exclude) the Final Maturity Date or, if earlier, the date on which all Compartment 1 Notes are redeemed in full.

"Interest Rate" means in respect of the Compartment 1 Notes the applicable rate of interest as more specifically described in Condition 7.3 (a).

"Investor Reporting Date" means the second Business Day prior to the respective Payment Date.

"ISIN" means the international securities identification number pursuant to the ISO – 6166 Standard.

"ISDA Calculation Agent" means, for the purpose of the Swap Agreement, the Calculation Agent defined in Section 4.14 of the 2000 ISDA Definitions.

"ISO" means the International Organisation for Standardisation.

"Issue Date" means 10 November 2005.

"Issuer" means Silver Arrow S.A. acting, unless the context requires otherwise, solely in respect of its Compartment 1.

"Issuer Account Bank" means JPMorgan Chase Bank N.A., London Branch.

"Issuer Accounts-C1" means collectively the General Reserve Account-C1, the Operating Account-C1 and the Commingling Reserve Account-C1.

"Issuer Event of Default" means in respect of the Compartment 1 Notes any of the following events:

(a) subject to the availability of funds in accordance with the Applicable Priorities of Payment, a default occurs in the payment of Interest on any Payment Date (and such default is not remedied within two (2) Business Days of its occurrence) or the payment of Principal on the Final Maturity Date (and such default is not remedied within two (2) Business Days of its occurrence) in respect of any of the Class A Compartment 1 Notes or the Class B Compartment 1 Notes (but not in respect of the Subordinated Loan Agreement);

(b) the Issuer fails to perform or observe any of its other obligations under these Conditions or the Transaction 1 Documents (other than the Subordinated Loan Agreement) and such failure continues for a period of thirty (30) days following written notice from the Trustee or any other Secured Party;

(c) it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Class A Compartment 1 Notes, the Class B Compartment 1 Notes, or any

179

Transaction 1 Document (other than the Subordinated Loan Agreement); or

(d) with respect to the Issuer an Insolvency Event has occurred.

"Issuer Share Capital Account" means the account with Banque Générale du Luxembourg, in the name of the Issuer, with account no. IBAN LU11 0030153518010000.

"Issuer Tax Event" means any of the following:

(a) the Issuer is required by the laws of Luxembourg to withhold or deduct an amount in respect of any taxes from any payment of principal of, interest on, or any other amount payable in respect of the Notes (and such liability results in reduced payments under the Notes); or

(b) the Issuer determines that income earned on any of the Issuer Accounts-C1 or any sum received or receivable by it pursuant to the Transaction 1 Documents is subject to deduction or withholding for or on account of any tax, duty, assessment or other governmental charge or is otherwise subject to taxation in Luxembourg or Germany, and the Issuer has not taken reasonable steps to mitigate the effects of such circumstances within a period of sixty (60) days provided that the Issuer shall be under no obligation to take any such action if, in its reasonable opinion, it would thereby incur additional costs or expenses.

"Lead Managers" means Fortis Bank N.V./S.A. and Société Générale, London Branch.

"Liquidity Drawing" means for any Payment Date, an amount equal to the lesser of:

(1) the excess, if any, of:

(a) the full amount required to be allocated pursuant to items (a) to (f) of the Pre-enforcement Interest Priority of Payments on such Payment Date;over

(b) the sum of (i) the Interest Collections minus Recoveries and (ii) as the case may be, the Swap Net Cashflow received from the Swap Counterparty;

and

(2) the General Reserve Amount on such Payment Date (prior to the application of any priority of payments on such date).

"Loan Agreements" means each contractual framework, in the form of standard business terms (Allgemeine Geschäftsbedingungen) or otherwise, which governs the Seller's relationship with the respective Obligor(s) with regard to the Loan Receivables.

180

"Loan Collateral" means (i) security interests in the respective Financed Vehicles (Sicherungseigentum) securing the Purchased Loan Receivables, (ii) any (contingent) residual debt insurance claims (Restschuldversicherung) in respect of the Purchased Loan Receivables as administered by the Seller in accordance with its Credit and Collection Policy as well as (iii) any other security interests related to the Purchased Loan Receivables.

"Loan Receivables" means secured auto loan claims (Principal and Interest) originated by the Seller as lender to the Obligors, each pursuant to the terms of the relevant Loan Agreement (including, for the avoidance of doubt, any and all statutory claims being commercially equivalent to Principal and Interest).

"Loan Receivables Purchase Agreement" means the loan receivables purchase agreement between the Seller, the Issuer and the Trustee dated the Closing Date.

"Loss" means, in respect of any Person, any loss, liability, cost, expense, claim, action, suit, judgment, and out-of-pocket costs and expenses (including, without limitation, fees and expenses of any professional adviser to such Person) which such Person may have incurred or which may be made against such Person and any reasonable costs of investigation and defence.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Luxembourg Listing Agent" means J.P. Morgan Bank Luxembourg S.A.

"Luxembourg Paying Agent" means J.P. Morgan Bank Luxembourg S.A.

"Luxembourg Securitisation Law" means the Luxembourg law on securitisation of 22 March 2004.

"Luxembourg Stock Exchange" means société de la bourse de Luxembourg.

"MAR" means the Market Conduct Sourcebook in the FSA’s Handbook of rules and guidance.

"Material Adverse Effect" means in relation to any Person, any effect that results in, or could reasonably be expected to result in, the insolvency of that Person or otherwise hinders not only temporarily, or could reasonably be expected to hinder, the performance of that Person's obligations under any of the Transaction 1 Documents as and when due.

"Member State" means, as the context may require, a member state of the European Union or of the European Economic Area.

"Monthly Investor Report" means the report which contains key information the investor needs to analyse the development of the Portfolio, for instance defaults, delinquencies and performance, and which is made available by the Transaction Calculation Agent no later than two (2) Business Days prior to the respective Payment Date.

"Monthly Report" means the report which contains key information the Transaction Calculation Agent needs to perform its calculations and which is sent

181

each month by the Servicer to the Transaction Calculation Agent no later than five (5) Business Days prior to the respective Payment Date.

"Moody's" means Moody's Investors Service Inc. and any successor to the debt rating business thereof.

"Moratorium Event" means a suspension of payments and controlled management pursuant to section 46 and 46a of the German Banking Act (Kreditwesengesetz) in respect of the Servicer.

"New Issuer" means any Person which substitutes the Issuer pursuant to Condition 13(b).

"New Secured Party" means any Person which accedes to the Trust Agreement as a Secured Party pursuant to a Form of Accession.

"Note Interest Determination Date" means in respect of an Interest Period, the Second Business Day immediately preceding the first day of such Interest Period.

"Notional Amount" means, with respect to any Asset, the notional principal amount of such Asset.

"Obligors" means in respect of a Loan Receivable (i) the Borrower(s) and (ii) those Persons who have guaranteed the obligations of any such Borrower(s) in respect of such Loan Receivable.

"Obligor Notification Event" means any of the following:

(a) with respect to the Seller or the Servicer an Insolvency Event has occurred;

(b) a Servicer Termination Event occurs or the appointment of the Servicer is terminated pursuant to the Servicing Agreement;

(c) the Seller or the Servicer fails to make any payment or deposit required by the terms of the relevant Transaction 1 Documents within four (4) Business Days from the date such payment or deposit is required to be made;

(d) the Seller or the Servicer fails to perform any of its other material obligations under the Loan Receivables Purchase Agreement and/or the Servicing Agreement (other than a payment or deposit required) and such breach, if capable of remedy, is not remedied within twenty (20) Business Days of written notice from the Issuer or the Trustee;

(e) any representation or warranty in the Loan Receivables Purchase Agreement or in any other report provided by the Seller or the Servicer, is materially false or incorrect, and such inaccuracy, if capable of remedy, is not remedied within twenty (20) Business Days of written notice from the Issuer or the Trustee and has a Material Adverse Effect in relation to the Issuer;

182

(f) the banking licence of the Seller is revoked, restricted or made subject to any conditions; or

(g) any of the proceedings referred to in or any action under section 45 to 47 of the German Banking Act (Kreditwesengesetz) (after the relevant grace period shall have elapsed) are commenced with respect to the Seller (including, without limitation, a Moratorium Event).

"Obligor Notification Event Notice" means in respect of a Purchased Loan Receivable a notice sent to the Obligors of the Purchased Loan Receivables stating that such Purchased Loan Receivable and title (Sicherungseigentum) to the Financed Vehicle have been assigned by the Seller to the Issuer pursuant to the Loan Receivables Purchase Agreement and instructing the Obligors to make payments to the Operating Account-C1, the Trust Account (if any) or any other account compliant with the Transaction 1 Documents.

"Offer" means an offer in written or electronic form meeting the requirements set out in the Loan Receivables Purchase Agreement. For the avoidance of doubt, the parties hereto intend to have only one offer covered by the Loan Receivables Purchase Agreement. The Offer delivered pursuant to the Loan Receivables Purchase Agreement shall contain:

(a) the Aggregate Outstanding Loan Principal Amount (as of the Cut-Off Date) of the Loan Receivables offered;

(b) on a CD-Rom a file comprehending the decrypted portfolio information, consisting of the data listed in Appendix 8 of the Loan Receivables Purchase Agreement;

(c) a file comprehending encrypted portfolio information listing, for each Loan Receivable offered,

(i) the contract number

(ii) the Borrower number

(iii) the Borrower’s name and address (the latter consisting at least of street, number, zip code and city)

(iv) the vehicle identification number(s)

(v) the guarantor number

(vi) the guarantor’s name and address (the latter consisting at least of street, number, zip code and city)

(vii) the Initial Loan Principal Amount

(viii) the Outstanding Loan Principal Amount

(ix) the instalment

(x) the interest rate

183

(xi) the maturity date

(xii) the payment date

(xiii) the arrears balance (if any).

"Operating Account-C1" means the operating account of the Issuer held in relation to Compartment 1 with the Issuer Account Bank (account no. 32634003).

"Original Issue Discount" means upon maturity of a Compartment 1 Note the initial holder of the Compartment 1 Note receives, in addition to the current interest, taxable investment income in an amount equal to the difference between the issue price of the Compartment 1 Note and the redemption amount.

"Outstanding Loan Principal Amount" means in respect of a Purchased Loan Receivable as of the relevant time the Initial Loan Principal Amount of such Loan Receivable less the amount of Principal paid (if any) by the respective Obligor or Obligors since the Cut-Off Date.

"Outstanding Note Principal Amount" means in respect of any Compartment 1 Note as of any Payment Date the Initial Note Principal Amount as reduced by the aggregate of payments of principal made in accordance with the Applicable Priority of Payments prior to such Payment Date on such Compartment 1 Note.

"Other Security Document" means any Security Document other than the Trust Agreement.

"Paying Agents" means, collectively, the Principal Paying Agent and the Luxembourg Paying Agent.

"Payment Date" means (in respect of the first Payment Date) 15 December 2005 and thereafter the 15th of each calendar month, provided that if any such day is not a Business Day, the relevant Payment Date will fall on the next following Business Day. Any reference to a Payment Date relating to a given Collection Period shall be a reference to the Payment Date falling within the calendar month following such Collection Period.

"Performing Loan Receivables" means a Purchased Loan Receivable that is neither a Defaulted Loan Receivable, nor a Purchased Loan Receivable being fully repaid.

"Permanent Global Notes" means in respect of each Class of Compartment 1 Notes the permanent global bearer notes without coupons or talons attached representing each such Class as more specifically described in Condition 2(b).

"Person" means an individual, partnership, corporation (including a business trust), unincorporated association, trust, joint stock company, limited liability company, joint venture or other entity, or a government or political subdivision, agency or instrumentality thereof.

"Plus 3 Financing" has the meaning given to it in "THE SELLER AND THE SERVICER" "Loan Products".

184

"Portfolio" means the portfolio of Purchased Loan Receivables held by the Issuer and purchased from the Seller.

"Post-Enforcement Priority of Payments" means the priority of payments set out in Schedule III of the Trust Agreement.

"Pre-enforcement Application of Funds" means the Pre-enforcement Interest Priority of Payments and the Pre-enforcement Principal Priority of Payments.

"Pre-enforcement Interest Priority of Payments" means the priority of payments set out in Schedule I of the Trust Agreement.

"Pre-enforcement Principal Priority of Payments" means the priority of payments set out in Schedule II of the Trust Agreement.

"Principal" means with respect to a Loan Receivable, or a Purchased Loan Receivable, each of the scheduled periodic payments of principal payable by the Obligor as provided for in accordance with the terms of the relevant Loan Agreement, as may be modified from time to time to account for unscheduled prepayments by Obligor.

"Principal Collections" shall mean the sum of (i) all collections of Principal under the Performing Loan Receivables that have been paid during the relevant Collection Period, (ii) all collections of Principal under the Performing Loan Receivables that have been prepaid during the relevant Collection Period, excluding Recoveries received by the Seller during the relevant Collection Period, (iii) Deemed or Unwind Collections paid in the relevant Collection Period and (iv) with respect to the first Payment Date only, an amount of EUR 3,352.12.

"Principal Paying Agent" means JPMorgan Chase Bank N.A., London Branch.

"Prospectus Directive" means Directive 2003/71/EC and includes, where the context requires, Commission Regulation (EC) No. 809/2004 and any relevant implementing measure in each relevant Member State of the European EconomicArea.

"Purchase" means the acquisition of an Eligible Loan Receivable including the related Loan Collateral hereunder pursuant to the Offer.

"Purchaser" means the Issuer in its capacity as purchaser of the Purchased Loan Receivables secured by the Loan Collateral.

"Purchase Date" means the Issue Date.

"Purchase Price" means the Aggregate Outstanding Loan Principal Amount of the Portfolio as of the Cut-Off Date (EUR 699,996,647.88).

"Purchased Loan Receivables" means the Loan Receivables purchased by the Issuer on the Purchase Date under the Loan Receivables Purchase Agreement.

"Qualified Request" means if there is one Controlling Party, a request from this Controlling Party, if there are two Controlling Parties, the unanimous request

185

from both Controlling Parties and if there are three or more Controlling Parties a request from at least two-thirds of the respective Controlling Parties.

"Rating Agencies" means Moody's and Fitch.

"Reallocated Principal Collections" means on any Payment Date, an amount equal to the Interest Collection Shortfalls deducted from Total Principal Collections for the purpose of calculating Adjusted Total Principal Collection.

"Receiver" means any Person or Persons appointed (and any additional Person or Persons appointed or substituted) as administrative receiver, receiver, manager, or receiver and manager of all or any of the Charged Assets by the Trustee hereunder or otherwise.

"Records" means, in respect of any Purchased Loan Receivable, all Loan Agreements, invoices, receipts, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (especially, computerised data, tapes, discs, punch cards, data processing software and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) with respect to such Purchased Loan Receivable and the related Obligor to the extent relevant for the collection of the Purchased Loan Receivables.

"Recoveries" means all amounts received in respect of, or in connection with, any Purchased Loan Receivable by the Servicer after the date such Purchased Loan Receivable became a Defaulted Loan Receivable (provided that such Defaulted Loan Receivable has not been totally written off) including, for the avoidance of doubt, Principal, Interest, damages, reminder fees, past due interest and any other payment, by or for the account of the relevant Obligor minus all out-of-pocket expenses paid to third parties and incurred by the Servicer in connection with the collection of Defaulted Loan Receivables or the enforcement of the related Loan Collateral.

"Reference Banks" means four major banks in the Euro-zone inter-bank market selected by the Interest Determination Agent from time to time.

"Reporting Date" means the fifth Business Day prior to the respective Payment Date.

"Required Ratings" means short term unsecured, unsubordinated and unguaranteed debt obligations which are rated by Fitch and Moody’s not lower than F1 and P1 respectively, and long term senior unsecured, unsubordinated and unguaranteed debt obligations which are rated by Fitch not lower than A and by Moody's not lower than A1.

"Savings Directive" means Council Directive 2003/48/EC regarding the taxation of savings income, adopted by the Council of the European Union on 3 June 2003.

"Secrecy Rules" means collectively, the rules of German banking secrecy (Bankgeheimnis), the provisions of the Federal Data Protection Act (Bundesdatenschutzgesetz) and the provisions of Circular 4/97 (Rundschreiben 4/97) of the German financial regulator (Bundesaufsichtsamt für das Kreditwesen,

186

now Bundesanstalt für Finanzdienstleistungsaufsicht), as such rules are binding the Seller in its capacity as a German credit institution (Kreditinstitut) with respect to the Purchased Loan Receivables and the Loan Collateral from time to time.

"Secured Obligations" means all duties and liabilities of the Issuer (in respect of Compartment 1) the Issuer has covenanted with the Trustee to pay to the Compartment 1 Noteholders and the other Secured Parties pursuant to Clause 5.1(a) and (b) of the Trust Agreement.

"Secured Parties" means the Compartment 1 Noteholders, the Trustee, the Seller, the Servicer (if different), the Subordinated Lender, the Lead Managers, the Swap Counterparty, the Principal Paying Agent, the Luxembourg Paying Agent, the Interest Determination Agent, the Luxembourg Listing Agent, the Transaction Calculation Agent, the Issuer Account Bank, the Data Trustee and the Corporate Services Provider.

"Securities Act" means the U.S. Securities Act of 1933 as amended from time to time.

"Security Documents" means the Trust Agreement and the Deed of Charge and Assignment.

"Security Period" means the period beginning on the date of the Trust Agreement and ending on the date on which the Trustee is satisfied that all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

"Seller" means DaimlerChrysler Bank AG.

"Seller Loan Warranties" means the warranties given by the Seller in respect of the Purchased Loan Receivables set out in the Description of the Portfolio and the Loan Collateral and being relevant as of the Closing Date.

"Seller Tax Event" means the Seller or the Servicer is required by the laws of Luxembourg or Germany to withhold or deduct an amount in respect of any taxes from any amount payable by it to the Issuer under the Loan Receivables Purchase Agreement or the Servicing Agreement, and the Seller or the Servicer has not taken reasonable steps to mitigate the effects of such circumstances within a period of sixty (60) days, and such circumstances are subsisting.

"Sequential Amortisation Event" means any of the following events:

(a) with respect to the Seller or the Servicer an Insolvency Event has occurred;

(b) the appointment of the Servicer is terminated pursuant to the Servicing Agreement and no substitute Servicer has been appointed in accordance with the Servicing Agreement;

(c) the Seller or the Servicer fails to make any payment or deposit required by the terms of the relevant Transaction 1 Document within four (4) Business Days of the date such payment or deposit is required to be made;

187

(d) the Seller or the Servicer fails to perform any of its other material obligations under the Loan Receivables Purchase Agreement and/or the Servicing Agreement and such breach, if capable of remedy, is not remedied within twenty (20) Business Days of notice from the Issuer or the Trustee;

(e) any representation or warranty in the Loan Receivables Purchase Agreement or in any other report provided by the Seller or the Servicer is materially false or incorrect and such inaccuracy, if capable of remedy, is not remedied within twenty (20) Business Days of notice from the Issuer or the Trustee and has a Material Adverse Effect in relation to the Issuer;

(f) the occurrence of any Seller Tax Event;

(g) the occurrence of any Issuer Tax Event having a Material Adverse Effect on the Issuer (if any);

(h) no successor Trustee is appointed upon the resignation or termination of the appointment of the Trustee pursuant to the Trust Agreement;

(i) the Cumulative Default Ratio exceeds the Cumulative Default Trigger;

(j) the Aggregate Outstanding Loan Principal Amount is reduced to less than 10% of the Aggregate Outstanding Loan Principal Amount at the Purchase Date;

(k) on any Calculation Date, the General Reserve Amount is less than EUR 9,450,000;

(l) the Swap Agreement is terminated early, prior to the Swap Termination Date and is not replaced by a similar swap agreement with an Eligible Counterparty within thirty (30) days; or

(m) the banking licence of the Seller is revoked, restricted or made subject to any conditions or any of the proceedings referred to in or any action under sections 45 to 47 of the German Banking Act (Kreditwesengesetz) (after the relevant grace periods have elapsed) are commenced with respect to the Seller (including, without limitation, a Moratorium Event).

"Servicer" means DaimlerChrysler Bank AG unless the engagement of DaimlerChrysler Bank AG as servicer of the Issuer in respect of Compartment 1 of the Issuer is terminated following the occurrence a Servicer Termination Event in which case Servicer shall mean the replacement Servicer (if any).

"Servicing Agreement" means the servicing agreement between the Servicer, the Issuer and the Trustee dated the Closing Date.

"Servicer Termination Event" means:

(a) with respect to the Seller or the Servicer, an Insolvency Event has occurred;

188

(b) the Seller or the Servicer fails to make any payment or deposit required by the terms of the relevant Transaction 1 Documents within four (4) Business Days of the date such payment or deposit is required to be made (irrespective of whether the corresponding claim is satisfied by set-off under the Commingling Reserve Account Agreement or otherwise);

(c) the Seller or the Servicer fails to perform any of its other material obligations under the Loan Receivables Purchase Agreement and/or the Servicing Agreement and such breach, if capable of remedy, is not remedied within twenty (20) Business Days of notice from the Issuer or the Trustee; and

(d) any representation or warranty in the Loan Receivables Purchase Agreement or in any other report provided by the Seller or the Servicer, is materially false or incorrect and such inaccuracy, if capable of remedy, is not remedied within twenty (20) Business Days of notice from the Issuer or the Trustee and has a Material Adverse Effect in relation to the Issuer.

"Subordinated Lender" means DaimlerChrysler Bank AG.

"Subordinated Loan" means the EUR 31,500,000 loan received (or to be received) by the Issuer under the Subordinated Loan Agreement.

"Subordinated Loan Agreement" means the subordinated loan agreement entered into by, inter alios, the Issuer (in relation to Compartment 1), the Subordinated Lender and the Trustee, under which the Subordinated Lender will advance (or has advanced) the Subordinated Loan to the Issuer.

"Subscription Agreement" means the subscription agreement between the Issuer in respect of Compartment 1, the Seller, the Lead Managers and the Trustee dated the Closing Date.

"Swap" means an interest rate swap transaction between the Issuer and the Swap Counterparty governed by the Swap Agreement.

"Swap Agreement" means the Swap Agreement between the Issuer and the Swap Counterparty pursuant to the 1992 ISDA Master Agreement and a rating compliant Schedule and Confirmation.

"Swap Counterparty" means IXIS Corporate & Investment Bank, London Branch. If the Swap Counterparty ceases to be an Eligible Counterparty (and unless this would not, according to confirmation from the Rating Agencies, result in the then current rating of the Compartment 1 Notes being downgraded), the Swap Counterparty shall seek to effect a transfer, within thirty (30) days following such down-grade, at its own cost either:

(a) transfer all of its rights and obligations with respect to the Swap Agreement to a replacement swap counterparty with the Required Ratings which is located in the same legal jurisdiction as either the

189

Issuer or the Swap Counterparty (or such other jurisdiction as Rating Agencies shall agree); or

(b) procure another Person with the Required Ratings which is located in the same legal jurisdiction as either the Issuer or the Swap Counterparty (or such other jurisdiction as Rating Agencies shall agree) to become co-obligor or guarantor in respect of the obligations of the Swap Counterparty under the Swap Agreement; or

(c) take such other action as the Swap Counterparty may agree with Rating Agencies as will result in the rating of all Classes of Compartment 1 Notes then outstanding following the taking of such action being rated no lower than the rating of such Compartment 1 Notes by Rating Agencies immediately prior to the downgrade of the Swap Counterparty; or

(d) within thirty (30) days of the occurrence of the downgrade with respect to the Swap Counterparty, put in place a mark-to-market collateral agreement in form and substance acceptable to Rating Agencies (which may be based on the credit support documentation published by ISDA, or otherwise) which establishes a level of collateral (in the form of cash or securities or both) which complies with the Rating Agencies’ criteria (or such less restrictive criteria as may be agreed with the Rating Agencies).

"Swap Fixed Interest Rate" means 2.80% p.a.

"Swap Floating Interest Rate" means, with respect to each Payment Date, EURIBOR determined by the Interest Determination Agent (analogously to its determination of EURIBOR for the purposes of the Compartment 1 Notes for such Payment Date) two (2) Business Days before the inception of the Interest Period ending on such Payment Date.

"Swap Incoming Cashflow" means on any Payment Date, the product of:

(a) the Swap Floating Interest Rate; and

(b) the Swap Notional Amount; and

(c) the number of calendar days of the Interest Period ending on such Payment Date divided by 360

payable by the Swap Counterparty to the Issuer under the Swap Agreement.

"Swap Net Cashflow" means the amount equal, on any Payment Date, to (i) the Swap Incoming Cashflow, minus (ii) the Swap Outgoing Cashflow.

190

"Swap Notional Amount" means the aggregate Outstanding Note Principal Amount on the immediately preceding Payment Date (after giving effect to any principal repayment on such date) less Unreimbursed Defaulted Amounts on such immediately preceding Payment Date.

"Swap Outgoing Cashflow" means on any Payment Date, the product of:

(a) the Swap Fixed Interest Rate; and

(b) the Swap Notional Amount; and

(c) the number of calendar days of the Interest Period ending on such Payment Date divided by 360

payable by the Issuer to the Swap Counterparty under the Swap Agreement.

"Swap Termination Date" means the earlier of (i) the Final Maturity Date and (ii) the date of full repayment of all Compartment 1 Notes.

"TARGET Settlement Day" means a day on which the Trans-European Automated Real-time Cross-Settlement Express Transfer System is operating.

"Tax Residents" means persons whose residence, habitual abode, statutory seat, or place of effective management and control is located in Germany.

"Temporary Global Note" means in respect of each Class of Compartment 1 Notes the temporary global bearer note without coupons or talons attached as more specifically described in Condition 2(b).

"Total Principal Collections" means, on each Payment Date, the Principal Collections, including for the avoidance of doubt amounts treated as Principal Collections pursuant to the Pre-enforcement Interest Priority of Payments for such Payment Date.

"Transaction Calculation Agency Agreement" means the transaction calculation agency agreement made on or about the Closing Date between the Issuer, the Transaction Calculation Agent and the Trustee.

"Transaction Calculation Agent" means JPMorgan Chase Bank N.A., London Branch.

"Transaction 1" means the Transaction 1 Documents (as defined below), together with all agreements and documents executed in connection with the issuance of the Class A Notes and the Class B Notes, the performance thereof and all other acts, undertakings and activities connected therewith.

"Transaction 1 Documents" means, the Conditions, the Trust Agreement, the Deed of Charge and Assignment, the Subscription Agreement, the Agency Agreement, the Bank Account Agreement, the Transaction Calculation Agency Agreement, the Swap Agreement, the Loan Receivables Purchase Agreement, the Servicing Agreement, the Commingling Reserve Account Agreement, the Data

191

Trust Agreement, the Subordinated Loan Agreement and the Corporate Services Agreement.

"Trust Agreement" means the trust agreement entered into by, inter alios, the Issuer in respect of Compartment 1 and the Trustee, the material terms of which are set out in this Offering Circular.

"Trust Account" means a special trust account that the Trustee (if the Trustee decides to open such account at its sole discretion) will be holding for the benefit of the Secured Parties with an Eligible Bank.

"Trust Property" has the meaning assigned thereto in Clause 7(a) of the Trust Agreement.

"Trustee" means J.P. Morgan Corporate Trustee Services Limited.

"Trustee Claim" has the meaning assigned thereto in Clause 6(a) of the Trust Agreement.

"UK" or "the United Kingdom" means the United Kingdom of Great Britain and Northern Ireland.

"United States" means, for the purpose of Transaction 1, the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Island and the Northern Mariana Islands).

"Unpaid Interest Amounts" means, in respect of the relevant Compartment 1 Notes, any accrued interest not distributed on any Payment Date related to the Interest Period in which it accrued.

"Unreimbursed Defaulted Amounts" means on any Payment Date the aggregate of all Defaulted Amounts for the current and each previous Payment Date less all amounts (a) applied on previous Payment Dates under item (j) of the Pre-enforcement Interest Priority of Payments and (b) applied on the current and previous Payment Dates under item (i) of the Pre-enforcement Interest Priority of Payments.

"Unreimbursed Liquidity Drawings" means on any Payment Date the aggregate of all Liquidity Drawings for each previous Payment Date less all amounts applied on previous Payment Dates under item (g) of the Pre-enforcement Interest Priority of Payments.

"Unreimbursed Reallocated Principal Collections" means on any Payment Date the aggregate of all Reallocated Principal Collections for each previous Payment Date less all amounts applied on previous Payment Dates under item (h) of the Pre-enforcement Interest Priority of Payments.

"USD" means the lawful currency of the United States.

1.2. In this Master Definitions Schedule words denoting the singular number only shall also include the plural number and vice versa, words denoting one gender

192

only shall include the other genders and words denoting individuals only shall include firms and corporations and vice versa.

2 Interpretations

In any Transaction 1 Document, the following shall apply:

2.1. in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until"each mean "to but excluding". The word "including" shall not be exclusive and shall mean "including, without limitation";

2.2. if any date specified in any Transaction Document would otherwise fall on a day that is not a Business Day, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day;

2.3. periods of days shall be counted in calendar days unless Business Days are expressly prescribed;

2.4. the expression "tax" shall be construed so as to include any tax, levy, impost, duty or other charge of similar nature, including, without limitation, any penalty or interest payable in connection with any failure to pay or delay in paying the same;

2.5. a reference to law, treaty, statute, regulation, order, decree, Directive or guideline of any governmental authority or agency, or any provision thereof, shall be construed as a reference to such law, statute, regulation, order, decree, Directive or guideline, or provision, as the same may have been, or may from time to time be, amended or re-enacted;

2.6. any reference to any Person appearing in any of the Transaction 1 Documents shall include its successors and permitted assigns;

2.7. any reference to an agreement, deed or document shall be construed as a reference to such agreement, deed or document as the same may from time to time be amended, varied, novated, supplemented, replaced or otherwise modified;

2.8. to the extent applicable, the headings of clauses, Schedules, Sections, Articles and Exhibits are provided for convenience only. They do not form part of any Transaction 1 Document and shall not affect its construction or interpretation. Unless otherwise indicated, all references in any Transaction 1 Document to clauses, Schedules, Sections, Articles and Exhibits refer to the corresponding clauses, Schedules, Sections, Articles or Exhibits of that Transaction 1 Document;

2.9. unless specified otherwise, "promptly" or "immediately" shall mean without undue delay (ohne schuldhaftes Zögern);

2.10. "novation" shall, for the purposes of documents governed by German law, be construed as Vertragsübernahme. "To novate" shall be interpreted accordingly.

193

REGISTERED OFFICE OF THE ISSUERSilver Arrow S.A.

7 Val Ste CroixL-1371 Luxembourg

Luxembourg

THE SELLER AND SERVICERDaimlerChrysler Bank AG

Siemensstrasse 770469 Stuttgart

Germany

THE LEAD MANAGERSFortis Bank SG CIB

Warandeberg 3 SG House1000 Brussels 41 Tower HillBelgium London EC 3N 4SG

United Kingdom

THE TRUSTEEJ.P. Morgan Corporate Trustee Services Limited

Trinity TowerThomas More Street

LondonE1W 1YT

United Kingdom

THE DATA TRUSTEEJPMorgan AG

Junghofstrasse 1460311 Frankfurt am Main

Germany

THE TRANSACTION CALCULATION AGENTJPMorgan Chase Bank N.A., London Branch

Trinity Tower9 Thomas More Street

London E1W 1YTUnited Kingdom

THE PRINCIPAL PAYING AGENT, INTEREST DETERMINATION AGENTJPMorgan Chase Bank N.A., London Branch

Trinity Tower9 Thomas More Street

London E1W 1YTUnited Kingdom

194

THE ISSUER BANK ACCOUNTJPMorgan Chase Bank N.A., London Branch

Trinity Tower9 Thomas More Street

London E1W 1YTUnited Kingdom

THE LUXEMBOURG PAYING AGENT, THE LUXEMBOURG LISTING AGENT

J.P. Morgan Bank Luxembourg S.A.European Bank & Business Centre

6, route de TrèvesL-2633 Senningerberg

Luxembourg

AUDITORS TO THE ISSUERKPMG Audit S.à r. l.

31, Allée SchefferL-2520 Luxembourg

LEGAL ADVISERS

Transaction Counsel

Baker & McKenzie LLPBethmannstrasse 50-54

60311 Frankfurt am MainGermany

as to Luxembourg law as to English law

Bonn Schmitt Steichen Baker & McKenzie LLP44, rue de la Vallée 100 New Bridge Street

L-2661 Luxembourg London EC4A 6JALuxembourg England

Counsel to the Trustee

Clifford ChanceMainzer Landstrasse 46

60325 Frankfurt am MainGermany