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Koromo S.A., acting on behalf and for the account of its Compartment 3 (a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg acting as an unregulated securitisation company (société de titrisation)

within the meaning of, and governed by, the Luxembourg Securitisation Law registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg)

under registration number B153725 with its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg)

EUR 900,000,000 Class A Compartment 3 Fixed Rate Notes due 15 October 2033, issue price: 100.500%

EUR 100,000,000 Class B Compartment 3 Fixed Rate Notes due 15 October 2033, issue price: 95.500%

This Offering Circular constitutes a prospectus within the meaning of article 6.3 of Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation") and has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") which is the Luxembourg competent authority for the purpose of Prospectus Regulation")and the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en œuvre du règlement (UE) 2017/1129, the "Luxembourg Prospectus Law"), as a prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of the EUR 900,000,000 Class A fixed rate bearer notes due 15 October 2033 (the "Class A Compartment 3 Notes") of Koromo S.A., acting on behalf and for the account of its Compartment 3 (the "Issuer") described in this Offering Circular on 22 October 2020 (the "Closing Date"). The exclusive purpose of Koromo S.A. is to enter into several securitisation transactions, each via a separate compartment ("Compartment") within the meaning of the Luxembourg Securitisation Law (see "THE ISSUER"). The Issuer will also issue the EUR 100,000,000 Class B fixed rate bearer notes due 15 October 2033 (the "Class B Compartment 3 Notes", together with the Class A Compartment 3 Notes the "Notes" and each such class of notes, a "Class of Notes") on the Closing Date. The Notes will be funding the third securitisation transaction (the "Transaction") of Koromo S.A. acting in respect of its third Compartment ("Compartment 3") as described further herein. All documents relating to the Transaction, as more specifically described herein, are referred to as the "Transaction Documents". The CSSF only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of (i) the Issuer that is and (ii) the Class A Compartment 3 Notes that are the subject of this Offering Circular. By approving this Prospectus, in accordance with article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or financial opportunity of the operation or the quality and solvency of the Issuer. Investors should make their own assessment as to the suitability of investing in the Class A Compartment 3 Notes. This Offering Circular has not been prepared for the issue of the Class B Compartment 3 Notes and the CSSF has not reviewed and approved any information in relation to the Class B Notes. The Class B Compartment 3 Notes are not object of this Offering Circular and are only mentioned in this Offering Circular for the purposes of completeness and the description of the risk retention by the Seller pursuant to article 6 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation (as amended, restated or supplemented, the "Securitisation Regulation"). This Offering Circular, once approved by the CSSF, and all documents incorporated by reference will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Application has been made for the Class A Compartment 3 Notes to be admitted to listing on the official list and to trading on the professional segment of the regulated market of the Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the

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purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "MiFID II"). The Class B Notes will not be listed.

The Notes are backed by portfolios of loan receivables (the "Purchased Receivables") secured by certain passenger vehicles, transporters, utility vehicles or trucks of either a Toyota group brand or another car manufacturer (the "Vehicles") and certain other collateral more specifically described herein (the Vehicles, any claims and rights assigned and any collateral transferred by Toyota Kreditbank GmbH (the "Seller") to the Issuer pursuant to the Receivables Purchase Agreement, the "Related Collateral"). The Issuer will purchase the initial portfolio of loan receivables from the Seller on the Closing Date. During the period which commences on the Closing Date (including) and which ends on (but excludes) the earlier of (i) the Payment Date falling in October 2025, and (ii) the Payment Date on which an Early Amortisation Event has occurred prior to the respective Calculation Date (the "Replenishment Period"), the Seller may sell additional portfolios of loan receivables to the Issuer. The obligations of the Issuer under the Notes will be secured by first-ranking security interests granted to Circumference FS (Netherlands) B.V. (the "Trustee") acting in a fiduciary capacity for, inter alia, the Noteholders pursuant to a trust agreement (the "Trust Agreement") entered into between, inter alios, the Trustee and the Issuer. Although all Notes will share in the same security, upon enforcement, the Class A Compartment 3 Notes will rank senior to the Class B Compartment 3 Notes, and the Class B Compartment 3 Notes will rank senior to the Subordinated Loan, see "POST-ENFORCEMENT PRIORITY OF PAYMENTS". The Issuer will apply the net proceeds from the issue of the Notes to purchase on the Closing Date (as defined below) the Initial Receivables secured by the Related Collateral. Certain characteristics of the Initial Receivables and the Related Collateral are described in "DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL" and in "PURCHASED RECEIVABLES CHARACTERISTICS AND HISTORICAL DATA".

Investing in the Notes involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under "RISK FACTORS" below. An investment in the Notes is suitable only 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.

This Offering Circular will be valid as from the date of approval of this Offering Circular until 20 October 2021. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this Offering Circular which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to this Offering Circular without undue delay in accordance with article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Offering Circular will cease to apply once the Class A Compartment 3 Notes have been admitted to trading on the regulated market (segment for professional investors) of the Luxembourg Stock Exchange.

The language of this Offering Circular is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

For reference to the definitions of capitalised terms appearing in this Offering Circular, see "DEFINED TERMS".

Any website referred to in this Offering Circular is for information purposes only and does not form part of this Offering Circular and has not been scrutinised or approved by the CSSF.

Lead Manager

Société Générale S.A.

The date of this Offering Circular is 20 October 2020.

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Each of the Notes in the denomination of EUR 100,000 will be governed by the laws of Germany.

Each Class of Notes will be issued in new global note ("NGN") form and will be initially represented by a temporary global bearer note certificate (the "Temporary Global Notes"), without interest coupons attached, which will be deposited on or around the Closing Date with a Common Safekeeper for Clearstream Banking S.A. ("Clearstream Luxembourg") and Euroclear Bank SA/NV ("Euroclear"). The Temporary Global Notes will be exchangeable for permanent global bearer notes (the "Permanent Global Notes"), without interest coupons attached, not earlier than 40 days after the Closing Date upon delivery of certifications as set forth in Condition 2(c). The Temporary Global Notes and the Permanent Global Notes shall together be referred to as the "Global Notes". The Permanent Global Notes will not be exchangeable for definitive Notes. The Notes represented by Global Notes may be transferred in book-entry form only. The Class A Compartment 3 Notes are intended to be held in a manner which will allow Eurosystem eligibility. See "TERMS AND CONDITIONS OF THE NOTES — Condition 2(b) (Form and Denomination)".

THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE LEAD MANAGER, THE SELLER, THE SERVICER (IF NOT THE SELLER), THE TRUSTEE, THE DATA TRUSTEE, THE ACCOUNT BANK, THE PAYING AGENT, THE CASH ADMINISTRATOR, THE CORPORATE ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS. IT SHOULD BE NOTED FURTHER THAT THE NOTES WILL ONLY BE CAPABLE OF BEING SATISFIED AND DISCHARGED FROM THE ASSETS OF COMPARTMENT 3 OF KOROMO S.A. AND NOT FROM ANY OTHER COMPARTMENT OF KOROMO S.A. OR FROM ANY OTHER ASSETS KOROMO S.A. NEITHER THE NOTES NOR THE UNDERLYING PURCHASED RECEIVABLES WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AUTHORITY OR BY THE LEAD MANAGER, THE SELLER, THE SERVICER (IF NOT THE SELLER), THE TRUSTEE, THE DATA TRUSTEE, THE ACCOUNT BANK, THE PAYING AGENT, THE CASH ADMINISTRATOR, THE CORPORATE ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS OR BY ANY OTHER PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN.

Class

Principal amount (in

EUR) Interest Rate %

Issue Price %

Expected Ratings

(DBRS/S&P) Legal Maturity Date ISIN Code Common

Code

A 900,000,000 0 100.500 "AAA(sf)" / " AAA (sf)"

the Payment Date falling on 15 October 2033

XS2228370222 222837022

B 100,000,000 0 95.500 n.a. the Payment Date falling on 15 October 2033

XS2228370651 222837065

No interest will accrue on the Notes. Principal outstanding under the Notes will be payable in EUR 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"). "Business Day" means any day on which TARGET is open for the settlement of payments in EUR and on which banks are open for general business and foreign exchange markets settle payments in Frankfurt, Cologne and Luxembourg. See "TERMS AND CONDITIONS OF THE NOTES — Condition 6 (Payments on the Notes))".

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 principal in respect of the Notes, payments under the Notes will be made subject to such withholding or deduction. The Notes will not provide for any gross-up or other payments in the event that payments under the Notes become subject to any such withholding or deduction on account of taxes. See "TERMS AND CONDITIONS OF THE NOTES — Condition 12 (Taxation)".

Amortisation of the Notes will commence on the first Payment Date falling after the expiration of the Replenishment Period which period commences on the Closing Date (including) and which ends on (but excludes) the earlier of (i) the Payment Date falling in October 2025, and (ii) the Payment Date on which an Early Amortisation Event has occurred prior to the respective Calculation Date. A partial redemption during the Replenishment Period may occur pursuant to Condition 8.6 (Partial Redemption). During the

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Replenishment Period, the Seller may, at its option, offer to sell to the Issuer, on any Payment Date, from time to time, the Additional Receivables. The Additional Purchase Price for such Additional Receivables will be paid by the Issuer from the amount available in the Replenishment Ledger. See "TERMS AND CONDITIONS OF THE NOTES — Condition 8 (Replenishment and Redemption)".

The Notes will mature on the Payment Date falling on 15 October 2033 (the "Legal Maturity Date"), unless previously redeemed in full. The Notes will be subject to partial redemption, early redemption and/or optional redemption before the Legal Maturity Date in specific circumstances and subject to certain conditions. See "TERMS AND CONDITIONS OF THE NOTES — Condition 8 (Replenishment and Redemption)".

The Class A Compartment 3 Notes are expected, on the Closing Date, to be rated by DBRS Ratings GmbH ("DBRS") and S&P Global Ratings Europe Limited ("S&P" and, together with DBRS, the "Rating Agencies"). It is a condition to the issue of the Notes that the Class A Compartment 3 Notes are assigned the ratings indicated in the above table. The Class B Compartment 3 Notes will not be rated.

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies (as amended, restated or supplemented, "CRA Regulation"). Each of DBRS and S&P has been registered under CRA Regulation. Reference is made to the list of registered or certified credit rating agencies published by ESMA on the webpage http://www.esma.europa.eu/supervision/credit-rating-agencies/risk as last updated on 14 November 2019.

The assignment of ratings to the Class A Compartment 3 Notes or an outlook on these ratings is not a recommendation to invest in the Class A Compartment 3 Notes and may be revised, suspended or withdrawn at any time. The Rating Agencies' rating of the Class A Compartment 3 Notes addresses the likelihood that the holders of the Class A Compartment 3 Notes (each, a "Noteholder") will receive all payments to which they are entitled, as described herein. Each rating takes into consideration the characteristics of the Purchased Receivables, the Related Collateral and the structural, legal, tax and Issuer-related aspects associated with the Class A Compartment 3 Notes.

However, the ratings assigned to the Class A Compartment 3 Notes do not represent any assessment of the likelihood or level of principal prepayments. The ratings do not address the possibility that the Noteholders, might suffer a lower than expected yield due to prepayments or early amortisation or partial redemption or may fail to recoup their initial investments. Prepayments may for example occur upon a Repurchase Event (see "INTRODUCTION INTO STRUCTURE AND PRINCIPAL PARTIES" — "THE NOTES" — "Early Redemption" — "Repurchase Options" and "TERMS AND CONDITIONS OF THE NOTES — Condition 8.5 (Early Redemption — Repurchase Options)"), or in the event that the Seller breached the Eligibility Criteria (see "TERMS AND CONDITIONS OF THE NOTES — Condition 8.2 (Amortisation — Pre-Enforcement)").

The ratings assigned to the Class A Compartment 3 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 Class A Compartment 3 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 Class A Compartment 3 Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Class A Compartment 3 Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies.

MIFID II Product Governance / Professional Investors and Eligible Counterparties ("ECPs") Only Target Market: Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in the Directive 2014/65/EU on markets in financial instruments (as amended, restated or supplemented, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting

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or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PRIIPs Regulation / Prohibition of Sales to EEA and UK Retail Investors: The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, restated or supplemented, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, restated or supplemented, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPS Regulation.

Brexit: Although the United Kingdom ceased to be a member state of the European Union on 31 January 2020, the withdrawal agreement between the United Kingdom and the European Union under article 50(2) of the Treaty establishing the European Union provides that until at least 31 December 2020, subject to certain qualifications which are not relevant for the purposes of this Offering Circular (unless otherwise expressly provided), (i) EU law shall produce in respect of and in the United Kingdom the same legal effects as those which it produces within the European Union and its member states, and shall be interpreted and applied in accordance with the same methods and general principles as those applicable within the European Union, and (ii) any reference to member states in EU law, including as implemented and applied by member states, shall be understood as including the United Kingdom. This agreement has been given effect in the law of the United Kingdom by the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal Agreement) Act 2020.

EU Risk Retention: Toyota Kreditbank GmbH will, for the life of the Transaction, retain, as "originator" (as defined in article 2(3)(a) of Regulation (EU) 2017/2402 on securitisation and creating a European framework for simple, transparent and standardised securitisation (as amended, restated or supplemented, the "Securitisation Regulation"), a material net economic interest of not less than 5 per cent. in the securitisation in accordance with article 6 of the Securitisation Regulation, provided that the level of retention may reduce over time in compliance with article 10(2) of the Commission Delegated Regulation (EU) 625/2014 or any successor delegated regulation. As at the Closing Date, such retention will be comprised of a first loss tranche as required by article 6(3)(d) of the Securitisation Regulation (the "Retained Interest"). Any change in the manner in which the Retained Interest is held may only be made in accordance with the applicable laws and regulations. See "RISK RETENTION AND TRANSPARENCY REQUIREMENTS" and "RISK FACTORS — Category 5: Structural and other credit risks — Securitisation Regulation – EU risk retention, EU transparency requirements, simple, transparent and standardised securitisations and due diligence requirements" and "RISK FACTORS — Category 5: Structural and other credit risks — Basel capital accord and regulatory capital requirements" for further information.

None of the Issuer, the Lead Manager or Toyota Kreditbank GmbH makes any representation that the measures taken by Toyota Kreditbank GmbH aiming for compliance with the risk retention requirements under article 6 of the Securitisation Regulation (and/or any implementing rules) are or will be actually sufficient for such purposes.

EU Disclosure: Pursuant to article 7(1) of the Securitisation Regulation, the originator, sponsor and securitisation special purpose entity of a securitisation (each as defined in the Securitisation Regulation) shall make available to the Noteholders, to the competent authorities referred to in article 29 of the Securitisation Regulation and, upon request, to potential investors certain information in relation to a securitisation transaction, e.g. information on the underlying exposures and all underlying documentation that is essential for the understanding of the Transaction. The Issuer has been designated as the entity responsible for compliance with such and will either fulfil such requirements itself or shall procure that such requirements are complied with on its behalf by the Servicer.

None of the Issuer, Lead Manager, Toyota Kreditbank GmbH or the Servicer makes any representation that the measures taken by the Issuer aiming for compliance with the disclosure requirements under

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article 7 of the Securitisation Regulation (and/or any implementing rules) are or will be actually sufficient for such purposes.

In addition, investors and Noteholders should be aware of article 5 of the Securitisation Regulation which, among others, requires "institutional investors" (as defined in the Securitisation Regulation) prior to holding a "securitisation position" to verify that the "originator", "sponsor" or "original lender" (each as defined in the Securitisation Regulation) retains on an ongoing basis a material net economic interest in accordance with article 6 of the Securitisation Regulation and the risk retention is disclosed to the institutional investor in accordance with article 7 of the Securitisation Regulation. With a view to support compliance with article 5 of the Securitisation Regulation, the Issuer (or the Servicer on the Issuer's behalf) will, among others, (i) publish a monthly investor report as required by and in accordance with article 7(1)(e) of the Securitisation Regulation, (ii) publish on a monthly basis certain loan-by-loan information in relation to the Purchased Receivables in respect of the relevant Collection Period as required by and in accordance with article 7(1)(a) of the Securitisation Regulation, (iii) publish any information required to be reported pursuant to article 7(1)(f) or (g) (as applicable) of the Securitisation Regulation without delay, and (iv) before pricing of the Notes (in at least draft or initial form) and within 15 days of the issuance of the Notes (in final form), make available copies of the notification required under article 27 of the Securitisation Regulation (the "STS Notification"), the Transaction Documents (other than the Notes Purchase Agreement) and this Offering Circular. The information set out above shall be published on the website of the European DataWarehouse at www.eurodw.eu, being a website which conforms with the requirements set out article 7(2) of the Securitisation Regulation. For the avoidance of doubt, such website and the contents thereof do not form part of this Offering Circular.

Each prospective investor in the Notes is required to independently assess and determine whether the information provided herein and in any reports provided to investors in relation to this transaction are sufficient to comply with article 5 of the Securitisation Regulation or any other regulatory requirement. None of the Issuer, the Seller, the Servicer, the Lead Manager, their respective Affiliates or any other person makes any representation, warranty or guarantee that any such information is sufficient for such purposes or any other purpose and no such person shall have any liability to any prospective investor or any other person with respect to the insufficiency of such information or any failure of the transactions contemplated hereby to satisfy the requirements under article 5 of the Securitisation Regulation or any other applicable legal, regulatory or other requirements. Each prospective investor in the Notes which is subject to the requirements of article 5 of the Securitisation Regulation or any other regulatory requirement should consult with its own legal, accounting and other advisers and/or its national regulator to determine whether, and to what extent, such information is sufficient for such purposes and any other requirements of which it is uncertain. See "RISK RETENTION AND TRANSPARENCY REQUIREMENTS" and "RISK FACTORS — Category 5: Structural and other credit risks — Securitisation Regulation – EU risk retention, EU transparency requirements, simple, transparent and standardised securitisations and due diligence requirements".

US Risk Retention: The Seller and the Issuer agreed that the issuance of the Notes was not designed to comply with the final rules promulgated under section 15(G) of the US Securities Exchange Act of 1934, as amended, codified as Regulation RR 17 C.F.R. Part 246 (the "US Risk Retention Rules") and that the Seller does not intend to retain at least 5 per cent. of the securitised assets for purposes of compliance with the US Risk Retention Rules, but rather intend to rely on a safe harbour provided for in Rule 20 of the US Risk Retention Rules regarding certain non-US related transactions. Neither the Issuer, nor the Lead Manager or any person who controls them or any of their directors, officers, employees, agents or Affiliates will have any responsibility for determining the proper characterisation of potential investors for such restriction or for determining the availability of a safe harbour for certain non-US related transactions provided for in Rule 20 of the US Risk Retention Rules, and neither the Issuer, nor the Lead Manager or any person who controls them or any of their directors, officers, employees, agents or Affiliates accept any liability or responsibility whatsoever for any such determination or characterisation. See "SUBSCRIPTION AND SALE".

Initially, the Notes will be purchased and retained by the Seller on the Closing Date. However, the retained Notes may be resold to any third party investors at any time in one or more negotiated transactions or via a bookbuilding process at varying prices to be determined at the time of sale.

THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR

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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. EACH MANAGER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED AND SOLD THE NOTES, AND WILL NOT OFFER AND SELL THE NOTES (I) AS PART OF ITS DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 CALENDAR DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF ALL NOTES ONLY IN ACCORDANCE WITH RULE 903 OF REGULATION S UNDER THE SECURITIES ACT. NEITHER ANY MANAGER, ITS RESPECTIVE AFFILIATES NOR ANY PERSONS ACTING ON ITS OR THEIR BEHALF HAVE ENGAGED OR WILL ENGAGE IN ANY DIRECTED SELLING EFFORTS WITH RESPECT TO THE NOTES, AND IT AND THEY HAVE COMPLIED AND WILL COMPLY WITH THE OFFERING RESTRICTIONS REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT. AT OR PRIOR TO CONFIRMATION OF SALE OF NOTES, IT WILL HAVE SENT TO EACH DISTRIBUTOR, DEALER OR PERSON RECEIVING A SELLING CONCESSION, FEE OR OTHER REMUNERATION THAT PURCHASES NOTES FROM IT DURING THE RESTRICTED PERIOD A CONFIRMATION OR NOTICE TO SUBSTANTIALLY THE FOLLOWING EFFECT:

"THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE US 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, US PERSONS BY ANY PERSON REFERRED TO IN RULE 903(B)(2)(III) (X) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (Y) OTHERWISE UNTIL 40 CALENDAR DAYS AFTER THE COMPLETION OF THE DISTRIBUTION OF THE SECURITIES AS DETERMINED AND CERTIFIED BY THE ISSUER, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT."

TERMS USED IN THE FOREGOING PARAGRAPH HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

FURTHER, THE LEAD MANAGER HAS REPRESENTED AND AGREED THAT:

(A) EXCEPT TO THE EXTENT PERMITTED UNDER US TREAS. REG. SECTION 1.163-5 (C)(2)(I)(D) (THE "TEFRA D RULES" OR ANY SUCCESSOR RULES IN SUBSTANTIALLY THE SAME FORM AS THE TEFRA D RULES, AS APPLICABLE, FOR PURPOSES OF SECTION 4701 OF THE US INTERNAL REVENUE CODE), (X) IT HAS NOT OFFERED OR SOLD, AND DURING THE RESTRICTED PERIOD WILL NOT OFFER OR SELL, DIRECTLY OR INDIRECTLY, NOTES IN BEARER FORM TO A PERSON WHO IS WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO A UNITED STATES PERSON, AND (Y) IT HAS NOT DELIVERED AND WILL NOT DELIVER, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR ITS POSSESSIONS DEFINITIVE 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 NOTES IN BEARER FORM ARE AWARE THAT SUCH 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 NOTES FOR PURPOSES OF RESALE IN CONNECTION WITH THEIR ORIGINAL ISSUANCE AND AGREES THAT IF IT RETAINS NOTES IN BEARER FORM FOR ITS OWN ACCOUNT, IT WILL ONLY DO SO IN ACCORDANCE WITH THE REQUIREMENTS OF US TREAS. REG. SECTION 1.63-5 (C)(2)(I)(D)(6); AND

(D) WITH RESPECT TO EACH AFFILIATE THAT ACQUIRES FROM IT NOTES IN BEARER FORM FOR THE PURPOSE OF OFFERING OR SELLING SUCH NOTES DURING THE RESTRICTED PERIOD THAT IT WILL EITHER (I) REPEAT AND CONFIRM THE

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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 THE FOREGOING PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY THE US INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER, INCLUDING THE TEFRA D RULES.

Neither the delivery of this Offering Circular nor any offering, sale or delivery of any 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 the Seller since the date of this Offering Circular or (iii) that any other information supplied in connection with the issue of the 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 Manager other than as set out in this Offering Circular that would permit a public offering of the 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 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 Manager 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 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 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 Manager 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 Notes and distribution of this Offering Circular (or of any part thereof), see "SUBSCRIPTION AND SALE".

An investment in the 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 the Notes and the income deriving from them may decrease.

This Offering Circular may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this Offering Circular, the prospective investors agree to these restrictions.

The Issuer has submitted this Offering Circular to a limited number of institutional investors so that they can consider a purchase of the Notes. The Issuer has not authorised its use for any other purpose. This Offering Circular may not be copied or reproduced in whole or in part.

Prospective investors of the Notes should conduct such independent investigation and analysis as they deem appropriate to evaluate the merits and risks of an investment in the Notes. If you are in doubt about the contents of this Offering Circular, you should consult your stockbroker, bank manager, legal adviser, accountant or other financial adviser. The Lead Manager does not make any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained herein or in any further information, notice or other document which may at any time be supplied by the Issuer in connection with the Notes and accept any responsibility or liability therefor. The Lead Manager neither undertakes to review the

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financial condition or affairs of the Issuer nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Lead Manager.

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), and as amended by the Treaty of Lisbon, signed in Lisbon on 13 December, 2007).

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Responsibility for the Contents of this Offering Circular

The Issuer accepts responsibility for the information contained in this Offering Circular except that:

(a) each of the Seller, the Servicer and the Subordinated Lender hereby is only responsible for the information in this Offering Circular relating to the Purchased Receivables, the Related Collateral, the disclosure of servicing related risk factors, risk factors relating to the Purchased Receivables, the information contained in "EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS" on pages 105 et seq., "DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL" on pages 109 et seq., "PURCHASED RECEIVABLES CHARACTERISTICS AND HISTORICAL DATA" on pages 112 et seq., "CREDIT AND COLLECTION POLICY" on pages 137 et seq., "REVIEW OF THE AUTOMOBILE MARKET" on pages 140 et seq., "RISK RETENTION AND TRANSPARENCY REQUIREMENTS" and "THE SELLER, THE SERVICER AND THE SUBORDINATED LENDER" on pages 146 et seq.;

(b) the Trustee is only responsible for the information in this Offering Circular contained in "THE TRUSTEE" on page 147;

(c) the Data Trustee is only responsible for the information in this Offering Circular contained in "THE DATA TRUSTEE" on page 148;

(d) each of the Cash Administrator and the Paying Agent is only responsible for the information in this Offering Circular contained in "THE CASH ADMINISTRATOR AND THE PAYING AGENT" on pages 150;

(e) the Account Bank is only responsible for the information in this Offering Circular contained in "THE ACCOUNT BANK" on page 149; and

(f) the Corporate Administrator is only responsible for the information in this Offering Circular contained in "THE CORPORATE ADMINISTRATOR" on page 151,

provided that, with respect to any information included herein and specified to be sourced from a third party (i) the Issuer confirms that any such information has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from information available to it from such third party, no facts have been omitted, the omission of which would render the reproduced information inaccurate or misleading and (ii) the Issuer has not independently verified any such information and accepts no responsibility for the accuracy thereto.

The Issuer hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein is in accordance with the facts and does not omit anything likely to affect the importance of such information.

Each of the Seller, the Servicer and the Subordinated Lender hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein for which the Seller, the Servicer and the Subordinated Lender hereby is responsible is in accordance with the facts and does not omit anything likely to affect the importance of such information.

The Trustee hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein for which the Trustee is responsible is in accordance with the facts and does not omit anything likely to affect the importance of such information.

The Data Trustee hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein for which the Data Trustee is responsible is in accordance with the facts and does not omit anything likely to affect the importance of such information.

Each of the Cash Administrator and the Paying Agent hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained

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herein for which the Cash Administrator or the Paying Agent is responsible is in accordance with the facts and does not omit anything likely to affect the importance of such information.

The Account Bank hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein for which the Account Bank is responsible is in accordance with the facts and does not omit anything likely to affect the importance of such information.

The Corporate Administrator hereby declares that, to the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case), all information contained herein for which the Corporate Administrator is responsible is in accordance with the facts and does not omit anything likely to affect the importance of such information.

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 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 Account Bank, the Corporate Administrator, the Cash Administrator, the Paying Agent, the Data Trustee and the Trustee or by the Lead Manager or by any other party mentioned herein.

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TABLE OF CONTENTS

Page

RISK FACTORS .................................................................................................................................. 15 Category 1: Risks related to the Purchased Receivables ................................................................. 15

1. Non-existence of Purchased Receivables .................................................................................. 15 2. Credit risk of the Obligors ......................................................................................................... 16 3. Risk of losses on the Purchased Receivables ............................................................................ 16 4. Reliance on representations and warranties .............................................................................. 16 5. Reliance on Credit and Collection Policy ................................................................................. 16 6. No independent investigation and limited information ............................................................. 17

Category 2: Risks related to the parties to the Transaction Documents .......................................... 17 7. Replacement of the Servicer...................................................................................................... 17 8. Creditworthiness of parties to the Transaction Documents, in particular the Servicer .............. 18 9. Risk of late forwarding of payments received by the Servicer, commingling risk and risk of

Servicer shortfalls ................................................................................................................... 18 10. Conflicts of interest ................................................................................................................... 18

Category 3: Legal risks ................................................................................................................... 19 11. Insolvency law .......................................................................................................................... 19 12. Notice of assignment; defences of the Obligors and set-off rights of the Obligors ................... 19 13. Data protection .......................................................................................................................... 20 14. Revocation right in respect of consumers ................................................................................. 21 15. Linked or connected contracts (verbundene/zusammenhängende Verträge) ............................ 22 16. Prepayment of loans .................................................................................................................. 22 17. Reduction of interest rate on Underlying Agreements .............................................................. 23 18. Non-petition and limited recourse clauses ................................................................................ 23 19. Termination for good cause ....................................................................................................... 24 20. Resolutions of Noteholders ....................................................................................................... 24 21. Noteholder's Representative ...................................................................................................... 24 22. Limitation of time ..................................................................................................................... 24 23. Volcker Rule ............................................................................................................................. 24

Category 4: Tax risks ...................................................................................................................... 25 24. No gross-up for Taxes ............................................................................................................... 25 25. Anti-Tax Avoidance Directive .................................................................................................. 25 26. US Tax law ................................................................................................................................ 26

Category 5: Structural and other credit risks................................................................................... 27 27. Liability under the Notes ........................................................................................................... 27 28. Limited resources of the Issuer ................................................................................................. 27 29. Insolvency of Koromo S.A. ....................................................................................................... 27 30. Subordination of the Class B Compartment 3 Notes ................................................................. 29 31. Ratings of the Class A Compartment 3 Notes ........................................................................... 29 32. Basel capital accord and regulatory capital requirements ......................................................... 30 33. Bail-in instrument and other restructuring and resolution measures ......................................... 33 34. Securitisation Regulation – EU risk retention, EU transparency requirements, simple,

transparent and standardised securitisations and due diligence requirements ........................ 34 35. Reliance on Verification "VERIFIED BY SVI" by STS Verification International GmbH ..... 39 36. US Risk Retention ..................................................................................................................... 39 37. Eurosystem eligibility ............................................................................................................... 40 38. Limited secondary market liquidity and market value of Notes ................................................ 40 39. Economic effects of the COVID-19 pandemic.......................................................................... 41 INTRODUCTION INTO STRUCTURE AND PRINCIPAL PARTIES ............................................. 42 STRUCTURE DIAGRAM ................................................................................................................... 43 PARTIES TO THE TRANSACTION .................................................................................................. 45 THE NOTES ........................................................................................................................................ 47 THE ASSETS & RESERVES .............................................................................................................. 52 THE MAIN TRANSACTION DOCUMENTS .................................................................................... 54 VERIFICATION BY SVI .................................................................................................................... 57 COMPLIANCE WITH STS REQUIREMENTS ................................................................................. 58 RISK RETENTION AND TRANSPARENCY REQUIREMENTS .................................................... 59

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TERMS AND CONDITIONS OF THE NOTES ................................................................................. 64 MATERIAL TERMS OF THE TRUST AGREEMENT ..................................................................... 76 OVERVIEW OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS ............................... 97 1. Receivables Purchase Agreement ............................................................................................. 97 2. Servicing Agreement ................................................................................................................. 98 3. Subordinated Loan Agreement ................................................................................................ 101 4. Data Trust Agreement ............................................................................................................. 102 5. Cash Administration Agreement ............................................................................................. 102 6. Agency Agreement .................................................................................................................. 103 7. Notes Purchase Agreement ..................................................................................................... 103 8. Corporate Administration Agreement ..................................................................................... 103 9. Account Bank Agreement ....................................................................................................... 103 EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS ................. 105 DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL .................................................................................................................................. 109 PURCHASED RECEIVABLES CHARACTERISTICS AND HISTORICAL DATA ..................... 112 CREDIT AND COLLECTION POLICY ........................................................................................... 137 REVIEW OF THE AUTOMOBILE MARKET ................................................................................. 140 THE ISSUER ..................................................................................................................................... 141 1. General .................................................................................................................................... 141 2. Corporate purpose of the Company ......................................................................................... 141 3. Compartments ......................................................................................................................... 141 4. Business activity ...................................................................................................................... 142 5. Corporate administration and management ............................................................................. 142 6. Capital and shares, shareholders ............................................................................................. 142 7. Capitalisation........................................................................................................................... 142 8. Indebtedness ............................................................................................................................ 143 9. Holding Structure .................................................................................................................... 143 10. Subsidiaries ............................................................................................................................. 143 11. Name of the Issuer's financial auditors .................................................................................... 143 12. Main process for director's meetings and decisions ................................................................ 143 13. Financial statements ................................................................................................................ 144 THE SELLER, THE SERVICER AND THE SUBORDINATED LENDER .................................... 146 THE TRUSTEE .................................................................................................................................. 147 THE DATA TRUSTEE ...................................................................................................................... 148 THE ACCOUNT BANK .................................................................................................................... 149 THE CASH ADMINISTRATOR AND THE PAYING AGENT ...................................................... 150 THE CORPORATE ADMINISTRATOR .......................................................................................... 151 RATING OF THE NOTES ................................................................................................................ 152 TAXATION ....................................................................................................................................... 153 1. Taxation in the Federal Republic of Germany ........................................................................ 153 2. Luxembourg Taxation ............................................................................................................. 156 SUBSCRIPTION AND SALE ........................................................................................................... 160 1. Purchase of the Notes .............................................................................................................. 160 2. Selling Restrictions ................................................................................................................. 160 USE OF PROCEEDS ......................................................................................................................... 163 GENERAL INFORMATION............................................................................................................. 164 1. Subject of this Offering Circular ............................................................................................. 164 2. Authorisation ........................................................................................................................... 164 3. Legal entity identifier .............................................................................................................. 164 4. Legal and arbitration proceedings ........................................................................................... 164 5. Material adverse change .......................................................................................................... 164 6. Payment information, notices for the Noteholders .................................................................. 164 7. Financial statements ................................................................................................................ 164 8. Listing and trading .................................................................................................................. 164 9. ICSDs ...................................................................................................................................... 165 10. Clearing codes ......................................................................................................................... 165 11. Availability of documents ....................................................................................................... 165 12. Post issuance reporting ............................................................................................................ 166 13. Third party information ........................................................................................................... 166

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14. Interest of natural and legal persons ........................................................................................ 166 15. Miscellaneous .......................................................................................................................... 166 INCORPORATION BY REFERENCE ............................................................................................. 167 DEFINED TERMS ............................................................................................................................. 169

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RISK FACTORS

THE PURCHASE OF THE 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 NOTES. PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY AND 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 (A) MAKE SUCH INQUIRIES AND INVESTIGATIONS AS THEY DEEM APPROPRIATE AND NECESSARY AND (B) REACH THEIR OWN VIEWS PRIOR TO MAKING ANY INVESTMENT DECISIONS WITHOUT RELYING ON THE ISSUER OR THE ARRANGER OR ANY MANAGER OR ANY OTHER PARTY REFERRED TO HEREIN.

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the 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.

The Notes will be solely contractual obligations of the Issuer. The Notes will not be obligations or responsibilities of, or guaranteed by, any of the Seller, the Servicer (if different), the Trustee, the Cash Administrator, the Data Trustee, the Paying Agent, the Corporate Administrator, the Lead Manager, the Account Bank, the Common Safekeeper or any of their respective Affiliates or any Affiliate of the Issuer or any other party (other than the Issuer) to the Transaction Documents or any other third Person or entity other than the Issuer. Furthermore, no Person other than the Issuer will accept any liability whatsoever to Noteholders in respect of any failure by the Issuer to pay any amount due under the Notes.

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

The Issuer believes that the risks described herein are a list of risks which are specific to the situation of the Issuer and/or the Notes and which are material for taking investment decisions by the potential Noteholders. Although the Issuer believes that the various structural elements described in this document mitigate some of these risks for Noteholders, there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of principal or any other amounts on or in connection with the Notes on a timely basis or at all. 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 this Transaction.

Various factors that may affect the Issuer's ability to fulfil its obligations under the Notes are categorised below as either (i) risks relating to the Purchased Receivables, (ii) risks relating to the parties to the Transaction Documents, (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 fall and be discussed under one or more other categories.

Category 1: Risks related to the Purchased Receivables

1. Non-existence of Purchased Receivables

The Issuer retains the right to bring indemnification claims against, and is entitled to demand payment of Repurchase Price from, the Seller, but from no other Person, if Purchased Receivables do not exist or cease to exist (Bestands- und Veritätshaftung) in accordance with the Receivables Purchase Agreement. If a Underlying Agreement relating to a Purchased Receivable proves not to have been legally valid as of the Closing Date, the Seller will, pursuant to the Receivables Purchase Agreement, pay to the Issuer the Repurchase Price in an amount equal to the sum of (i) the outstanding Principal Balance of such Purchased Receivable and (ii) interest accrued thereon less Interest Collections received by the Issuer in respect of such Purchased Receivable.

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The same applies if an Obligor uses its right of withdrawal (Widerrufsrecht). Such withdrawals are legally possible even after the expiry of the regular 14 days' time period for withdrawals if the instruction of withdrawal (Widerrufsbelehrung) used by the Seller or the counterparty of a linked contract within the meaning of section 358 BGB does not comply with legal requirements. The legal requirements applicable to instructions of withdrawal are under constant review of the German courts. See "RISK FACTOR — Category 3: Legal risks — Revocation right in respect of consumers and Linked or connected contracts (verbundene/zusammenhängende Verträge)".

2. Credit risk of the Obligors

If the Seller does not receive the full amounts due from the Obligors in respect of the Purchased Receivables, the Noteholders are at risk to receive less than the full principal amount of their Notes. Consequently, the Noteholders are exposed to the credit risk of the Obligors. Neither the Seller nor the Issuer guarantees or warrants the full and timely payment by the Obligors of any sums payable under the Purchased Receivables. The ability of any Obligor to make timely payments of amounts due under the relevant Underlying Agreement will mainly depend on his or her assets and liabilities as well as his or her ability to generate sufficient income to make the required payments. The Obligors' ability to generate income may be adversely affected by a large number of factors.

There is no assurance that the then current value of the Purchased Receivables will at any time be equal to or greater than the principal amounts outstanding of the Notes.

The risk of a default of an Obligor may be further disadvantageously affected by the COVID-19 pandemic and its global overall impact on entire economies.

3. Risk of losses on the Purchased Receivables

Losses on the Purchased Receivables may result in losses for the Noteholders.

The risk of the Noteholders of the Class A Compartment 3 Notes that they will not receive the amount due to them under the Class A Compartment 3 Notes is mitigated (i) by the General Reserve Required Amount, (ii) by the subordination of the principal payments of the holders of the Class B Compartment 3 Notes, and (iii) by the subordination of the payments of the Subordinated Loan to the Subordinated Lender. There is no assurance that relevant Noteholders will receive for each Class A Compartment 3 Note the total principal amount of EUR 100,000.

The risk of the Noteholders of the Class B Compartment 3 Notes that they will not receive the amount due to them under the Class B Compartment 3 Notes is mitigated (i) by the General Reserve Required Amount and (ii) by the subordination of the payments of the Subordinated Loan to the Subordinated Lender. There is no assurance that the Noteholders of the Class B Compartment 3 Notes will receive for each Class B Compartment 3 Note the total principal amount of EUR 100,000.

4. Reliance on representations and warranties

If the representation and warranties given by the Seller in the Receivables Purchase Agreement in respect of each Purchased Receivable are, in whole or in part, incorrect, this shall constitute a breach of contract under the Receivables Purchase Agreement, and the Issuer will have contractual remedies against the Seller. In the case of any breach of any Eligibility Criterion or Replenishment Criterion, the Seller will be required to pay the Repurchase Price to the Issuer (see the definition of Repurchase Price in "DEFINED TERMS — Repurchase Price"). 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 Notes.

5. Reliance on Credit and Collection Policy

The Servicer will carry out the administration, collection and enforcement of the Purchased Receivables in accordance with the Servicer's Credit and Collection Policy. Accordingly, the Noteholders are relying on the business judgment and practices of the Servicer as to the liquidation of the Purchased Receivables against the Obligors and with respect to enforcement of the Related Collateral. See "OVERVIEW OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Servicing Agreement" and "CREDIT AND COLLECTION POLICY".

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The Issuer's ability to meet its obligations under the Notes will be dependent on the performance of the duties by the Servicer. Accordingly, the Noteholders are relying, inter alia, on the business judgement and practices of the Servicer in administering the Purchased Receivables and enforcing claims against Obligors.

There can be no assurance that the Servicer will be willing or able to perform such service in the future. In such scenario, there is a risk that the Noteholders will ultimately not receive the full principal amount of the Notes and/or interest thereon.

6. No independent investigation and limited information

None of the Lead Manager, the Trustee, the Issuer or any other Person referred to herein (other than the Seller, but only as expressly described herein) has undertaken or will undertake any investigations, searches or other actions to verify any details in respect of the Purchased Receivables or the Underlying Agreements or to establish the creditworthiness of any Obligor. 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 Receivables Purchase Agreement in respect of, inter alia, the Purchased Receivables, the Obligors, the Underlying Agreements underlying the Purchased Receivables and the 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.

The Seller is under no obligation and will not provide the Lead Manager, the Trustee or the Issuer with the names or the identities of the Obligors and copies of the relevant Underlying Agreements and legal documents in respect of the relevant Underlying Agreement. The Lead Manager and the Issuer will only be supplied with financial information in relation to the Purchased Receivables and the Underlying Agreements. Furthermore, none of the Lead Manager, the Trustee or the Issuer will have any right to inspect the records of the Seller.

The primary remedy of the Trustee and the Issuer for breaches of any Eligibility Criteria or Replenishment Criteria as of the relevant Purchase Date or the relevant Cut-Off Date (as applicable) will be to require the Seller to pay the Repurchase Price in an amount equal to the sum of (i) the Principal Balance of such Purchased Receivable; and (ii) interest accrued thereon less Interest Collections received by the Issuer in respect of such Purchased Receivable. With respect to breaches of representations or warranties under the Receivables Purchase Agreement generally, the Seller is obliged to indemnify the Issuer against any liability, losses and damages directly resulting from such breaches.

Category 2: Risks related to the parties to the Transaction Documents

7. Replacement of the Servicer

If the appointment of the Servicer is terminated, the Issuer has the right to appoint a Substitute Servicer pursuant to the Servicing Agreement. Any substitute servicer which may replace the Servicer in accordance with the terms of the Servicing Agreement would have to be able to administer the Purchased Receivables and the Related Collateral in accordance with the terms of the Servicing Agreement, be duly qualified and licensed to administer finance contracts in Germany such as the Underlying Agreements and may be subject to certain residence and/or regulatory requirements. Further, it should be noted that any substitute servicer (other than a (direct or indirect) subsidiary of the Seller or of a parent of the Seller to which the servicing and collection of the receivables and the related collateral of the Seller is outsourced) may require higher Servicing Fee which ranks senior to the Notes according to the applicable Priority of Payments. Upon the occurrence of a Servicer Termination Event, there is no assurance that an appropriate Substitute Servicer can be found and hired in the required time span as set forth in the Servicing Agreement and that this does not have a negative impact on the amount and the timing of the Collections.

The Issuer's ability to meet its obligations under the Notes will be dependent on the performance of the duties by the Substitute Servicer. Accordingly, the Noteholders are relying, inter alia, on the business judgement and practices of the Substitute Servicer in administering the Purchased Receivables and enforcing claims against Obligors.

There can be no assurance that the Substitute Servicer will be willing or able to perform such service in the future.

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In such scenarios, there is a risk that the Noteholders will ultimately not receive the full principal amount of the Notes and/or interest thereon.

8. Creditworthiness of parties to the Transaction Documents, in particular the Servicer

The ability of the Issuer to meet its obligations under the Notes depends, in whole or in part, on the performance of each party to the Transaction Documents of such party's duties under the relevant Transaction Documents.

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

However, the credit risk associated with the parties to the Transaction Documents 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 which is not remedied within twenty Business Days of written notice from the Issuer. In addition, the Account Bank needs to have the Required Rating.

9. Risk of late forwarding of payments received by the Servicer, commingling risk and risk of Servicer shortfalls

During the life of the Transaction and prior to the occurrence of a Servicer Termination Event and the termination of the appointment of the Servicer under the Servicing Agreement, the Seller in its capacity as Servicer is entitled to commingle any Collections from the Purchased Receivables, including proceeds from the disposition of any Vehicle, with its own funds during each Collection Period and will only be required to transfer the Collections to the Operating Ledger on each Payment Date. Commingled funds may be used or invested by the Seller at its own risk and for its own benefit until the relevant Payment Date.

Upon the occurrence of an Insolvency Event with respect to the Seller or the Servicer or a Servicer Termination Event in particular, commingling risks and risks of any shortfalls may occur. The commingling and late payment risk deriving from the afore-mentioned arrangement in the Servicing Agreement is mitigated by way of the Commingling Reserve Required Amount. Pursuant to the Servicing Agreement, upon the occurrence and continuance of a Commingling Reserve Trigger Event, the Servicer undertakes to immediately remit to the Issuer, within two Business Days upon the occurrence of a Commingling Reserve Trigger Event, the Commingling Reserve Required Amount to the Commingling Reserve Ledger 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 each Payment Date funds equal to the Commingling Reserve Required Amount shall stand to the credit of the Commingling Reserve Ledger. Upon the occurrence of a Servicer Termination Event, in case of any Shortfalls, the Issuer may use the Commingling Reserve Required Amount in an amount equal to such Shortfalls to make, under the applicable Priority of Payments, payments on the relevant Payment Date (until the Commingling Reserve Trigger Event ceases to continue).

If the Commingling Reserve Required Amount is not available upon the occurrence of an Insolvency Event, there is a risk that the funds which have not been already transferred by the Servicer to the Issuer are commingled and, consequently, the Noteholders will ultimately not receive the full principal amount of the Notes and/or interest thereon.

10. Conflicts of interest

In connection with the Transaction, the Seller will also act as Servicer, and the Cash Administrator will also act as the Paying Agent. These parties will have only those duties and responsibilities agreed to in the relevant Transaction 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 provided in the Transaction Documents to which they are a party. To

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the best knowledge and belief of the Issuer, these are the sole relevant conflicts of interest of the parties to the Transaction Documents. However, all parties to the Transaction Documents (including Koromo S.A. in respect of Compartments other than Compartment 3) may enter into other business dealings with each other (including Koromo S.A. in respect of Compartments other than Compartment 3) from which they may derive revenues and profits without any duty to account therefor in connection with this Transaction.

The Servicer may hold or service claims (for third parties) against the Obligors other than the Purchased Receivables. The Corporate Administrator may provide corporate, administrative or other services to other entities.

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

The afore-mentioned parties may engage in commercial relations, in particular, hold assets in other securitisation transactions as trustee, be a lender, provide general banking, investment and other financial services to the Obligors, the Seller, the Servicer, the Issuer (in respect of Compartments other than Compartment 3), other parties to this Transaction and other third parties.

In such functions, the afore-mentioned parties are not obliged to take into account the interests of the Noteholders. Accordingly, potential conflicts of interest may arise in respect of this Transaction.

Category 3: Legal risks

11. Insolvency law

The Transaction is structured to qualify under German law as an effective (true) sale of the Receivables under the Receivables Purchase Agreement and not as a secured loan. Accordingly, the Issuer has been advised that the transfer of the Purchased Receivables would be construed such that the risk of the insolvency of the Obligors lies with the Issuer and that, therefore, the Issuer would have the right to segregation (Aussonderungsrecht) pursuant to section 47 InsO of the Purchased Receivables from the estate of the Seller in the event of its insolvency.

However, there is a risk that the sale and assignment of the Purchased Receivables by the Seller to the Issuer were to be regarded as a secured loan rather than a receivables sale ("true" sale) by a court. Under German insolvency law, in insolvency proceedings of an Obligor, a creditor who is secured by the assignment of receivables by way of security will have a preferential right to such receivables (Absonderungsrecht) pursuant to section 51 InsO. Enforcement of such preferential right is subject to the provisions set forth in the German Insolvency Code (Insolvenzordnung). In particular, the secured creditor may not enforce its security interest itself. Instead, the insolvency administrator appointed in respect of the estate of the Obligor will be entitled to enforcement. The insolvency administrator is obliged to transfer the proceeds from such enforcement to the creditor. The insolvency administrator may, however, deduct from the enforcement proceeds fees which amount to 4 per cent. of the enforcement proceeds for assessing such preferential rights plus up to 5 per cent. of the enforcement proceeds as compensation for the costs of enforcement. If the enforcement costs are considerably higher than 5 per cent. of the enforcement proceeds, the compensation for the enforcement costs may also be higher. Accordingly, the Issuer would have to share in the costs of any insolvency proceedings of the Seller in Germany, reducing the amount of money available upon enforcement of the Security Assets to repay the Notes if the sale and assignment of the Purchased Receivables by the Seller to the Issuer were to be regarded as a secured loan rather than a receivables sale ("true" sale) by a court.

It should be noted, however, that such right of segregation will not apply with respect to the Related Collateral transferred to the Issuer, including the security interest created in respect of the Vehicles relating to the Purchased Receivables if insolvency proceedings are instituted in respect of the relevant Obligor in Germany. In that case, the cost sharing provisions will apply.

12. Notice of assignment; defences of the Obligors and set-off rights of the Obligors

The assignment of the Purchased Receivables and the assignment and transfer of the Related 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 otherwise agrees to such disclosure. Until the relevant Obligors have been notified of the assignment of the relevant Purchased

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Receivables, the relevant Obligors may pay with discharging effect to the Seller or enter into any other transaction with regard to such Purchased Receivables with the Seller which will have binding effect on the Issuer and the Trustee. Each Obligor may further raise defences against the Issuer and the Trustee arising from its relationship with the Seller which are existing (begründet) at the time of the assignment of the Purchased Receivables.

With respect to a Purchased Receivable assigned by the Seller to the Issuer in fulfilment of the Receivables Purchase Agreement, the Issuer's claim to payment may, in addition to possible defences and objections resulting from consumer credit legislation (as described below under "RISK FACTOR — Category 3: Legal risks — Revocation right in respect of consumers and Linked or connected contracts (verbundene/zusammenhängende Verträge)") be subject to defences and set-off rights of the Obligors of such Purchased Receivable, provided that such rights (i) were in existence and due at the time of the assignment of such Purchased Receivable (section 404 BGB) or (ii) were acquired by the Obligor after such assignment without such Obligor having knowledge of the assignment at the time of acquiring the right or at the time when the right falls due (in cases where the right's maturity falls beyond the maturity of the respective claim under the Purchased Receivable) (section 406 BGB).

Each Obligor is entitled to set-off against the Issuer and the Trustee its claims, 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 Receivables themselves become due. These risks are mitigated because, as of the relevant Closing 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 Underlying Agreement. In the case of any misrepresentation of the Seller, however, Noteholders would become exposed to the risk that the Seller may be unable to pay the Repurchase Price or perform any other remedy in full. See "RISK FACTORS — Category 1: Risk relating to the Purchased Receivables — Reliance on representations and warranties" above.

For the purpose of notification of the Obligors in respect of the assignment of the Purchased Receivables, the Issuer or the Trustee or the Substitute Servicer will require data which are in the possession of the Data Trustee. Under the Data Trust Agreement, the Issuer or the Trustee is entitled to request delivery of the Decoding Key required to decrypt the required information from the Data Trustee under certain conditions upon a Data Release Event. However, the Issuer or the Trustee, or the Substitute Servicer might not be able to obtain such data in a timely manner as a result of which the notification of the Obligors may be considerably delayed. Until such notification has occurred, the Obligors may pay with discharging effect to the Seller or enter into any other transaction with regard to the Purchased Receivables which will have a binding effect on the Issuer and the Trustee.

13. Data protection

According to article 6 of the Regulation (EU) 2016/679 of 27 April 2016 (the "General Data Protection Regulation"), a transfer of a customer's personal data is permitted if (a) the data subject has given consent to the processing of his or her personal data for one or more specific purposes or (b) processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract or (c) processing is necessary for compliance with a legal obligation to which the controller is subject or (d) processing is necessary in order to protect the vital interests of the data subject or of another natural person or (e) processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller or (f) processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child, provided paragraph (f) shall not apply to processing carried out by public authorities in the performance of their tasks. The Issuer is of the view that the transfer of the Obligors' personal data in connection with the assignment of the rights under the Purchased Receivables relating to the respective Related Collateral and the other transactions provided for in, and contemplated by, the Transaction Documents is in compliance the General Data Protection Regulation in accordance with paragraph (f) above, as well as the German Data Protection Act (Bundesdatenschutzgesetz) and is necessary to maintain the legitimate interests of the Seller, the Servicer, the Issuer, the Corporate Administrator and the Trustee.

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The Transaction has been structured to comply with the General Data Protection Regulation and the German Data Protection Act (Bundesdatenschutzgesetz). The relevant Transaction Documents contain the provisions stipulating the control and the processing of the personal data of the Obligors by the Seller, the Servicer, the Issuer, the Corporate Administrator and the Trustee, e.g. (i) together with each Offer to be sent by the Seller to the Issuer, the Seller will also send a separate file to the Issuer containing the personal data relating to the Obligors which will be encrypted by using a suitable encryption method, (ii) on the Closing Date, the Seller will also send to the Data Trustee the Decoding Key required to decrypt the relevant file containing the Personal Data, and (iii) the Issuer and the Trustee have entered into a data processing agreement (Auftragsdatenverarbeitungsvereinbarung) under the Trust Agreement because, after the occurrence of an Obligor Notification Event, the Trustee might receive the Decoding Key from the Data Trustee and will then have access to the personal data of the Obligors which have been previously encrypted.

In addition, the Issuer has been advised that the protection mechanisms provided for in the Data Trust Agreement, the Receivables Purchase Agreement, the Trust Agreement, the Servicing Agreement and the Corporate Administration Agreement take into account the legitimate interests of the Obligors to prevent the processing and use of data by any of the Seller, the Servicer, the Issuer, the Corporate Administrator and the Trustee.

However, this data protection concept provided for in the above-mentioned Transaction Documents has not been tested in court and it cannot be ruled out that a German court would come to a different conclusion and, thus, that the Issuer could face administrative fines up to EUR 20,000,000, or in the case of an enterprise (Unternehmen), up to 4 per cent. of the total worldwide annual turnover of the preceding financial year (gesamter weltweit erzielter Jahresumsatzes des vorangegangenen Geschäftsjahrs), whichever is higher (cf. article 83 para. 6 of the General Data Protection Regulation). This could have an impact on the ability of the Issuer to pay principal and interest on the Notes.

To ensure that this Transaction will comply with future changes, interpretations or requirements under or in connection with the General Data Protection Regulation, the Trustee and the Issuer are entitled to change the Transaction Documents as well as the Terms and Conditions, in accordance with amendment provisions in the Transaction Documents and the Terms and Conditions, to comply with such requirements without the consent of any other Transaction Party, in particular without the consent of the Noteholders (see "TERMS AND CONDITIONS OF THE NOTES – Condition 15.1 (Amendments)".

14. Revocation right in respect of consumers

The provisions of the BGB with respect to consumer loans (Verbraucherdarlehen) apply to some of the Purchased Receivables. Consumers are defined as individuals acting for purposes relating neither to their commercial nor independent professional activities. Similarly, the German consumer loan legislation also applies to entrepreneurs who enter into the Underlying Agreements to take up a trade or self-employed occupation, unless the net loan amount or the cash price exceeds EUR 75,000 (Existenzgründer). About 86.25 per cent. of the Underlying Agreements underlying the Purchased Receivables will qualify as consumer loan contracts (Verbraucherdarlehen) and will therefore be subject to the consumer loan provisions of the BGB (in particular sections 491 et seqq.).

If the borrower is a consumer (or an entrepreneur who enters into the Underlying Agreements to take up a trade or self-employed occupation, unless the net loan amount or the cash price exceeds EUR 75,000), the borrower has the right to withdraw its consent to a consumer loan contract for a period of 14 days commencing with the conclusion of the consumer loan contract but not before the borrower has received further written information including information regarding such right of withdrawal (Widerrufsrecht) (sections 495, 355, 356b of the German Civil Code). If a consumer is not properly notified of its right of withdrawal or has not been provided with certain information about the lender and the contractual relationship created under the consumer loan, the consumer may withdraw its consent at any time during the term of the consumer loan contract. German courts have adopted strict standards with regard to the information and the notice to be provided to the consumer. Due to the strict standards applied by the courts, it cannot be excluded that a German court could consider the language and presentation used in certain Underlying Agreements as falling short of such standards.

Should an Obligor withdraw the consent to the relevant Underlying Agreement, the Obligor would be obliged to prepay the Purchased Receivable. Hence, the Issuer would receive interest under such Purchased Receivable for a shorter period of time than initially anticipated. In addition, depending on

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the specific circumstances, an Obligor may be able to successfully reduce the amount to be prepaid if it can be proven that the interest it would have paid to another lender had the relevant Underlying Agreement not been made, would have been lower than the interest paid under the relevant Underlying Agreement until the Obligor's withdrawal of its consent to the relevant Underlying Agreement (i.e., that the market interest rate was lower at that time) (see also "RISK FACTOR — Category 3: Legal risks —— Prepayment of loans" below).

15. Linked or connected contracts (verbundene/zusammenhängende Verträge)

If an Obligor is a consumer (or an entrepreneur who enters into the Underlying Agreements to take up a trade or self-employed occupation, unless the net loan amount or the cash price exceeds EUR 75,000) and the relevant vehicle or other goods or related services (e.g. payment protection insurance policies, extended warranties and/or service contracts) are financed in whole or in part by the Underlying Agreement, such Underlying Agreement and the related purchase agreement or other agreement may constitute linked contracts (verbundene Verträge) within the meaning of section 358 BGB. As a result, if such Obligor has any defences against the supplier of such vehicles or other goods or related services, such defences may also be raised as a defence against the Issuer's claim for payment under the relevant Underlying Agreement and, accordingly, the Obligor may deny the repayment of such part of the Loan Instalments as relates to the financing of the related vehicle or other goods or related services (section 359 BGB). Further, the withdrawal of the Obligor's consent to one of the contracts linked (verbunden) to the Underlying Agreement may also extend to such Underlying Agreement and such withdrawal may be raised as a defence against such Underlying Agreement. The notice providing information about the right of withdrawal must contain information about the aforementioned legal effect of linked contracts. In the event that a consumer is not properly notified of its right of withdrawal and such legal effect of linked contracts, the consumer may withdraw its consent to any of these contracts at any time during the term of these contracts (and may also raise such withdrawal as a defence against the relevant Underlying Agreement). If, for example, the purchase agreement for vehicles or other goods or the related services linked to a Underlying Agreement is invalid or has been rescinded, the Obligor has the right to refuse further payments under the relevant Underlying Agreement (section 359 BGB) and may in certain circumstances also request repayment of the amount already paid under the Underlying Agreement.

Even if a contract concluded in connection with an Underlying Agreement (e.g. an insurance policy, an extended warranty or a service contract) might not be qualified as a linked contract, there may be the risk that the relevant Underlying Agreement and the other contract might be considered as related contract (zusammenhängende Verträge) within the meaning of section 360 of the German Civil Code. If the consumer revokes such Underlying Agreement, such withdrawal also extends to the other contract. To the extent that the contract is an insurance policy, the same risks result from section 9 (2) of the German Insurance Contract Act (Versicherungsvertragsgesetz). In case any withdrawal by the Obligor of the related contract respectively related insurance would also cause the withdrawal of the related Underlying Agreement, there is also a risk that any defences (Einwendungen) in relation to the related contract respectively related insurance may also be used as defence against the related Underlying Agreement even though section 360(1) of the German Civil Code does not refer to section 359 of the German Civil Code which stipulates the relevance of defences in the context of linked contracts.

Should an Obligor withdraw the consent to the relevant Underlying Agreement, the Obligor would be obliged to prepay the Purchased Receivable. Hence, the Issuer would receive interest under such Purchased Receivable for a shorter period of time than initially anticipated. In addition, depending on the specific circumstances, an Obligor may be able to successfully reduce the amount to be prepaid if it can be proven that the interest it would have paid to another lender had the relevant Underlying Agreement not been made, would have been lower than the interest paid under the relevant Underlying Agreement until the Obligor's withdrawal of its consent to the relevant Underlying Agreement (i.e., that the market interest rate was lower at that time) (see also "RISK FACTOR — Category 3: Legal risks —— Prepayment of loans" below).

16. Prepayment of loans

Pursuant to section 500(2) BGB, the borrower may in case of a consumer loan contract prepay the loan (vorzeitige Rückzahlung) in whole or in part at any time. In addition, the borrower may terminate the loan agreement at any time without observing a notice period for good cause (aus wichtigem Grund). Moreover, the content of a consumer loan contract is subject to certain formal minimum details, including with respect to term and termination rights or maturity date (sections 494 et seqq. BGB), lack of which

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may grant the borrower a right to terminate the consumer loan contract at any time. A borrower may also be entitled to terminate a consumer loan contract if the agreed interest rates are adjusted to market rates due to the lender's breach of its obligation to conduct a credit assessment with respect to the borrower (sections 505d(1), 505a(1) BGB). In the event of a prepayment, the Issuer would receive interest on such loan for a shorter period of time than initially anticipated.

The Underlying Agreements provide for an obligation of the Obligor to pay a prepayment penalty (Vorfälligkeitsentschädigung) in accordance with section 502 BGB. In the event of a termination and prepayment of a loan, the Issuer would therefore be entitled to claim compensation from the Obligor for the interest which would have been payable by the Obligor on the prepaid amount had such amount been outstanding for the remainder of the term of the loan pursuant to and as provided for in section 502 BGB. In accordance with section 502(3) BGB, such prepayment penalty may not exceed the following amounts: (i) 1 per cent. or, if the period between the prepayment and the agreed repayment date (vereinbarte Rückzahlung) is no longer than one year, 0.5 per cent. of the prepaid amount; and (ii) the amount of interest that the borrower would have paid for the period between the prepayment and the agreed repayment date. The prepayments of loans would, inter alia, reduce the Final Excess Spread following such prepayments.

17. Reduction of interest rate on Underlying Agreements

Pursuant to section 494 (2) BGB, the interest rate under an Underlying Agreement entered into with a consumer is reduced to the statutory interest rate if the Underlying Agreement does not state the applicable interest rate (Sollzinssatz), the effective annual rate of interest (effektiver Jahreszins) or the total amount (Gesamtbetrag). If the effective annual rate of interest (effektiver Jahreszins) is understated, the interest rate applicable to the Underlying Agreement is reduced by the percentage amount by which the effective annual rate of interest (effektiver Jahreszins) is understated (section 494 (3) BGB).

The risk of such reduction of collection of interest on an Underlying Agreement is mitigated by the obligation of the Seller under the Receivables Purchase Agreement to repurchase each Purchased Receivable which has not been created in compliance with all applicable laws, rules and regulations (in particular with respect to consumer protection). Correspondingly, investors rely on the creditworthiness of the Seller in this respect and the ability of the Issuer to make payments on the Notes may be adversely affected if no corresponding payments are made by the Seller as such obligation of the Seller is unsecured.

18. Non-petition and limited recourse clauses

Non-petition, exclusion of liability and limited recourse clauses may be held invalid in certain circumstances under German law. Liability arising out of wilful misconduct (Vorsatz) and/or, in certain circumstances, gross negligence (grobe Fahrlässigkeit) or, insofar as material obligations and duties are concerned, other negligent breaches of duty cannot be validly excluded or limited in advance. In addition, where the relevant limited recourse, exclusion of liability and non-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 that a disparity of bargaining power does not apply in securitisation transactions in which all parties involved are corporate entities with sufficient economic and intellectual resources and that the non-petition clauses reinforce the intended transactional mechanics of the Transaction and the intended allocation of risk. The relevant limited recourse, exclusion of liability and non-petition clauses are in the interest of all parties to the Transaction Documents who are parties to agreements containing limited recourse, exclusion of liability and non-petition clauses and should not lead to an imbalance of benefits as between the parties to the Transaction Documents which would be required for holding such clauses null and void.

The Luxembourg Securitisation Law recognises non-petition and limited recourse clauses. As a consequence, the rights of the parties to the Transaction Documents are limited to the assets allocated to Compartment 3. The Issuer will not be obliged to make any further payments to any party to the Transaction Documents in excess of the amounts received upon the realisation of the assets allocated to

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Compartment 3. In case of any shortfall, the claims of the parties to the Transaction Documents will be extinguished. No such party will have the right to petition for the winding-up, the liquidation or the bankruptcy of the Issuer as a consequence of any shortfall.

The Noteholders may be exposed to competing claims of other creditors of the Issuer, the claims of which have not arisen in connection with the creation, the operation or the liquidation of Compartment 3, if foreign courts, which have jurisdiction over assets of the Issuer allocated to Compartment 3, do not recognize the segregation of assets as provided for in the Luxembourg Securitisation Law.

19. Termination for good cause

As a general principle 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 Documents to terminate for good cause.

20. Resolutions of Noteholders

The Notes provide for resolutions of Noteholders of any Class of Notes to be passed by vote taken without meetings. Each Noteholder is subject to the risk of being outvoted. As resolutions properly adopted are binding on all Noteholders of such Class of Notes, certain rights of such Noteholder against the Issuer under the Conditions may be amended or reduced or even cancelled.

21. Noteholder's Representative

If the Noteholders of any Class of Notes appoint a Noteholders' representative (as such term is defined in the Conditions) by a majority resolution of the Noteholders, it is possible that a Noteholder may lose, in whole or in part, its individual right to pursue and enforce its rights under the Conditions against the Issuer, such right passing to the Noteholders' representative who is then exclusively responsible to claim and enforce the rights of all the Noteholders of such Class of Notes.

22. Limitation of time

Claims arising from a bearer note (Inhaberschuldverschreibung), i.e. claims to principal, cease to exist with the expiration of five years after the Legal Maturity Date, unless the bearer note is submitted to the Issuer for redemption prior to the expiration of five years after the Legal Maturity Date. In the case of such a submission, the claims will be time-barred in two years beginning with the end of the period for presentation (ending five years after the Legal Maturity Date in accordance with the Conditions). The commencement of judicial proceedings in respect of the claim arising from a bearer note has the same effect as a presentation of such bearer note.

23. Volcker Rule

Under section 619 of the US Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) and the corresponding implementing rules (the "Volcker Rule"), US banks, foreign banks with US branches or agencies, bank holding companies, and their affiliates (collectively, the "Relevant Banking Entities" as defined under the Volcker Rule) are prohibited from, among other things, acquiring or retaining any ownership interest in, or acting as sponsor in respect of, certain investment entities referred to in the Volcker Rule as covered funds, except as may be permitted by an applicable exclusion or exception from the Volcker Rule. In addition, in certain circumstances, the Volcker Rule restricts relevant banking entities from entering into certain credit exposure related transactions with covered funds.

Key terms are widely defined under the Volcker Rule, including "banking entity", "ownership interest", "sponsor" and "covered fund". In particular, "banking entity" is defined to include certain non-US affiliates of US banking entities. A "covered fund" is defined to include an issuer that would be an investment company under the Investment Company Act 1940 but is exempt from registration solely in reliance on section 3(c)(1) or 3(c)(7) of that Act, subject to certain exemptions found in the Volcker Rule's implementing regulations. An "ownership interest" is defined to include, among other things, interests arising through a holder's exposure to profits and losses in the covered fund.

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The Issuer is of the view that it is not a "covered fund" within the meaning of the Volcker Rule. If, however, the Issuer were deemed to be a "covered fund" and the Notes were deemed to constitute an "ownership interest" in the Issuer, the Volcker Rule and its related regulatory provisions, will restrict the ability of "banking entities" to hold an "ownership interest" in the Issuer or enter into certain credit related financial transactions with the Issuer. This may be materially and adversely affect the liquidity of the market for the Notes. The Volcker Rule and any similar measures introduced in another relevant jurisdiction may, in addition, have a negative impact on the price and liquidity of the Notes in the secondary market.

The federal agencies responsible for implementing, interpreting and enforcing the Volcker Rule have recently adopted amendments to the rules implementing the Volcker Rule. These amendments, effective on 1 October 2020, generally simplify and loosen certain of the restrictions on banking entities' ownership and involvement with covered funds. However, the Volcker Rule's prohibitions could negatively impact the liquidity and value of the Notes. Each investor must determine for itself whether it is a "banking entity" subject to regulation under the Volcker Rule and should consult its own legal advisors and consider the potential impact of the Volcker Rule in respect of a prospective investment in the Notes. None of the Issuer, the Arranger, the Lead Manager, the Seller or the Trustee makes any representation regarding: (i) the status of the Issuer under the Volcker Rule or (ii) the ability of any purchaser to acquire or hold the Notes, now or at any time in the future.

Category 4: Tax risks

This subsection should be read in conjunction with the section entitled "TAXATION" where more detailed information is given. Prospective purchasers of the Notes are advised to consult their own tax advisers as to the tax consequences of subscribing, purchasing, holding and disposing of the Notes under the tax laws of the country in which they are residents.

24. No gross-up for Taxes

If required by law, any payments under the Notes will only be made after deduction of any applicable withholding taxes and other deductions. The Issuer will not be required to pay additional amounts in respect of any withholding or other deduction for or on account of any present or future taxes or other duties of whatever nature. See "TERMS AND CONDITIONS OF THE NOTES — Condition 12 (Taxation)".

25. Anti-Tax Avoidance Directive

On 8 August 2016, the Council Directive (EU) 2016/1164 of 12 July 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (the "Anti-Tax Avoidance Directive" or "ATAD") entered into force. Among other measures, the Anti-Tax Avoidance Directive contains a limitation on interest deductibility of interest costs in excess of the higher of (a) EUR 3,000,000 or (b) 30 per cent. of an entity's earnings before interest, tax, depreciation and amortisation (EBITDA). However, the restriction on interest deductibility would only be in respect of the amount by which the borrowing costs exceed "interest revenues and other equivalent taxable revenues from financial assets". The Anti-Tax Avoidance Directive was implemented in Luxembourg by a law dated 21 December 2018 (the "ATAD Luxembourg Law"). The ATAD Luxembourg Law entered into force on 1 January 2019 (for most of the dispositions) and is applicable to securitisations issuance which occurred on or after this date. However, according to Luxembourg ATAD Law, securitisation companies in the meaning of article 2(2) of the Securitisation Regulation are out of scope of the interest deduction limitation rules. As the Issuer falls within the scope of the Securitisation Regulation, the interest deduction limitation rules, pursuant to the ATAD Luxembourg Law, should not apply to the Issuer.

On 14 May 2020, the European Commission sent a formal notice to the Luxembourg authorities requesting the Grand Duchy of Luxembourg to correctly transpose the interest deduction limitation rules deriving from ATAD, thereby challenging the scope of the exemption created pursuant to the ATAD Luxembourg Law. The European Commission considers that securitisation special purpose entities (SSPEs) within the meaning of the Securitisation Regulation do not qualify as exempted "financial undertakings" in the sense of ATAD and, accordingly, should not be excluded from the scope of application of the interest deduction limitation rules foreseen by the ATAD Luxembourg Law.

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As at the date of this Offering Circular, it is not known how the Luxembourg authorities will react to the notice received by the European Commission. Should the ATAD Luxembourg Law be amended to exclude SSPEs from the scope of financial undertakings in the sense of ATAD, the Issuer will become subject to the interest deduction limitation rule foreseen by the ATAD Luxembourg Law, thereby potentially affecting the tax position of the Issuer and the return on the Notes.

26. US Tax law

The Foreign Account Tax Compliance Act ("FATCA") imposes a reporting regime and potentially a 30 per cent. withholding tax with respect to certain payments to any non-US financial institution (a foreign financial institution, or "FFI" (as defined by FATCA)) that (i) does not become a "Participating FFI" by entering into an agreement with the US Internal Revenue Service ("IRS") to provide certain information on its account holders or (ii) is not otherwise exempt from or in deemed-compliance with FATCA (including by complying with the requirements of an applicable FATCA intergovernmental agreement). The withholding regime applies currently for payments received from sources within the United States and will apply to "foreign pass-through payments" (a term not yet defined) no earlier than two years after the date on which final US regulations defining "foreign pass-thru payments" are published. For these purposes, FATCA includes (i) sections 1471 through 1474 of the US Internal Revenue Code (the "Code"), related regulations, administrative guidance and practices, (ii) an agreement entered into with the IRS pursuant to such sections of the Code, and (iii) an intergovernmental agreement between the United States and another jurisdiction in furtherance of such sections of the Code (including any non-US laws implementing such an intergovernmental agreement).

Investors should be aware that the discussion above reflects recently proposed US Treasury regulations ("Proposed FATCA Regulations") which delay the effective date for withholding on foreign passthru payments and eliminate FATCA withholding on gross proceeds from, or final payments, redemptions, or other principal payments made in respect of, the disposition of an obligation that may produce US source interest or dividends. The US Treasury have indicated that taxpayers may rely on the Proposed FATCA Regulations until final regulations are issued. The discussion above assumes that the Proposed FATCA Regulations will be finalised in their current form and that such final regulations will be effective retroactively.

On 28 March 2014, the Grand-Duchy of Luxembourg entered into a Model 1 Intergovernmental Agreement ("IGA") with the United States of America which has been transposed into Luxembourg Law by the law of 24 July 2015 (the "FATCA Law").

As the Issuer is likely to qualify as a FFI, it has to collect information aiming to identify its direct shareholders and debt holders (including note holders) (together the "FATCA Investors") that are Specified US Persons, certain non-US entities with one or more Controlling Person(s) which are Specified US Persons, and Non-Participating FFIs (as defined in the IGA) for FATCA purposes ("reportable accounts"). Some information on reportable accounts (including nominative and financial information) may be annually reported by the Issuer to the Luxembourg tax authorities which will exchange that information on an automatic basis with the Government of the United States of America.

FATCA may affect payments made to custodians or intermediaries leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA), provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. The Issuer's obligations under the Notes are discharged once it has made payment to, or to the order of, the common depositary or common safekeeper for the ICSDs and the Issuer has therefore no responsibility to make additional payments for any amount thereafter transmitted through the ICSDs and custodians or intermediaries.

Application of FATCA is uncertain. The above description is based in part on proposed regulations and official guidance, all of which are subject to change or may be implemented in a materially different form.

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Category 5: Structural and other credit risks

27. Liability under the Notes

The Notes will be contractual obligations of the Issuer solely in respect of Compartment 3 of the Issuer. The Notes will not be obligations or responsibilities of, or guaranteed by, any of the Seller, the Servicer (if different), the Trustee, the Cash Administrator, the Data Trustee, the Account Bank, the Paying Agent, the Calculation Agent, the Lead Manager, the Common Safekeeper or any of their respective Affiliates or any Affiliate of the Issuer or any other party to the Transaction Documents (other than the Issuer solely in respect of its Compartment 3) or any other third person or entity other than the Issuer. Furthermore, no person other than the Issuer solely in respect of Compartment 3 will accept any liability whatsoever to the Noteholders in respect of any failure by the Issuer to pay any amount due under the Notes. The Issuer will not be liable whatsoever to the Noteholders in respect of any of its Compartments (or assets relating to such Compartments) other than Compartment 3.

All payment obligations of the Issuer under the Notes constitute exclusively obligations to pay out the Available Distribution Amount in accordance with the applicable Priority of Payments. If, following enforcement of the Security, the Available Distribution Amount prove ultimately insufficient, after payment of all claims ranking in priority to amounts due under the Notes, to pay in full all principal and other amounts whatsoever due in respect of the Notes, any shortfall arising will be extinguished and the 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 Security by the Trustee is the only remedy available to the Noteholders for the purpose of recovering amounts payable in respect of the Notes. Such assets and the Available Distribution Amount 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 Noteholders, and neither assets nor proceeds will be so available thereafter.

28. Limited resources of the Issuer

The Issuer is a special purpose entity incorporated under and governed by the laws of Luxembourg and is subject to the Luxembourg Securitisation Law and, in respect of Compartment 3, with no business operations other than the issue of the Notes, the purchase and financing of the Purchased Receivables secured by the Related Collateral as well as the entry into related Transaction Documents. Assets and proceeds of the Issuer in respect of Compartments other than Compartment 3 will not be available for payments under the Notes. Therefore, the ability of the Issuer to meet its obligations under the Notes is conditional and will depend, inter alia, upon receipt of:

(a) the Collections;

(b) the amount standing to the credit of the General Reserve Ledger, including any interest accrued on such account during the Relevant Collection Period;

(c) the amount standing to the credit of the Replenishment Ledger, including any interest accrued on such account during the Relevant Collection Period;

(d) the amount standing to the credit of the Commingling Reserve Ledger upon the occurrence of a Servicer Termination Event, to the extent necessary to cover any Shortfalls; and

(e) any other amount (excluding Collections) standing to the credit of the Operating Ledger, including any interest accrued on the Operating Ledger during the Relevant Collection Period.

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

29. Insolvency of Koromo S.A.

Although Koromo S.A. will contract on a "limited recourse" and "non-petition" basis as noted above, it cannot be excluded as a risk that the assets of Koromo S.A. (that is, its aggregate assets allocated to its Compartments plus any other assets it may own) will become subject to bankruptcy proceedings.

Koromo S.A. is a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, has its centre of main interest (centre des intérêts principaux) (for the

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purposes of Council Regulation (EU) 2015/848 of the European Parliament and of the Council of 29 May 2015 on Insolvency Proceedings (recast), as amended, restated or supplemented) in Luxembourg, has its registered office in Luxembourg and is managed by its board of directors, each of which is professionally residing in Luxembourg. Accordingly, bankruptcy proceedings with respect to Koromo S.A. may proceed under, and be governed by, the insolvency laws of Luxembourg.

Under Luxembourg law, a company is bankrupt (en faillite) when it is unable to meet its current liabilities and when its creditworthiness is impaired. In particular, under Luxembourg bankruptcy law, certain payments made, as well as other transactions concluded or performed by the bankrupt party during the so-called "suspect period" (période suspecte) may be subject to cancellation by the bankruptcy court. Whilst the cancellation is compulsory in certain cases, it is optional in other cases. The "suspect period" is the period that lapses between the date of cessation of payments (cessation de paiements), as determined by the bankruptcy court, and the date of the court order declaring the bankruptcy. The "suspect period" cannot exceed six months.

Under article 445 of the Luxembourg Code of Commerce: (a) a contract for the transfer of movable or immovable property entered into or carried out without consideration, or a contract or transaction entered into or carried out with considerably insufficient consideration for the insolvent party; (b) a payment, whether in cash or by transfer, assignment, sale, set-off or otherwise for debts not yet due, or a payment other than in cash or bills of exchange for debts due or (c) a contractual or judiciary mortgage, pledge, or charge on the debtor's assets for previously contracted debts, would each be unenforceable against the bankruptcy estate if carried out during the suspect period or ten days preceding the suspect period.

According to article 61(4) second paragraph of the Luxembourg Securitisation Law and without prejudice to the provisions of the law of 5 August 2005 on financial collateral arrangements, the validity and perfection of each of the security interests mentioned under item (c) in the above paragraph cannot be challenged by a bankruptcy receiver with respect to article 445 of the Luxembourg Code of Commerce and such security interests are hence enforceable even if they were granted by the company during the suspect period or ten days preceding the suspect period. However, article 61(4) second paragraph of the Luxembourg Securitisation Law is only applicable if (i) the articles of association of the company granting the security interests are governed by the Luxembourg Securitisation Law and (ii) the company granted the respective security interest no later than the Closing Date of the securities or at the conclusion of the agreements secured by such security interest.

Under article 446 of the Luxembourg Code of Commerce, any payments made by the bankrupt debtor for matured debt in the suspect period may be rescinded if the creditor was aware of the cessation of payment of the debtor.

Under article 448 of the Luxembourg Code of Commerce, transactions entered into by the bankrupt debtor with the intent to deprive its creditors are null and void (article 448 of the Code of Commerce) and can be challenged by a bankruptcy receiver without limitation of time.

Koromo S.A. can be declared bankrupt upon petition by a creditor of Koromo S.A. or at the initiative of the court or at the request of Koromo S.A. in accordance with the relevant provisions of Luxembourg insolvency laws. The conditions for opening bankruptcy proceedings are the stoppage of payments (cessation des paiements) and the loss of commercial creditworthiness (ébranlement du crédit commercial). The failure of controlled management proceedings may also constitute grounds for opening bankruptcy proceedings. If the above mentioned conditions are satisfied, the Luxembourg court will appoint a bankruptcy receiver (curateur) who shall be the sole legal representative of Koromo S.A. and obliged to take such action as it deems to be in the best interests of Koromo S.A. and of all creditors of Koromo S.A. Certain preferred creditors of Koromo S.A. (including the Luxembourg tax authorities) may have a privilege that ranks senior to the rights of the Noteholders in such circumstances. Other bankruptcy proceedings under Luxembourg law include controlled management and moratorium of payments (gestion contrôlée et sursis de paiement) of Koromo S.A., composition proceedings (concordat) and judicial liquidation proceedings (liquidation judiciaire).

In any such circumstances, there is a risk that the Noteholders will ultimately not receive the full principal amount of the Notes and/or interest thereon.

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30. Subordination of the Class B Compartment 3 Notes

Prior to the satisfaction of the Enforcement Conditions, the Class B Compartment 3 Notes bear a greater risk than the Class A Compartment 3 Notes because payment of principal on the Class B Compartment 3 Notes is subordinated to the payment of principal on the Class A Compartment 3 Notes in accordance with the Pre-Enforcement Priority of Payments as further described in this Offering Circular.

See "TERMS AND CONDITIONS OF THE NOTES — Condition 7 (Pre-Enforcement Priority of Payments)" and "TERMS AND CONDITIONS OF THE NOTES — Condition 9 (Post-Enforcement Priority of Payments)".

31. Ratings of the Class A Compartment 3 Notes

The ratings assigned to the Class A Compartment 3 Notes by the Rating Agencies take into consideration the structural and legal aspects associated with the Class A Compartment 3 Notes and the underlying Purchased Receivables, the credit quality of the Purchased Receivables and the Related Collateral, the extent to which the Obligors' payments under the Purchased Receivables are adequate to make the payments required under the Class A Compartment 3 Notes as well as other relevant features of the structure, including, inter alia, the credit quality of the 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 Class A Compartment 3 Notes addresses the likelihood of full and timely payment of interest to the Noteholder of the Class A Compartment 3 Notes and ultimate payment of principal on the Legal Maturity Date of the Class A Compartment 3 Notes. Rating organisations other than the Rating Agencies may seek to rate the Class A Compartment 3 Notes and, if such "shadow ratings" or "unsolicited ratings" are lower than the comparable ratings assigned to the Class A Compartment 3 Notes by the Rating Agencies, such shadow or unsolicited ratings could have an adverse effect on the value of the Class A Compartment 3 Notes. Future events, including events affecting the Account Bank, the Seller and the Servicer (if different) could also have an adverse effect on the ratings of the Class A Compartment 3 Notes. Such risk, however, is partly mitigated, as the Account Bank is obliged to transfer its obligations to another eligible third party with the Required Ratings if it ceases to have the Required Ratings (as the case may be) which will have an adverse effect on the ratings of the Class A Compartment 3 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 Class A Compartment 3 Notes should be evaluated independently from similar ratings on other types of securities. There is no assurance that the ratings of the Class A Compartment 3 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 Class A Compartment 3 Notes by the Rating Agencies are subsequently withdrawn or lowered for any reason, no person or entity is obliged to provide any additional support or credit enhancement to the Class A Compartment 3 Notes.

Credit rating agencies review their rating methodologies on an ongoing basis, also taking into account recent legal and regulatory developments and there is a risk that changes to such methodologies would adversely affect credit ratings of the Class A Compartment 3 Notes even where there has been no deterioration in respect of the criteria which were taken into account when such ratings were first issued.

Rating agencies and their ratings are subject to Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies (as amended, restated or supplemented, "CRA Regulation") providing, inter alia, for requirements as regards the use of ratings for regulatory purposes of banks, insurance companies, reinsurance undertakings, and institutions for occupational retirement provision, the avoidance of conflict of interests, the monitoring of the ratings, the registration of rating agencies and the withdrawal of such registration as well as the supervision of rating agencies. If a registration of a rating agency is withdrawn, ratings issued by such rating agency may not be used for regulatory purposes. The list of registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Further, pursuant to article 8d(1) of the CRA Regulation, where an issuer or a related third party intends to appoint at least two credit rating agencies for the credit rating of the same issuance or entity, the issuer or a related third party shall consider appointing at least one credit rating agency with no more than 10 per cent. of the total market share, which can be evaluated by the issuer or a related third party as capable of rating the

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relevant issuance or entity, provided that, based on ESMA's list, there is a credit rating agency available for rating the specific issuance or entity. Where the issuer or a related third party does not appoint at least one credit rating agency with no more than 10 per cent. of the total market share, this shall be documented. The Issuer has appointed DBRS and S&P, each of which is established in the EEA and is registered under the CRA Regulation, is listed in the latest update of the list of registered credit rating agencies on 14 November 2019 published on the website of ESMA and has a market share of over 10 per cent. The decision to appoint each of DBRS and S&P has been documented. As there is no guidance on the requirements for any such documentation, there remains some uncertainty whether the Issuer's documentation efforts will be considered sufficient for these purposes and what the consequences of any non-compliance may be for investors in the Class A Compartment 3 Notes. Prospective investors should consult their own professional advisers to assess the effects of such EU regulations on their investment in the Class A Compartment 3 Notes.

32. Basel capital accord and regulatory capital requirements

In Europe, the US and elsewhere there is increased political and regulatory scrutiny of the asset-backed securities industry. This has resulted in a raft of measures for increased regulation which are currently at various stages of implementation and which may have an adverse impact on the regulatory position for certain investors in securitisation exposures and/or on the incentives for certain investors to hold asset-backed securities, and may thereby affect the liquidity of such securities. Investors in the Notes are responsible for analysing their own regulatory position and none of the Issuer, the Lead Manager, the Arranger or the Seller make any representation to any prospective investor or purchaser of the Notes regarding the regulatory treatment of their investment on the Closing Date or at any time in the future.

General

The regulatory capital framework published by the Basel Committee on Banking Supervision (the "Basel Committee") in 2006 (the "Basel II Framework") has not been fully implemented in all participating countries. The implementation of the framework in relevant jurisdictions may affect the risk-weighting of the Notes for investors who are or may become subject to capital adequacy requirements that follow the framework.

The Basel Committee has subsequently approved significant changes and extensions to the Basel II Framework (such changes and extensions being commonly referred to as "Basel III"), including new capital and liquidity requirements intended to reinforce capital standards and to establish minimum liquidity standards for credit institutions. In particular, the changes refer to, amongst other things, new requirements for the capital base (including an increase in the minimum Tier 1 capital requirement), measures to strengthen the capital requirements for counterparty credit exposures arising from certain transactions and the introduction of a leverage ratio as well as short-term and longer-term standards for funding liquidity (the latter being referred to as the "Liquidity Coverage Ratio" and the "Net Stable Funding Ratio", respectively). The European Union authorities have now incorporated the Basel III framework into EU law, primarily through Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (Capital Requirements Directive - "CRD") and the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation - "CRR") known as the "CRD IV Package", which generally entered into application in the EU on 1 January 2014. It should be noted that, whilst the provisions of the CRD were required to be incorporated into the domestic law of each EU member state, the CRR has direct effect, and does not need to be implemented into the relevant national law.

Additionally, in accordance with article 460 of the CRR, on 17 January 2015, the Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 to supplement Regulation (EU) No 575/2013 of the European Parliament and the Council with regard to liquidity coverage requirement for Credit Institutions (the "LCR Regulation") was published in the Official Journal of the European Union; this subsequently entered into application on 1 October 2015. The LCR Regulation sets out assumed asset inflow and outflow rates to better reflect actual experience in times of stress. Further, it sets out the EU application of the Liquidity Coverage Ratio, and defines specific criteria for assets to qualify as "high quality liquid assets", the market value of which shall be used by credit institutions for the purposes of calculating their relevant Liquidity Coverage Ratio. As the LCR Regulation is relatively new, and given

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the lack of EU-level guidance on the interpretation of the LCR Regulation, no assurance can be given as to whether the Notes qualify as high quality liquid assets in each participating country and the Issuer makes no representation as to whether such criteria are met by the Notes. It should also be noted that, although the Liquidity Coverage Ratio entered into general application with the remainder of the LCR Regulation on 1 October 2015, under certain transitional provisions the minimum liquidity coverage requirement was only initially 60 per cent., before rising in stages to reach 100 per cent. on 1 January 2018. The Net Stable Funding Ratio was also expected to enter into general application in January 2018; however, this has not yet occurred and is now likely to form part of CRR II, as referred to below.

LCR Delegated Regulation and Amended LCR Delegated Regulation

In January 2015, the Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 regarding the liquidity coverage requirements had been published in the Official Journal of the European Union ("LCR Delegated Regulation"). The Liquidity Cover Ratio under the LCR Delegated Regulation applies since 1 October 2015. The LCR Delegated Regulation also sets out requirements for so-called "Level 2B Assets" (as set forth in article 13 of the LCR Delegated Regulation).

Pursuant to the LCR Delegated Regulation, the market value of "Level 2B Assets" securitisations backed by commercial loans, leases and credit facilities to undertakings established in a Member State to finance capital expenditures or business operations other than the acquisition or development of commercial real estate, provided that at least 80 per cent. of the borrowers in the pool in terms of portfolio balance are small and mediumsized enterprises at the time of issuance of the securitisation, and none of the borrowers is an institution as defined in Article 4(1)(3) of Regulation (EU) No 575/2013 shall be subject to a minimum haircut of 25 per cent. However, with respect to the Notes there can be no assurance that such requirements will be met or will be accepted by the competent authorities to have been fulfilled for the purposes set forth in the LCR Delegated Regulation and, accordingly, investors are required to independently assess and determine the suitability of their investment in the Notes for their respective purpose. None of the Issuer, the Seller, the Lead Manager or the Arranger makes any representation that the information described above is sufficient in all circumstances for such purposes.

On 13 July 2018, the European Commission adopted revisions to Delegated Regulation (EU) 2015/61 for the Liquidity Cover Ratio. The adopted revisions were published in the Official Journal of the European Union on 30 October 2018 and came into force on 19 November 2018. The adopted revisions will apply from 30 April 2020 (the "Amended LCR Delegated Regulation"). Under the adopted revisions, certain securitisations which would currently be eligible as high quality liquid assets for the purposes of Liquidity Coverage Ratio would likely cease to be so eligible following the application date of the revised delegated regulations unless they are at such time classified as simple, transparent and standardised (STS) securitisations within the meaning of the Securitisation Regulation. This may result in a much higher minimum haircut than of 25 per cent. or mean that the Notes may not qualify as liquid asset at all under the Amended LCR Delegated Regulation.

Investors should make themselves aware of the consequences of investing in a non-STS securitisation transaction. Investors who are uncertain as to those consequences should seek guidance from their regulator and/or independent legal advice on the issue. Although the Transaction has been structured to comply with the requirements for simple, transparent and standardised securitisations transactions as set out in articles 20, 21 and 22 of the Securitisation Regulation and has been certified as such by STS Verification International GmbH, no guarantee can be given that the Transaction maintains this status throughout its lifetime and prospective investors should verify the current status of the Class A Compartment 3 Notes on website of the European Securities and Markets Authority. Please see under "RISK FACTORS — Category 5: Structural and other credit risks — Securitisation Regulation – EU risk retention, EU transparency requirements, simple, transparent and standardised securitisations and due diligence requirements".

CRR Amending Regulation, Basel IV and Banking Reform Package

On 28 December 2017, Regulation (EU) 2017/2401 of the European Parliament and of the Council amending the CRR (the "CRR Amending Regulation") was published in the Official Journal and applies since 1 January 2019, except that certain previous provisions continue to apply for a certain grace period thereafter.

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The CRR Amending Regulation applies to banks and investment firms who are required to calculate capital charges on securitisation positions, whether as originator, sponsor, or investor, and also in the role of transaction parties who assume credit risk on securitised exposures (such as certain liquidity facility and credit support or swap providers). The CRR Amending Regulation implements changes to the CRR on the basis of the revised securitisation framework developed by the Committee. In particular, the changes include to make, inter alia, capital requirements with respect to securitisation exposures more prudent and risk sensitive and at the same time serve to reduce mechanic reliance on external credit ratings. The changes also include, amongst other things, (i) a revised hierarchy of approaches of risk evaluation and capital assignment applicable to certain types of securitisation exposures, (ii) revised ratings based approach and modified supervisory formula approach incorporating additional risk drivers (such as maturity), which are intended to create a more risk-sensitive and prudent calibration, and (iii) new approaches, such as a simplified supervisory approach and different applications of the concentration ratio based approach. Investors should carefully consider (and, where appropriate, take independent advice) the changes introduced by the CRR Amending Regulation, in particular, the effects of the change (and likely increase) to the capital charges associated with an investment in the Notes. Securitisations which fulfil the criteria for so-called "simple, transparent and standardised" ("STS") securitisations under the Securitisation Regulation will qualify for favourable capital treatment only if they meet additional requirements on top of those set out in the Securitisation Regulation. Also, investors should note that, on 1 June 2018, the European Commission published a Delegated Regulation ((EU) 2018/1221) it has adopted which amends the Regulation (EU) 2015/35 as regards the calculation of regulatory capital requirements for securitisations and simple, transparent and standardised securitisations held by insurance and reinsurance undertakings. It should be noted that a new set of regulatory technical standards is required and being implemented to add detail to the CRR Amending Regulation, the impact of which continues to be difficult to predict.

On 7 December 2017, the Committee's oversight body, the Group of Central Bank Governors and Heads of Supervision ("GHOS"), endorsed the outstanding Basel III regulatory reforms which are commonly referred to as "Basel IV". The document concludes the proposals and consultations on-going since 2014 in relation to credit risk, credit value adjustment ("CVA") risk, operational risk, output floors and leverage ratio. The key objective of the revisions is to reduce excessive variability of risk-weighted assets (RWAs). The reforms include the following elements: revised standardised approach for credit risk, which will improve the robustness and risk- sensitivity of the existing approach, revisions to the internal ratings-based approach for credit risk, where the use of the most advanced internally modelled approaches for low-default portfolios will be limited, revisions to the CVA framework, including the removal of the internally modelled approach and the introduction of a revised standardised approach and revised standardised approach for operational risk, which will replace the existing standardised approaches and the advanced measurement approaches. On 14 January 2019, the GHOS endorsed a set of revisions to the market risk framework and the Committee's strategic priorities and work programme for 2019. A revised standard for Minimum Capital Requirements for Market Risk was published on 14 January 2019 and a corrected version (to address typos in the standard) was then uploaded on 25 February 2019. This revised standard comes into effect on 1 January 2022 (with the output floor phased in from 2022 to 1 January 2027). The Basel Committee has also published an explanatory note along with the standard, to provide a non-technical description of the overall market risk framework, the changes that have been incorporated into in new version of the framework and impact of the framework.

On 23 November 2016, the European Commission published proposals to amend (i) the CRD IV, (ii) the CRR, (iii) Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (the "Banking Recovery and Resolution Directive" – "BRRD") and (iv) Regulation (EU) No 806/2014 of the European Parliament and of the Council (the "SRM Regulation" or "SRMR") (these proposals combined the "Banking Reform Package"). On 4 December 2018, final agreement on the Banking Reform Package has been reached in the European Parliament and Council. On 15 February 2019, this compromise text has been adopted by the Committee of Permanent Representatives. On 16 April 2019, the European Parliament approved the Banking Reform Package. Subsequently, the Banking Reform Package was published in the Official Journal of the European Union in early June 2019 and entered into force on 27 June 2019. The majority of the new rules will apply from 28 June 2021. Once fully applicable or implemented, as the case may be, this will make it more difficult to fulfil capital and other regulatory requirements (see in this regard also the risk factor "RISK FACTORS — Category 5: Structural and other credit risks — Bail-in instrument and other restructuring and resolution measures" below).

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The CRR, the CRR Amending Regulation, the Banking Reform Package as well as any implementing legislation or (as the case may be) the Basel III framework and its amendments could affect the risk-based capital treatment of the Notes for investors which are subject to bank capital adequacy requirements under these provisions or implementing measures. Accordingly, the upcoming changes may have an impact on incentives to hold the Notes for investors that are subject to requirements that follow the revised framework and, as a result, they may affect the liquidity and/or value of the Notes.

It is reasonable to expect further amendments to the Basel framework also having effect on German national legislation (e.g. the KWG), the CRD IV and the CRR in the near and medium term future, and there is no assurance that the regulatory capital treatment of the Notes for investors will not be affected by any future change to the Basel framework, the CRD IV or the CRR.

In general, investors should consult their own advisers as to the regulatory capital requirements in respect of the Notes and as to the consequences to and effect on them of any regulatory changes and the relevant implementing measures. No predictions can be made as to the precise effects of such matters on any investor or otherwise.

Investors who are subject to prudential requirements under any other regulations (such as the Commission Delegated Regulation (EU) 2018/1221 of 1 June 2018 amending Delegated Regulation (EU) 2015/35 as regards the calculation of regulatory capital requirements for securitisations and simple, transparent and standardised securitisations held by insurance and reinsurance undertakings, the "Solvency II Regulation")) should consult their own advisers as regards the regulatory capital requirements applicable to the Notes and as regards the consequences to and effect on them of holding any of the Notes.

33. Bail-in instrument and other restructuring and resolution measures

On the basis of the European harmonised recovery and resolution regime, namely Regulation (EU) No 806/2014 (Single Resolution Mechanism Regulation, "SRMR", as amended by Regulation (EU) 2019/877 (as amended, restated or supplemented, the "SRMR II")) and Directive 2014/59/EU (Bank Recovery and Resolution Directive, the "BRRD", as amended by Directive (EU) 2019/879 (as amended, restated or supplemented, the "BRRD II")), the latter in the form of the respective national transposition law, a CRR credit institution established in a (participating) Member State may become subject to recovery (Sanierung) and resolution (Abwicklung) measures. These rules were introduced to avoid (i) systemic risks to the financial markets and (ii) the necessity of a public bail-out when a credit institution faces financial difficulties, respectively.

The resolution of a significant CRR credit institution is generally governed by the SRMR. In addition, the SRMR is also applicable to certain other entities in cases where the European Central Bank ("ECB") is responsible for group supervision under the Council Regulation (EU) No 1024/2013 (Single Supervisory Mechanism, "SSM"). The SRMR then applies to the CRR credit institution and all investment firms and financial institutions included in the prudential consolidation group. Unless the SRMR is applicable, the BRRD applies to (less significant) institutions in the EU. In Germany, the BRRD was transposed into national law by the Reorganisation and Resolution Act (Sanierungs- und Abwicklungsgesetz, "SAG"). However, this does not exclude the possibility that the application of the SAG also extends to entities abroad in case the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") exercises group supervision. The SAG also covers branches of third country institutions established in the EU. The above also applies to foreign national BRRD transposition law (of any other EU Member State) and the respective competent resolution authority with regard to its measures in Germany. The SRMR stipulates the procedural rules relying on the resolution instruments of the BRRD which are repeated in the SRMR. The SRMR is thus a complementary regime to the BRRD/SAG/any foreign national BRRD transposition law. Depending on the individual scenario, different regulatory responsibilities and areas of application may be possible, but the material risks of resolution are correspondingly similar. In Germany, in addition to the SRMR/SAG, recovery and resolution measures may also result from the German Banking Act (Kreditwesengesetz, "KWG") (moratorium) as well as the Restructuring Fund Act (Restrukturierungsfondsgesetz, "RStruktFG") and the Credit Institutions Reorganisation Act (Kreditinstitute-Reorganisationsgesetz, "KredReorgG") (reorganisation proceedings). However, reorganisation proceedings according to the KredReorgG have hardly any practical significance and can only be considered in theory.

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Following this, the possible measures are primarily determined by the SRMR/SAG (or the equivalent BRRD transposition law of another Member State). In total, the BRRD/SAG and the SRMR provide for three conditions for resolution (article 32(1) BRRD, section 62(1) SAG, article 18(1) SRMR): (i) threat to the existence of a credit institution (Failing or Likely to Fail ("FOLTF") assessment), (ii) no alternative measures taken by the private sector or a supervisory authority that can just as reliably avert the threat to the continued existence of the institution within a reasonable period of time and (iii) the resolution measure must be in the public interest. The competent resolution authority has several instruments at its disposal which it can use to achieve the resolution objectives. Under the BRRD, there are a total of four resolution instruments (article 37 (3)): (i) the sale of the entity, (ii) the transfer to a bridge institution, (iii) the asset separation to an asset management company and (iv) the creditor participation ("Bail-In", articles 43 et seq. BRRD, section 90 SAG, article 27 SRMR). The resolution authority is free to use the instruments individually, but also in combination with each other. The only exception is the instrument for the asset separation which may only be used together with another resolution instrument. The Bail-In instrument allows the participation of creditors in losses by reducing, in whole or in part, eligible liabilities of a failing institution and/or converting them into shares or other instruments of Common Equity Tier 1 ("CET 1").

However, the Bail-In risk of the Transaction is seen as being limited. This applies even if the Seller would be classified as FOLTF and resolution measures would be taken in accordance with the applicable law. Claims of the Issuer against the Seller (in its capacity as Seller or Servicer, as applicable) for payment of received Collections in respect of the relevant Purchased Receivables and other claims under the Servicing Agreement are subject to a trust arrangement (Treuhandverhältnis) and the relevant Collections (unless commingled with other moneys of the Seller) are generally subject to substitute segregation (Ersatzaussonderung) and should thus be exempted from any Bail-In measures under section 91 (2) no. 4 SAG/article 27(3) lit. (d) SRMR. The Purchased Receivables relating to the Seller should not be subject to a Bail-In under applicable law as long as the sale and assignment of the Purchased Receivables from the Seller to the Issuer are not classified as a secured loan. However, even if the sale and assignment of the Purchased Receivables were to be classified as a secured loan, the claims against the Seller should not be subject to a Bail-In to the extent that these claims are secured within the meaning of section 91(2) no. 2 SAG/article 27 (3) lit. (b) SRMR. If and to the extent that the relevant claims against the Seller are secured by the relevant Purchased Receivables and the Related Collateral, they should consequently not be affected by a Bail-In. Finally, although the Issuer will not be in a position to prevent the transfer of any of the Seller's assets to another entity, such transfer pursuant to section 110(1) SAG may only occur in conjunction with a transfer of the security provided therefore and vice versa. A separation of the Purchased Receivables from the Related Collateral should thus not result from any such transfer, section 110(3) no. 4 SAG. In addition, the risk of loss for the Issuer in relation to its claims against the Seller due to a Bail-In or other measures under the SAG is further mitigated by the following: The claims of the Issuer against the Seller would only become subject to a Bail-In after the equity and capital positions specified in section 97 (1) nos. 1 to 3 SAG have been exhausted. Moreover, section 147 SAG provides creditors with a claim for compensation against the restructuring fund in accordance with section 8 of the German Act on Establishment the of a Restructuring Fund for Credit Institutions (Gesetz zur Errichtung eines Restrukturierungsfonds für Kreditinstitute) if and to the extent that they are worse-off as a result of the resolution measures under the SAG than would be the case if insolvency proceedings were opened against the assets of the credit institution concerned (no creditor worse-off principle).

However, in the absence of court rulings explicitly confirming the above analysis, legal uncertainty remains. If the Seller, the Issuer or another Transaction Party should become subject to one of the measures described above, this could adversely affect the ability of the Issuer to meet its obligations under the Notes.

34. Securitisation Regulation – EU risk retention, EU transparency requirements, simple, transparent and standardised securitisations and due diligence requirements

On 17 January 2018, as part of the implementation of the European Commission's Action Plan on Building a Capital Markets Union, the Securitisation Regulation came into force which harmonises rules on risk retention, due diligence and disclosure across the different categories of European institutional investors which apply to all securitisations (subject to grandfathering provisions) and introduce a new framework for simple, transparent and standardised securitisations. The Securitisation Regulation applies since 1 January 2019.

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The Securitisation Regulation applies to certain parties (including sponsors, original lenders, originators and securitisation special purpose entities ("SSPEs") (each as defined in article 2 of the Securitisation Regulation)) involved in the establishment of EU regulated securitisations, the securities of which are issued on or after 1 January 2019, and to certain institutional investors therein.

EU risk retention

There are material differences between the regulatory rules which applied to securitisations prior to 1 January 2019 and the regime which now applies pursuant to the Securitisation Regulation. Notably, the Securitisation Regulation imposes requirements on a wide range of institutional investors (as defined under the regulation) which includes categories of investors which were not subject to such prior requirements. Investors should note that, unlike the previous regime, in addition to requirements which apply to investors (as to which see further below), the Securitisation Regulation places a direct requirement on "originators", "sponsors", "original lenders" and "SSPEs" (as defined in the Securitisation Regulation) established in the EU to, amongst other things, (i) in respect of originators, sponsors and original lenders only, retain on an on-going basis a material net economic interest in the securitisation of not less than 5 per cent. (article 6 of the Securitisation Regulation) and (ii) make certain information available to holders of a securitisation position, competent authorities and (upon request) potential investors in accordance with the disclosure requirements set out therein (article 7 Securitisation Regulation).

Under article 6 of the Securitisation Regulation, the originator, sponsor or original lender of a securitisation shall retain on an ongoing basis a material net economic interest in the securitisation of not less than 5 per cent. The Seller agreed, for the life of the Transaction, to retain, as "originator" (as defined in article 2(3)(a) of the Securitisation Regulation), a material net economic interest of not less than 5 per cent. in this Transaction in accordance with article 6 of the Securitisation Regulation. As at the Closing Date, such retention will be comprised of an interest in the Class B Compartment 3 Notes and the Subordinated Loan as required by article 6(3)(d) of the Securitisation Regulation. The material net economic interest is not and will not be subject to any credit-risk mitigation or hedging.

If the Seller does not comply with its obligations under article 6 of the Securitisation Regulation, the ability of the Noteholders to sell and/or the price investors receive for the Notes in the secondary market may be adversely affected.

Following the issuance of the Notes, relevant investors to which the Securitisation Regulation is applicable are required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 5 of the Securitisation Regulation, and none of the Issuer, the Seller or the Lead Manager makes any representation that the information described above is sufficient in all circumstances for such purposes.

The European Commission has adopted technical standards to be made under the risk retention requirements. Noteholders should take their own advice and/or seek guidance from their regulator on compliance with, and the application of, the provisions of article 6 of the Securitisation Regulation in particular.

EU transparency requirements

The originator, sponsor and SSPE (i.e. the Issuer) of a securitisation are required to designate one of them (the "Reporting Entity") to fulfil the Securitisation Regulation's reporting requirements in article 7 (the "Transparency Requirements"). The Reporting Entity must make certain prescribed information available to holders of a securitisation position, to the relevant competent authorities ("Competent Authorities") and, upon request, to potential investors.

In relation to the Transparency Requirements: (a) the Issuer will be designated as the Reporting Entity, and (b) Servicer agreed under the Servicing Agreement to prepare the Servicer Reports and to commit the information required pursuant to article 7 of the Securitisation Regulation for the Issuer, including by way of the Transparency Reports. Whether the Servicer will be able to obtain and provide to the Issuer and the Cash Administrator all of the information required to be reported in accordance with the Transparency Requirements is unclear.

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Under article 7 of the Securitisation Regulation, the drafts of certain Transaction Documents and this Offering Circular are required to be made available before pricing. The Servicer (acting on behalf of the Issuer) will make such draft documentation available on the website of the European Datawarehouse at www.eurodw.eu). The final versions of the Transaction Documents and this Offering Circular will be available on or after the Closing Date.

On 16 October 2019, the European Commission adopted regulatory technical standards on the Transparency Requirements published by the European Securities and Markets Authority (the "Transparency RTS"). The Transparency RTS were published in the Official Journal of the EU on 3 September 2020 and entered into force on 23 September 2020.

Although the Issuer has undertaken to act as the Reporting Entity, it should be noted that the Securitisation Regulation's reporting obligations are likely to apply to both the Seller as the originator within the meaning of article 2(3)(a) of the Securitisation Regulation (cf. article 22(5) of the Securitisation Regulation) and the Issuer.

Any failure by the Issuer, as the reporting entity, or by the Servicer (on behalf of the Issuer), or by the Seller to fulfil the Transparency Requirements applicable to them or covenants relating thereto may cause the Transaction to be non-compliant with the Securitisation Regulation.

Simple, transparent and standardised securitisations

In addition, the Securitisation Regulation sets out the criteria and framework for so-called "simple, transparent and standardised" ("STS") securitisation transactions. STS securitisation transactions will receive preferential capital treatment and benefit from other regulatory advantages, such as a proposed exemption from clearing and a proposed relaxation of margining rules for derivatives entered into by a securitisation special purpose entity. In order to obtain this designation, a transaction is required to comply with the requirements set out in articles 20, 21 and 22 of the Securitisation Regulation (the "STS Criteria") and one of the originator or sponsor in relation to such transaction is required to file a notification to ESMA confirming the compliance of the relevant transaction with the STS Criteria (the "STS-Notification"). Investors should note that a draft STS Notification will be made available to investors before pricing of the Notes. Although the Transaction has been structured to comply with the requirements for simple, transparent and standardised securitisations transactions as set out in articles 20, 21 and 22 of the Securitisation Regulation and has been certified as such by STS Verification International GmbH, no guarantee can be given that the Transaction maintains this status throughout its lifetime and prospective investors should verify the current status of the Transaction on ESMA's website. It is important to note that the involvement of STS Verification International GmbH as an authorised verification agent is not mandatory and the responsibility for compliance with the Securitisation Regulation remains with the relevant institutional investors, originators and issuers, as applicable in each case. A STS verification will not absolve such entities from making their own assessment and assessments with respect to the Securitisation Regulation, and a STS assessment cannot be relied on to determine compliance with the foregoing regulations in the absence of such assessments by the relevant entities. Furthermore, a STS verification is not an opinion on the creditworthiness of the Notes nor on the level of risk associated with an investment in the Notes. It is not an indication of the suitability of the Notes for any investor and/or a recommendation to buy, sell or hold Notes.

Institutional investors that are subject to the due diligence requirements of the Securitisation Regulation need to make their own independent assessment and may not solely rely on a STS verification, the STS Notification or other disclosed information. Non-compliance with such status may result in higher capital requirements for investors because an investment in the Class A Compartment 3 Notes would not benefit from articles 260, 262 and 264 of the CRR.

None of the Issuer, the Seller, the Servicer, the Lead Manager, the Trustee nor any other Transaction Party gives any explicit or implied representation or warranty as to (i) inclusion of the Transaction in the list administered by ESMA within the meaning of article 27 of the Securitisation Regulation, (ii) that the Transaction does or continues to comply with the Securitisation Regulation or (iii) that the Transaction does or continues to be recognised or designated as 'STS' or 'simple, transparent and standardised' within the meaning of article 18 of the Securitisation Regulation.

Investors should also note that, to the extent the Transaction is designated a STS securitisation, the designation of a transaction as a STS securitisation is not an assessment by any party as to the

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creditworthiness of that transaction but is instead a reflection that the specific requirements of the Securitisation Regulation have been met as regards compliance with the criteria of STS Securitisations.

Due-diligence requirements for institutional investors

Investors to which the Securitisation Regulation is applicable should make themselves aware of the due diligence requirements set out in article 5 of the Securitisation Regulation.

The due diligence requirements apply to certain types of "institutional investor" as defined in the Securitisation Regulation ("Institutional Investors"). Such Institutional Investors include institutions for occupational retirement provision, credit institutions, alternative investment fund managers that manage and/or market alternative investment funds in the EU, investment firms as defined in the CRR, insurance and reinsurance undertakings, and management companies of UCITS funds (or internally managed UCITS).

These requirements restrict such Institutional Investors from investing in securitisations unless such investors have verified (among other things) that: (i) the originator, sponsor or original lender will retain, on an ongoing basis, a material net economic interest of not less than five per cent. in the securitisation in accordance with the Securitisation Regulation and the risk retention is disclosed to the institutional investor; (ii) the originator, sponsor or SSPE has, where applicable, made available the information required by article 7 of the Securitisation Regulation (as to which see the disclosure requirements set out below) in accordance with the frequency and modalities provided for in that article and (iii) where the originator or original lender is established in the EU, and is not a credit institution or an investment firm as defined in the CRR, the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes in accordance with article 9(1) of the Securitisation Regulation. Pursuant to article 14 of the CRR consolidated subsidiaries of credit institutions and investment firms subject to the CRR may also be subject to these requirements.

With a view to support compliance with article 5 of the Securitisation Regulation, the Servicer (on behalf of the Issuer) will, among others, (i) publish a monthly investor report as required by and in accordance with article 7(1)(e) of the Securitisation Regulation, (ii) publish on a monthly basis certain loan-by-loan information in relation to the Portfolios in respect of the relevant monthly Collection Period as required by and in accordance with article 7(1)(a) of the Securitisation Regulation, (iii) publish any information required to be reported pursuant to article 7(1)(f) or (g) (as applicable) of the Securitisation Regulation without delay, and (iv) before pricing of the Notes (in at least draft or initial form) and within 15 days of the issuance of the Notes (in final form), make available copies of the notification required under article27 of the Securitisation Regulation (the "STS Notification"), the Transaction Documents (other than the Notes Purchase Agreement) and this Offering Circular. The information set out above shall be published on the website of the European DataWarehouse at www.eurodw.eu, being a website which conforms with the requirements set out article 7(2) of the Securitisation Regulation. Separately, it should be noted that the information required under article 7(1)(a) of the Securitisation Regulation shall be made available to potential Noteholders before pricing upon request. For the avoidance of doubt, such website and the contents thereof do not form part of this Offering Circular.

It should be noted that there is no certainty that references to the retention obligations of the Seller in this Offering Circular will constitute explicit disclosure (on the part of the Seller and the Issuer as Reporting Entity) or adequate due diligence (on the part of the Noteholders) for the purposes of article 5 of the Securitisation Regulation.

Following the issuance of the Notes, relevant investors to which the Securitisation Regulation is applicable are required to independently assess and determine the sufficiency of the information described above for the purposes of complying with article 5 of the Securitisation Regulation, and none of the Issuer, the Seller nor the Lead Manager makes any representation that the information described above is sufficient in all circumstances for such purposes.

Prospective investors should carefully consider (and, where appropriate, take independent advice) in relation to the capital charges associated with an investment in the Notes. In particular, investors should carefully consider the effects of the change (and likely increase) to the capital charges associated with an investment in the Notes for credit institutions and investment firms which took effect from 1 January

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2019 and from 1 January 2020, depending on the particular exposure. These effects may include, but are not limited to, a decrease in demand for the Notes in the secondary market, which may lead to a decreased price for the Notes. It may also lead to decreased liquidity and increased volatility in the secondary market. Prospective investors are themselves responsible for monitoring and assessing changes to the EU risk retention rules and their regulatory capital requirements.

Failure to comply with one or more of the requirements under the Securitisation Regulation may result in various administrative sanctions or remedial measures being imposed on the relevant investor, originator, sponsor, lender and/or SSPE (as applicable) which may be payable or reimbursable by the Issuer as administrative expenses to the extent such sanctions or measures are in the form of pecuniary sanctions imposed on the Issuer or the "originator" within the meaning of the Securitisation Regulation. The rules establishing sanctions are to be set by the individual member states of the European Economic Area in accordance with the framework set out in the Securitisation Regulation. Among other things, this framework allows for criminal sanctions and specifies maximum fines of at least EUR 5,000,000 (or equivalent) or of up to 10 per cent. of total annual net turnover, or (even if that is higher than the other maximum levels stated) at least twice the amount of the benefit derived from the infringement. Investors should note that there may be variance requirements of the Securitisation Regulation and in the manner the same are applied by the competent authorities designated by each Member State. The imposition of sanctions or remedial measures on the Issuer in connection with the Securitisation Regulation may directly and adversely affect the amounts payable under the Notes and otherwise affect the performance of the Issuer's obligations. The imposition of sanctions or remedial measures on the Seller as "originator" in connection with the Securitisation Regulation may adversely affect the Seller's, the Servicer's, the Subordinated Lender's and the Note Purchaser's performance of its ongoing obligations under the Transaction Documents and, consequently may adversely affect the sums payable under the Notes. Failure to comply with one or more of the requirements under the Securitisation Regulation may result in a different regulatory capital treatment of the relevant Notes.

The Securitisation Regulation and any other changes in the law or regulation, the interpretation or application of any or regulation or changes in the regulatory capital treatment of the Notes for some or all investors may negatively impact the regulatory position of individual investors and, in addition, may have a negative impact on the price and liquidity of the Notes in the secondary market. Without limitation to the foregoing, no assurance can be given that the requirements of the Securitisation Regulation or the interpretation or application thereof, will not change (whether as a result of the legislative proposals put forward by the European Commission or otherwise), and, if any such change is effected, whether such change would affect the regulatory position of current or future investors in the Notes.

To ensure that this Transaction will comply with future changes or requirements under or in connection with the Securitisation Regulation, the Trustee and the Issuer are entitled to change the Transaction Documents as well as the Terms and Conditions, in accordance with amendment provisions in the Transaction Documents and the Terms and Conditions, to comply with such requirements, subject to further prerequisites, without the consent of the Noteholders (see "TERMS AND CONDITIONS OF THE NOTES - Condition 15.1 (Amendments)"). It should be noted that the Issuer may incur additional costs and expenses in seeking to comply with such disclosure obligations and certain amendments may be required in relation to the Transaction Documents. Such costs and expenses would be payable by the Issuer as administrative expenses.

The Transaction is expected to comply with the rules on risk retention, due diligence and disclosure set out in the Securitisation Regulation. However, none of the Lead Manager, the Issuer, the Seller, the Servicer, the Trustee, the Paying Agent, the Cash Administrator, their respective Affiliates or any other Person makes any representation, warranty or guarantee that any information described herein is sufficient in all circumstances for such purposes or any other purpose or that the structure of the Notes and the transactions described herein are compliant with the Securitisation Regulation or any other applicable legal or regulatory or other requirements and no such person shall have any liability to any prospective investor or investor with respect to any deficiency in such information or any failure of the transactions or structure contemplated hereby to comply with or otherwise satisfy such requirements, and no such person shall have any liability to any prospective investor or any other person with respect to the insufficiency of such information or any failure of the transactions contemplated hereby to satisfy or otherwise comply with the requirements of the Securitisation Regulation, the implementing provisions in respect of the Securitisation Regulation in their relevant jurisdiction or any other applicable legal, regulatory or other requirements.

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Each prospective investor and Noteholder should make themselves aware of the requirements of the Securitisation Regulation (and any corresponding implementing rules of their regulator), where applicable to them, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes and should be aware that a failure to comply with applicable provisions may result in administrative penalties, in addition to any other regulatory requirements applicable to them with respect to their investment in the Notes. Each prospective investor in the Notes and Noteholder which is subject to the Securitisation Regulation should consult with its own legal, accounting and other advisors and/or its national regulator to determine whether, and to what extent, such information is sufficient for such purposes and any other requirements of the Securitisation Regulation or similar requirements of which it is uncertain.

See "RISK RETENTION AND TRANSPARENCY REQUIREMENTS" below.

35. Reliance on Verification "VERIFIED BY SVI" by STS Verification International GmbH

STS Verification International GmbH ("SVI") is a service provider based in Frankfurt am Main, Germany, which was authorised to act as third party verification agent pursuant to article 28 of the Securitisation Regulation on 7 March 2019 by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) as competent supervisory body. SVI grants a registered verification label "verified – STS VERIFICATION INTERNATIONAL" if a securitisation complies with the requirements for simple, transparent and standardised securitisation as set out in articles 19 to 22 of the Securitisation Regulation ("STS Requirements"). The Issuer has applied and will obtain such verification for the Transaction on or before the Closing Date by SVI.

In accordance with article 27 (2) of the Securitisation Regulation, SVI's verification does not affect the liability of the originator, sponsor or the special purpose vehicle in respect of their legal obligations under the Securitisation Regulation, and such verification by SVI does not affect the obligations imposed on institutional investors as set out in article 5 of the Securitisation Regulation. The confirmation by SVI only verifies compliance of the Transaction with the STS Requirements; the confirmation by SVI does not verify the compliance of the Transaction with the general requirements of the Securitisation Regulation at large.

For a more detailed explanation see "VERIFICATION BY SVI" below.

36. US Risk Retention

The final rules promulgated under section 15(G) of the US Securities Exchange Act of 1934, as amended, codified as Regulation RR 17 C.F.R. Part 246 (the "US Risk Retention Rules"), require the "sponsor" of a "securitisation transaction" to retain at least 5 per cent. of the "credit risk" of "securitized assets", as such terms are defined under the US Risk Retention Rules, and generally prohibit a sponsor from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the sponsor is required to retain. The US Risk Retention Rules also provide for certain exemptions from the risk retention obligation that they generally impose.

The Transaction will not involve risk retention by the Seller for the purposes of the US Risk Retention Rules, but rather will be made in reliance on a safe harbour provided for in Rule 20 of the US Risk Retention Rules regarding certain non-US related transactions. Such non-US transactions must meet certain requirements, including that (1) the transaction is not required to be and is not registered under the Securities Act; (2) no more than 10 per cent. of the dollar value (or equivalent amount in the currency in which the securities are issued) of all classes of securities issued in the securitisation transaction are sold or transferred to US persons (in each case, as defined in the US Risk Retention Rules) or for the account or benefit of US persons (as defined in the US Risk Retention Rules and referred to in this Offering Circular as "Risk Retention US Persons"); (3) neither the sponsor nor the issuer of the securitisation transaction is organised under US law or is a branch located in the United States of a non-US entity; and (4) no more than 25 per cent. of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or issuer organised or located in the United States.

The Notes sold as part of the initial distribution of the Notes may not be purchased by Risk Retention US Persons. Prospective investors should note that whilst the definition of "US person" in the US Risk Retention Rules is substantially similar to the definition of "US person" in Regulation S, the definitions

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are not identical and persons who are not "US persons" under Regulation S may be "US persons" under the US Risk Retention Rules.

There can be no assurance that the safe harbour provided for in Rule 20 of the US Risk Retention Rules regarding certain non-US related transactions will be available. Failure of the offering of the Notes to comply with the US Risk Retention Rules (regardless of the reason for such failure to comply) could give rise to regulatory action which may adversely affect the Notes. Furthermore, the impact of the US Risk Retention Rules on the securitisation market generally is uncertain, and a failure by a transaction to comply with the risk retention requirements of US Risk Retention Rules could negatively affect the market value and secondary market liquidity of the Notes.

Neither the Lead Manager nor any of its Affiliates makes any representation to any prospective investor or purchaser of the Notes as to whether the transactions described in this Offering Circular comply as a matter of fact with the US Risk Retention Rules on the Closing Date or at any time in the future. Investors should consult their own advisers as to the US Risk Retention Rules. No predictions can be made as to the precise effects of such matters on any investor or otherwise.

Investors should consult their own advisors as to the US Risk Retention Rules. No predictions can be made as to the precise effects of such matters on any investor or otherwise.

37. Eurosystem eligibility

The Class A Compartment 3 Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Class A Compartment 3 Notes are intended upon issue to be deposited with one of Euroclear or Clearstream Luxembourg as Class A Compartment 3 Notes Common Safekeeper under the new global note structure (NGN) and does not necessarily mean that the Class A Compartment 3 Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria set out in the Guideline (EU) 2019/1032 of the European Central Bank of 10 May 2019 amending Guideline (EU) 2015/510 on the implementation of the Eurosystem monetary policy framework (ECB/2019/11), as amended, restated or supplemented from time to time.

If the Class A Compartment 3 Notes do not satisfy the criteria specified by the ECB, the Class A Compartment 3 Notes will not be eligible collateral for Eurosystem. Each of the Issuer and the Lead Manager gives no representation, warranty, confirmation or guarantee to any investor in the Class A Compartment 3 Notes that the Class A Compartment 3 Notes will, either upon issue, or at any or all times during their life, satisfy all or any requirements for Eurosystem eligibility and be recognised as Eurosystem eligible collateral. Any potential investor in the Class A Compartment 3 Notes should make their own conclusions and seek their own advice with respect to whether or not the Class A Compartment 3 Notes constitute Eurosystem eligible collateral.

38. Limited secondary market liquidity and market value of Notes

Although application has been made to admit the Class A Compartment 3 Notes to trading on the professional segment of the regulated market of the Luxembourg Stock Exchange and to list the Class A Compartment 3 Notes on the official list of the Luxembourg Stock Exchange, liquidity of a secondary market for the Class A Compartment 3 Notes may be limited. There can be no assurance that there will be bids and offers and that a liquid secondary market for the Class A Compartment 3 Notes will develop or that a market will develop for all Classes of 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 Notes.

Limited liquidity in the secondary market for asset-backed securities has in the past had a serious adverse effect on the market value of asset-backed securities. Limited liquidity in the secondary market may continue to have a serious adverse effect on the market value of asset-backed securities, especially those securities that are more sensitive to prepayment, credit or interest rate risk and those securities that have been structured to meet the investment requirements of limited categories of investors.

In addition, prospective investors should be aware of the prevailing and widely reported global credit market conditions. The market value of the Notes may fluctuate with changes in market conditions. Any such fluctuation may be significant and could result in significant losses to investors in the Notes.

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Consequently, any sale of the Notes by the relevant Noteholders in any secondary market transaction may be at a discount to the original purchase price of such Notes. Accordingly, investors should be prepared to remain invested in the Notes until the Legal Maturity Date.

39. Economic effects of the COVID-19 pandemic

The COVID-19 outbreak has had, and continues to have, a material impact on businesses around the world and the economic environments in which they operate. There are a number of factors associated with the outbreak and its impact on global economies that could have a material adverse effect on (among other things) the profitability, valuation and/or marketability of the Notes.

The COVID-19 outbreak has caused disruption to a number of jurisdictions, including Germany, which have implemented certain restrictions with a resultant significant impact on economic activity in those jurisdictions. These restrictions are being determined by the governments of individual jurisdictions (including through the implementation of emergency powers) and impacts (including the timing of implementation and any subsequent lifting of restrictions) may vary from time to time. It remains unclear how this will evolve through 2020 and therefore, a Noteholder bears the risk that the market price of the Notes falls as a result of the general development of the market such that the Noteholder may bear a loss in respect of its initial investment.

THE ISSUER BELIEVES THAT THE RISKS DESCRIBED HEREIN ARE A LIST OF RISKS WHICH ARE SPECIFIC TO THE SITUATION OF THE ISSUER AND/OR THE NOTES AND WHICH ARE MATERIAL FOR TAKING INVESTMENT DECISIONS BY THE POTENTIAL NOTEHOLDERS. ALTHOUGH THE ISSUER BELIEVES THAT THE VARIOUS STRUCTURAL ELEMENTS DESCRIBED IN THIS OFFERING CIRCULAR MITIGATE SOME OF THESE RISKS FOR NOTEHOLDERS, THERE CAN BE NO ASSURANCE THAT THESE MEASURES WILL BE SUFFICIENT TO ENSURE PAYMENT TO NOTEHOLDERS OF PRINCIPAL OR ANY OTHER AMOUNTS ON OR IN CONNECTION WITH THE NOTES ON A TIMELY BASIS OR AT ALL. 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 THIS TRANSACTION.

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INTRODUCTION INTO STRUCTURE AND PRINCIPAL PARTIES

On the Closing Date, the Seller will sell to the Issuer, against payment of the Initial Purchase Price (EUR 999,982,788.93), all of its rights, titles and claims, to receive loan instalment payments, including interest, principal and recovery (together the "Collections") in respect of loan receivables originated by the Seller against customers in Germany (together the "Initial Receivables"). On each Additional Purchase Date, the Seller may sell to the Issuer, against payment of the Additional Purchase Price, all of its rights, titles and claims, to receive Collections in respect of loan receivables originated by the Seller against customers in Germany (the "Additional Receivables"). The Initial Receivables and the Additional Receivables are together referred to as "Purchased Receivables". The Seller will transfer as security (Sicherungsübereignung) to the Issuer its title to the Vehicles as part of the Related Collateral (as defined below) for the Purchased Receivables which will be selected according to the eligibility criteria (the "Eligibility Criteria") set out in "DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL".

The Related Collateral granted to the Issuer consists of (i) the rights and title to the related Vehicle; (ii) claims against property insurers (Kaskoversicherung) taken with respect to the relevant specified Vehicles; (iii) damage compensation claims based on contracts and tort against the respective Obligors or against third parties (including insurers) due to damage to, or loss of, the Vehicle (if any); (iv) salary claims, present and future, as well as claims, present and future, under an accident insurance and a pension insurance to the extent such claims are subject to execution (if any); and (v) any further claims under any guarantees, residual debt insurances (Restschuldlebensversicherungen), other claims against insurance companies (to the extent not covered by items (ii) and (iii) above or other third Persons assigned to the Seller in accordance with the relevant Underlying Agreement and any other agreements or arrangements of whatever character from time to time supporting or securing payment of the relevant Initial Receivable (if any)).

Pursuant to the Servicing Agreement, the Servicer will be obligated to enforce the Related Collateral upon a Purchased Receivable becoming a Defaulted Receivable in accordance with the Credit and Collection Policy and the relevant Underlying Agreement. The Issuer will be entitled to receive the enforcement proceeds relating to such Vehicle which relates to the relevant Defaulted Receivable. Under the Trust Agreement, the Issuer will create security over substantially all of its assets, rights, claims and interests in respect of Compartment 3 (together the "Security Assets", as more specifically defined in "DEFINED TERMS"), comprising primarily the Purchased Receivables, the Related Collateral and other claims of the Issuer under the Transaction Documents for the benefit of the Trustee who in turn will hold the Security Assets for the benefit of the Noteholders and the other Secured Parties.

The Class A Compartment 3 Notes are expected, on the Closing Date, to be rated "AAA(sf)" by DBRS and " AAA (sf)" by S&P. The Class B Compartment 3 Notes will not be rated. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies (as amended, restated or supplemented, "CRA Regulation"). Each of DBRS and S&P has been registered under CRA Regulation. Reference is made to the list of registered or certified credit rating agencies published by ESMA on the webpage http://www.esma.europa.eu/supervision/credit-rating-agencies/risk as last updated on 14 November 2019.

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

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STRUCTURE DIAGRAM

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

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Account Bank Cash Administrator

Trustee

Toyota Kreditbank GmbH

(Seller / Servicer)

Toyota Kreditbank GmbH

(Notes Purchaser / Subordinated Lender)

Obligors

Purchase Price

Collections

Class A

Assets Liabilities

Loan Agreements

Sale of Receivables

Collections

Class B

Corporate Administrator Data Trustee

Koromo S.A., acting on behalf and for the account of its Compartment 3

Paying Agent

Subordinated Loan

Class A € 900m (90%)

Class B € 100m (10%)

Portfolio € 1,000m (100%)

General Reserve € 1m

(0.1%)

Sub-Loan € 1m

(0.1%)

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PARTIES TO THE TRANSACTION

Issuer KOROMO S.A., a public limited liability company (société anonyme) incorporated with limited liability under the laws of the Grand Duchy of Luxembourg, having the status of an unregulated securitisation company (société de titrisation) subject to the Luxembourg Securitisation Law (as defined below), registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B153725 and having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg (the "Company"), acting on behalf and for the account of its Compartment 3.

Koromo S.A. has expressly elected in its articles of association (statuts) to be governed by the Luxembourg Securitisation Law. The exclusive purpose of Koromo S.A. is to enter into several securitisation transactions, each via a separate compartment ("Compartment") within the meaning of the Luxembourg Securitisation Law.

Seller TOYOTA KREDITBANK GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, a wholly-owned subsidiary of Toyota Financial Services Corporation, in its capacity as Seller.

See "THE SELLER, THE SERVICER AND THE SUBORDINATED LENDER".

Servicer TOYOTA KREDITBANK GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, a wholly-owned subsidiary of Toyota Financial Services Corporation, in its capacity as Servicer.

See "THE SELLER, THE SERVICER AND THE SUBORDINATED LENDER".

Subordinated Lender TOYOTA KREDITBANK GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, a wholly-owned subsidiary of Toyota Financial Services Corporation, in its capacity as Subordinated Lender.

See "THE SELLER, THE SERVICER AND THE SUBORDINATED LENDER".

Trustee CIRCUMFERENCE FS (NETHERLANDS) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under registration number 34280199 and having its

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registered office at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands.

Circumference FS (Netherlands) B.V. as Trustee belongs to the same group of companies as Circumference FS (UK) Limited in its capacity as Data Trustee and Circumference FS (Luxembourg) S.A. in its capacity as Corporate Administrator. Circumference FS (Netherlands) B.V., Circumference FS (UK) Limited and Circumference FS (Luxembourg) S.A. are affiliated entities within the Circumference group.

See "THE TRUSTEE".

Data Trustee CIRCUMFERENCE FS (UK) LIMITED, a private limited company incorporated under the laws of England and Wales, registered with the Companies House under registration number 11486799 and having its registered office at 14 Devonshire Square, EC2M 4YT London, United Kingdom.

Circumference FS (UK) Limited as Data Trustee belongs to the same group of companies as Circumference FS (Netherlands) B.V. in its capacity as Trustee and Circumference FS (Luxembourg) S.A. as Corporate Administrator. Circumference FS (Netherlands) B.V., Circumference FS (UK) Limited and Circumference FS (Luxembourg) S.A. are affiliated entities within the Circumference group.

See "THE DATA TRUSTEE".

Lead Manager SOCIÉTÉ GÉNÉRALE S.A., public limited liability company (société anonyme) incorporated under the laws of the Republic of France, registered with the Paris Trade Register under registration number 552 120 222 with its registered office at 29 Boulevard Haussmann, 75009 Paris, Republic of France.

Paying Agent / Cash Administrator

BNP PARIBAS SECURITIES SERVICES S.C.A., LUXEMBOURG BRANCH, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552 108 011 and having its registered office is at 3, rue d'Antin – 75002 Paris, Republic of France, acting through its Luxembourg Branch, registered with the with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B86862 and having its registered offices at 60 Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, having as postal address L-2085 Luxembourg, Grand Duchy of Luxembourg.

BNP Paribas Securities Services S.C.A., Luxembourg Branch as Cash Administrator and Paying Agent belongs to the same group of companies as BNP PARIBAS Securities Services S.C.A., Frankfurt Branch in its capacity as Account Bank. BNP Paribas Securities Services S.C.A., Luxembourg Branch and BNP PARIBAS Securities Services S.C.A. Frankfurt Branch are affiliated entities within the BNP Paribas group.

See "THE CASH ADMINISTRATOR AND THE PAYING AGENT".

Account Bank BNP PARIBAS SECURITIES SERVICES S.C.A., FRANKFURT BRANCH, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552.108.011, having its registered office at 3 rue d'Antin, 75002 Paris,

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Republic of France, acting through its Frankfurt branch (Zweigniederlassung Frankfurt), having its offices at Europa-Allee 12, 60327 Frankfurt am Main, Federal Republic of Germany and being registered with the commercial register of Frankfurt under registration HRB 50955.

BNP PARIBAS Securities Services S.C.A., Frankfurt Branch as Account Bank belongs to the same group of companies as BNP Paribas Securities Services S.C.A., Luxembourg Branch in its capacity as Cash Administrator and Paying Agent. BNP Paribas Securities Services S.C.A., Luxembourg Branch and BNP PARIBAS Securities Services S.C.A., Frankfurt Branch are affiliated entities within the BNP Paribas group.

See "THE ACCOUNT BANK".

Corporate Administrator

CIRCUMFERENCE FS (LUXEMBOURG) S.A., a public company (société anonyme) incorporated with limited liability under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies register (Registre de Commerce et des Sociétés) under registration number B 58628 and having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg.

Circumference FS (Luxembourg) S.A. as Corporate Administrator belongs to the same group of companies as Circumference FS (Netherlands) B.V. in its capacity as Trustee and Circumference FS (UK) Limited as Data Trustee. Circumference FS (Netherlands) B.V., Circumference FS (UK) Limited and Circumference FS (Luxembourg) S.A. are affiliated entities within the Circumference group.

See "THE CORPORATE ADMINISTRATOR".

Rating Agencies DBRS RATINGS GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt under registration number HRB 110259 and having its registered office at Neue Mainzer Straße 75, 60311 Frankfurt am Main, Federal Republic of Germany.

S&P GLOBAL RATINGS EUROPE LIMITED, a limited liability company incorporated under the laws of the Republic of Ireland, registered with the Companies Registration Office Ireland under registration number 611431 and having its registered office at Fourth Floor, Waterways House, Grand Canal Quay, Dublin 2, Republic of Ireland.

THE NOTES

Class A Compartment 3 Notes

Aggregate Note Principal Amount: EUR 900,000,000, consisting of 9,000 Class A Compartment 3 Notes, each with an initial Note Principal Amount of EUR 100,000.

Class B Compartment 3 Notes

Aggregate Note Principal Amount: EUR 100,000,000, consisting of 1,000 Class B Compartment 3 Notes, each with an initial Note Principal Amount of EUR 100,000.

Form and Denomination

The Notes are issued in bearer form with a denomination of EUR 100,000 per Note. Each Class of Notes is represented by a Global Note without interest coupons which is deposited with a Common Safekeeper. Each

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Global Note shall be issued in a new global note form and shall be kept in custody by the relevant Common Safekeeper until all obligations of the Issuer under the Notes represented by it have been satisfied. Definitive notes and interest coupons will not be issued.

Copies of the form of the Global Notes are available free of charge at the specified offices of the Paying Agent.

Status of the Notes The Notes constitute direct, unconditional and unsubordinated obligations of the Issuer, ranking pari passu among themselves, subject to the applicable Priority of Payments. The Notes benefit from security granted over the assets by the Issuer to the Trustee pursuant to the Trust Agreement. The Notes constitute limited recourse obligations of the Issuer.

No Interest No interest will accrue on the Notes.

Payment of Principal The payment of principal on the Notes is conditional upon, inter alia, the performance of the Purchased Receivables.

Signing Date 20 October 2020, the day on which the signing of all Transaction Documents occurs.

Closing Date 22 October 2020.

Legal Maturity Date 15 October 2033.

Payment Date Means (in respect to the first Payment Date) 16 November 2020 and thereafter the 15th of each calendar month, subject to the Business Day Convention.

Unless redeemed earlier, the last Payment Date will be the Legal Maturity Date.

Calculation Date Means the second Business Day preceding the relevant Payment Date.

Replenishment Period The Replenishment Period commences on the Closing Date (including) and which ends on (but excludes) the earlier of (i) the Payment Date falling in October 2025, and (ii) the Payment Date on which an Early Amortisation Event has occurred prior to the respective Calculation Date.

Replenishment Criteria "Replenishment Criteria" means the following criteria to be calculated on a Portfolio basis throughout the Replenishment Period on each Reporting Date and being calculated by taking into account the Additional Receivables to be purchased on the immediately following Purchase Date:

(a) the sum of the Principal Balances resulting from Underlying Agreements in respect of used Vehicles does not account for more than 50.00 per cent. of the Aggregate Principal Balance;

(b) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers does not account for more than 35.00 per cent. of the Aggregate Principal Balance;

(c) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers in respect of used Vehicles does not account for more than 10.00 per cent. of the Aggregate Principal Balance; and

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(d) the weighted average nominal interest rate of all Underlying Agreements is not smaller than 2.00 per cent.

If one or more Purchased Receivables did not fulfill the Replenishment Criteria on the relevant Purchase Date, the Seller shall be obliged to repurchase such Receivable at the relevant Repurchase Price on the next Payment Date. See "DESCRIPTION OF THE PORTFOLIO AND OF THE RELATED COLLATERAL — Replenishment Criteria".

Amortisation The amortisation of the Notes starts as soon as the Replenishment Period ends. On each Payment Date during the Amortisation Period and prior to the Enforcement Conditions being fulfilled, the Available Distribution Amount for that Payment Date shall be applied to redeem the Notes on a sequential basis so that the Available Distribution Amount is applied to redeem principal first in respect of the Class A Compartment 3 Notes up to the Class A Compartment 3 Principal Redemption Amount, then in respect of the Class B Compartment 3 Notes up to the Class B Compartment 3 Principal Redemption Amount. See "TERMS AND CONDITIONS OF THE NOTES — Condition 7 (Pre-Enforcement Priority of Payments)"..

If at any time the Enforcement Conditions are met, the Issuer Proceeds shall be applied for the redemption of the Notes on a sequential basis as set forth in and subject to the Post-Enforcement Priority of Payments. See "TERMS AND CONDITIONS OF THE NOTES — Condition 9 (Post-Enforcement Priority of Payments)".

Partial Redemption On each Payment Date during the Replenishment Period, the Available Distribution Amount for that Payment Date may be applied to redeem the Notes on a pro rata basis up to the Requested Partial Redemption Amount, provided that the Requested Partial Redemption Amount is lower than the Maximum Partial Redemption Amount. See " TERMS AND CONDITIONS OF THE NOTES — Condition 8.6 (Partial Redemption)".

"Maximum Partial Redemption Amount" means on each Determination Date relating to each Payment Date falling in the Replenishment Period, the amount remaining on the Replenishment Ledger after the application of the Priority of Payments.

"Requested Partial Redemption Amount" means, in respect of each Class of Notes, the principal amount of Notes which the Seller indicates to have redeemed pursuant to Condition 8.6 (Partial Redemption).

Early Redemption The actual amortisation of the Notes may differ from the expected amortisation of the Notes, especially a faster amortisation may occur (but not limited to) if one of the following events occurs:

(a) during the Replenishment Period, an Early Amortisation Event occurs or a partial redemption occurs in accordance with Condition 8.6 (Partial Redemption);

(b) following the Replenishment Period, any amount standing to the credit of the Replenishment Ledger will be part of the Available Distribution Amount and will lead to a (partial) early redemption of the Notes;

(c) following the Replenishment Period, in the event of a breach of the Eligibility Criteria or the Replenishment Criteria, the Seller is required to pay the Issuer a certain Repurchase Price (at the then current Aggregate Principal Balance of the affected

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Purchased Receivables) which, when received by the Issuer, the Issuer has to use to redeem the Notes prematurely in accordance with and subject to the applicable amortisation method (see above "Amortisation"); or

(d) if the Seller, upon the occurrence of a Repurchase Event, by paying the Repurchase Price to the Issuer, repurchased the then outstanding Purchased Receivables. (See "Repurchase Price" and "Repurchase option" below and "TERMS AND CONDITIONS OF THE NOTES — Condition 8.5 (Early Redemption — Repurchase Options) " and "OVERVIEW OF THE OTHER TRANSACTION DOCUMENTS — Receivables Purchase Agreement").

Repurchase Options The Seller will have the option but will not be obliged to repurchase all then outstanding Purchased Receivables at the Repurchase Price from the Issuer on any Payment Date upon at least ten Business Days' prior written notice to the Issuer (with a copy to the Trustee) (the "Repurchase Notice") if a Repurchase Event has occurred, provided that (i) the Repurchase Price is at least sufficient to redeem the Class A Compartment 3 Notes in accordance with the applicable Priority of Payments; and (ii) the Seller has agreed to reimburse the Issuer for any costs and expenses in respect of the repurchase and reassignment or retransfer of the Purchased Receivables and the Related Collateral (if any).

"Repurchase Event" means any of the following:

(a) the Aggregate Principal Balance of all Purchased Receivables represents less than ten per cent. of the Aggregate Principal Balance as of the Initial Cut-Off Date; or

(b) any change in the laws of the Federal Republic of Germany and Luxembourg or the official interpretation or application of such laws occurs which becomes effective on or after the Closing Date and which, for reasons outside the control of the Seller and/or the Issuer: (i) would restrict the Issuer from performing any of its material obligations under any Note; or (ii) would oblige the Issuer to make any tax withholdings or deductions for reasons of tax in the Federal Republic of Germany in respect of any payment on the Notes.

See "TERMS AND CONDITIONS OF THE NOTES — Condition 8.5 (Early Redemption — Repurchase Options)".

Repurchase Price means with respect to each Purchased Receivable to be repurchased 100 per cent. of the sum of (i) the Principal Balance of such Purchased Receivable; and (ii) interest accrued thereon less Interest Collections received by the Issuer in respect of such Purchased Receivable.

Final Redemption On the Legal Maturity Date, the Issuer shall, subject to the applicable Priority of Payments, redeem the then Aggregate Note Principal Amount of the Notes.

Early Amortisation Event

Means on any Calculation Date preceding the relevant Payment Date the occurrence of any of the following events:

(a) the amount remaining on the Replenishment Ledger after the application of the Priority of Payments exceeds ten per cent. of the Aggregate Principal Balance as of the Initial Cut-Off Date on three consecutive Payment Dates;

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(b) the Cumulative Default Ratio, as of the Calculation Date immediately preceding to the relevant Payment Date, expressed as a percentage of the total Portfolio including replenished Receivables, (i) exceeds 2.50 per cent. until and including the Payment Date in October 2021, (ii) 3.00 per cent. during the period starting after October 2021 and ending on the Payment Date in October 2022, (iii) 4.00 per cent. during the period starting after October 2022 and ending on the Payment Date in October 2023; (iv) 5.00 per cent. during the period starting after October 2023 and ending on the Payment Date in October 2024; (v) 6.00 per cent. during the period thereafter;

(c) the amount to be credited to the Replenishment Ledger on such Payment Date (after the application of the Pre-Enforcement Priority of Payments) would be lower than the Maximum Replenishment Amount on such Payment Date; and

(d) a Servicer Termination Event has occurred prior to such Calculation Date.

Available Distribution Amount

Means, with respect to a Payment Date, the sum of the following amount:

(a) the Collections;

(b) the amount standing to the credit of the General Reserve Ledger, including any interest accrued on such account during the Relevant Collection Period;

(c) the amount standing to the credit of the Replenishment Ledger, including any interest accrued on such account during the Relevant Collection Period;

(d) the amount standing to the credit of the Commingling Reserve Ledger upon the occurrence of a Servicer Termination Event, to the extent necessary to cover any Shortfalls; and

(e) any other amount (excluding Collections) standing to the credit of the Operating Ledger, including any interest accrued on the Operating Ledger during the Relevant Collection Period.

Pre-Enforcement Priority of Payments

Prior to the Enforcement Events being fulfilled, the Issuer will distribute the Available Distribution Amount on each Payment Date in accordance with the Pre-Enforcement Priority of Payments as set out in Condition 7 (Pre-Enforcement Priority of Payments).

See "TERMS AND CONDITIONS OF THE NOTES — Condition 7 (Pre-Enforcement Priority of Payments)".

Post-Enforcement Priority of Payments

After the Enforcement Events being fulfilled, the Trustee will apply the Available Distribution Amount on each Payment Date towards the discharge of the claims of the Noteholders and the other Secured Parties of the Issuer in accordance with the Post-Enforcement Priority of Payments as set out in Condition 9 (Post-Enforcement Priority of Payments).

See "TERMS AND CONDITIONS OF THE NOTES — Condition 9 (Post-Enforcement Priority of Payments)".

Use of Proceeds from the Compartment 3 Notes

The aggregate proceeds from the issue of the Notes and the Subordinated Loan on the Closing Date amounting to EUR 1,001,000,000.00 will be used by the Issuer to purchase, on the Closing Date, the Initial Receivables secured by Related Collateral and to fund the General

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Reserve Ledger and residual amounts, if any, will be deposited to the Operating Ledger with the Account Bank and will be earning interest. The Issuer will apply the net proceeds of the Notes for, in particular, the purchase of the Receivables and the Related Collateral from the Seller on the Closing Date.

Subscription On the Closing Date the Notes Purchaser will subscribe the Notes from the Issuer, subject to certain conditions as described in the Notes Purchase Agreement.

Selling Restrictions Subject to certain exceptions, the Notes are not being offered or sold within the United States.

For a description of these and other restrictions on sale and transfer, see "SUBSCRIPTION AND SALE – Selling Restrictions"

Listing and Admission to Trading

Application will be made to the Luxembourg Stock Exchange for the Class A Compartment 3 Notes to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading on the professional segment of its regulated market. The Class B Compartment 3 Notes will be not listed.

Settlement Clearstream Banking S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxemburg, registered with the Luxembourg Trade and Companies (Registre de Commerce et des Sociétés, Luxembourg) under registration number B 9248 Luxembourg, and having its registered office at 42 Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

Euroclear Banking SA/NV, a public limited liability company (société anonyme) incorporated under the laws of the Kingdom of Belgium, registered with the RPM Brussels under registration number 0423 747 369 and having its registered office at 1 Boulevard du Roi Albert II, B-1210 Brussels, Kingdom of Belgium.

Governing Law The Notes will be governed by the laws of the Federal Republic of Germany. The provisions of articles 470-3 to 470-19 of the Luxembourg Companies Law regarding the representations of noteholders and noteholder's meetings shall not apply.

Ratings The Class A Compartment 3 Notes are expected to be rated "AAA (sf)" by DBRS and "AAA (sf)" by S&P.

The Class B Compartment 3 Notes will not be rated by the Rating Agencies.

THE ASSETS & RESERVES

Assets backing the Notes

The Notes are backed by the Purchased Receivables as described herein and as acquired by the Issuer in accordance with the Receivables Purchase Agreement.

Under the Receivables Purchase Agreement, on the Closing Date, the Seller sells and assigns to the Issuer, against payment of the Initial Purchase Price (EUR 999,982,788.93), all of its rights, titles and claims, to receive Collections in respect of the Initial Receivables with an Aggregate Principal Balance of EUR 999,982,788.93 as of the Initial Cut-Off Date.

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Under the Receivables Purchase Agreement, on each Additional Purchase Date, the Seller will sell and assign to the Issuer, against payment of the Additional Purchase Price, all its rights, titles and claims, to receive Collections in respect of the Additional Receivables. The Seller will transfer to the Issuer the title to the Vehicles as collateral for the Purchased Receivables which will be selected according to the Eligibility Criteria. See "Eligibility Criteria". The Eligibility Criteria and certain representations and warranties of the Seller in respect of the Purchased Receivables are to be fulfilled as of the relevant Cut-Off Date or the relevant Offer Date, as applicable.

Initial Purchase Price Means an amount equal to the Aggregate Principal Balance of the relevant Initial Receivables as of the Initial Cut-Off Date.

Additional Purchase Price

Means an amount equal to the Aggregate Principal Balance of the relevant Additional Receivables as of the relevant Additional Cut-Off Date and to be purchased with economic effect as of such date.

Initial Cut-Off Date Means 30 September 2020.

Additional Cut-Off Date

Means during the Replenishment Period the Determination Date prior to the respective Purchase Date.

Determination Date Means the last calendar day of each calendar month. The first Determination Date will be 31 October 2020.

Offer Date Means, during the Replenishment Period, the Business Day preceding the respective Purchase Date with the first Offer Date being 13 November 2020.

Collections Means all collections, including Interest Collections, Principal Collections and Recovery Collections in respect of the Purchased Receivables.

Interest Collections Means in relation to the Purchased Receivables the sum of (i) all collections of interest under the Performing Receivables that have been paid during the Relevant Collection Period, (ii) all collections of interest under the Performing Receivables that have been prepaid during the Relevant Collection Period, excluding Recovery Collections received by the Servicer during the Relevant Collection Period and (iii) the interest portion of any Repurchase Price relating to the Collection Period.

Principal Collections Means in relation to the Purchased Receivables the sum of (i) all collections of principal under the Performing Receivables that have been paid during the Relevant Collection Period, (ii) all collections of principal under the Performing Receivables that have been prepaid during the Relevant Collection Period, excluding Recovery Collections received by the Servicer during the Relevant Collection Period and (iii) the principal portion of any Repurchase Price relating to the Collection Period.

Recovery Collections Means in relation to the Purchased Receivables the sum of all collections that have been paid on Defaulted Receivables during the Relevant Collection Period.

Relevant Collection Period

Means, in respect of a Payment Date, the Collection Period immediately preceding such Payment Date.

Eligibility Criteria To be eligible for purchase by the Issuer on the Purchase Date, pursuant to the Receivables Purchase Agreement a set of criteria (the "Eligibility Criteria") must have been met by the Purchased Receivables on the relevant Cut-Off Date.

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If one or more Purchased Receivables did not fulfill the Eligibility Criteria on the relevant Cut-Off Date, the Seller shall be obliged to repurchase such Receivable at the relevant Repurchase Price on the next Payment Date. See "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL — Eligibility Criteria".

Transaction Account On or before the Signing Date, the Issuer will open and maintain the transaction account (the "Transaction Account") with the Account Bank which must have the Required Rating. The Transaction Account has the following ledgers:

(a) Operating Ledger;

(b) General Reserve Ledger;

(c) Commingling Reserve Ledger; and

(d) Replenishment Ledger.

The Issuer shall, during the life of the Transaction, maintain the Transaction Account with an account bank which must have the Required Rating. If at any time the Account Bank ceases to have the Required Rating, the Account Bank shall take certain remedial actions required by the Rating Agencies to maintain the rating of the Class A Compartment 3 Notes. The Account Bank shall continue to provide services under the Account Bank Agreement in any case until a Substitute Account Bank with the Required Rating is validly appointed by the Issuer.

THE MAIN TRANSACTION DOCUMENTS

Receivables Purchase Agreement

Pursuant to the Receivables Purchase Agreement, the Seller sells and assigns the Initial and Additional Receivables to the Issuer, against payment of the relevant Purchase Price on the Closing Date and the relevant Purchase Date.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Receivables Purchase Agreement".

Servicing Agreement Pursuant to the Servicing Agreement, the Servicer shall service, collect and administer the Purchased Receivables and shall perform all related functions in accordance with the provisions of the Servicing Agreement and the Credit and Collection Policy.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Servicing Agreement".

Account Bank Agreement

Pursuant to the Account Bank Agreement, the Issuer appoints the Account Bank to establish the Transaction Account to be operated by the Account Bank under the Transaction Documents.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS —Account Bank Agreement".

Cash Administration Agreement

Pursuant to the Cash Administration Agreement, the Issuer appoints the Cash Administrator to perform certain calculations with respect to the payments due according to the applicable Priority of Payments based on the information received from the Servicer.

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See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Cash Administration Agreement"

Trust Agreement Pursuant to the Trust Agreement, the Issuer assigns and transfers for security purposes its rights and claims (i.e., inter alia, the rights to the Purchased Receivables) to the Trustee who holds such security for the benefit of the Secured Parties.

See "MATERIAL TERMS OF THE TRUST AGREEMENT".

Data Trust Agreement Pursuant to the Data Trust Agreement, the Seller will deliver to the Data Trustee the Decoding Key relating to certain encrypted Personal Data received by the Issuer from the Seller under the Receivables Purchase Agreement.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Data Trust Agreement".

Corporate Administration Agreement

Pursuant to the Corporate Administration Agreement (relating to all Compartments of the Issuer) dated 23 November 2010 and as amended from time to time, the Issuer has appointed the Corporate Administrator to perform certain corporate and administrative services for the Issuer and also in relation to Compartment 3.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Corporate Administration Agreement".

Agency Agreement Pursuant to the Agency Agreement, the Issuer will appoint the Paying Agent to forward payments to be made by the Issuer to the Noteholders.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Agency Agreement".

Notes Purchase Agreement

Pursuant to the Notes Purchase Agreement, the Notes Purchaser will, subject to certain customary closing conditions, subscribe for the Notes.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Notes Purchase Agreement".

Subordinated Loan Agreement

Pursuant to the Subordinated Loan Agreement, the Subordinated Lender grants a loan to the Issuer in an amount equal to EUR 1,000,000.

See "SUMMARY OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS — Subordinated Loan Agreement".

Governing Law The Transaction Documents are governed by the laws of the Federal Republic of Germany apart from, the Corporate Administration Agreement which is governed by Luxembourg law. The provisions of articles 470-3 to 470-19 of the Luxembourg Companies Law regarding the representations of noteholders and noteholder’s meetings shall not apply.

Risk Factors Prospective investors in the Notes should consider, among other things, certain risk factors in connection with the purchase of the Notes. Such risk factors as described below may influence the ability of the Issuer to pay principal or other amounts on or in connection with any Notes. The risks in connection with the investment in the Notes include, inter alia, risks relating to the assets and the Transaction Documents, risks relating to the Notes and risks relating to the Issuer. These risk factors represent a list of risks which are specific to the situation of the Issuer and/or the Notes and which are material for taking investment decisions by the potential Noteholders. Although the Issuer believes that the various

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structural elements described in this document mitigate some of these risks for Noteholders, there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of principal or any other amounts on or in connection with the Notes on a timely basis or at all. See "RISK FACTORS".

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VERIFICATION BY SVI

STS Verification International GmbH ("SVI") has been authorised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) as third party verification agent pursuant to article 28 of the Securitisation Regulation.

The verification label "verified – STS VERIFICATION INTERNATIONAL" has been officially registered as a trade mark and is licensed to an issuer of securities if the securities meet the requirements for simple, transparent and standardised securitisation as set out in articles 19 to 22 of the Securitisation Regulation ("STS Requirements").

The verification label is issued on the basis of SVI's verification process, which is explained in detail on the SVI website (www.sts-verification-international.com). The verification process is based on the SVI verification manual. It describes the verification process and the individual inspections in detail. The verification manual is authoritative for all parties involved in the verification process and its application ensures an objective and uniform verification of transactions to be verified.

The originator will include in its notification pursuant to article 27(1) of the Securitisation Regulation a statement that compliance of its securitisation with the STS Requirements has been confirmed by SVI.

SVI disclaims any responsibility for monitoring continuing compliance with the STS Requirements by the parties concerned or other aspect of their activities or operations.

Verification by SVI is not a recommendation to buy, sell or hold securities.

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COMPLIANCE WITH STS REQUIREMENTS

This Transaction meets the requirements for simple, transparent and standardised non-ABCP securitisations provided for by articles 19 to 22 of the Securitisation Regulation (the "STS Requirements").

The compliance of this Transaction with the STS Requirements will be verified on or before the Closing Date by STS Verification International GmbH, in its capacity as third party verification agent authorised pursuant to article 28 of the Securitisation Regulation. No assurance can be provided that the Transaction described in this Offering Circular does or continues to qualify as a STS-securitisation under the Securitisation Regulation at any point in time in the future. Prospective investors should verify the current status of the Transaction on ESMA's website.

The Seller (in its capacity as originator within the meaning of the Securitisation Regulation) will notify the European Securities and Markets Authority that the Securitisation meets the STS Requirements in accordance with article 27 of the Securitisation Regulation.

Compliance with the STS Requirements is not a recommendation to buy, sell or hold securities. It is not investment advice whether generally or as defined under the Directive 2014/65/EU on markets in financial instruments (as amended, restated or supplemented, "MiFID II") and it is not a credit rating whether generally or as defined under the Credit Rating Agency Regulation (1060/2009/EC).

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RISK RETENTION AND TRANSPARENCY REQUIREMENTS

1. EU Risk Retention and Disclosure Requirements

1.1 EU Risk Retention Requirements

Under article 6 of the Securitisation Regulation, the originator, sponsor or original lender of a securitisation shall retain on an ongoing basis a material net economic interest in the securitisation of not less than 5 per cent. Toyota Kreditbank GmbH acts as "originator" within the meaning of article 6 of the Securitisation Regulation and has agreed to retain the material net economic interest. The material net economic interest is not subject to any credit-risk mitigation or hedging. Pursuant to article 6(3)(d) of the Securitisation Regulation, a net economic interest may be retained through a first loss tranche.

Toyota Kreditbank GmbH - in its capacity as "originator" within the meaning of the Securitisation Regulation - will, on an ongoing basis whilst any of the Class A Compartment 3 Notes remain outstanding retain for the life of the Transaction a material net economic interest of not less than 5 per cent. with respect to the Transaction in accordance with article 6(3)(d) of the Securitisation Regulation. For the purposes of compliance with the requirements of article 6(3)(d) of the Securitisation Regulation, Toyota Kreditbank GmbH will do each of the following: First, Toyota Kreditbank GmbH will retain on an on-going basis until the earlier of (i) the redemption of the Class A Compartment 3 Notes in full or (ii) the Legal Maturity Date, a first loss tranche constituted by the claim for repayment of the outstanding Subordinated Loan of EUR 1,000,000 (on the Closing Date) to be made finally and fully available by Toyota Kreditbank GmbH in its capacity as Subordinated Lender to the Issuer under the Subordinated Loan Agreement on the Closing Date. The nominal amount of such Subordinated Loan equals 0.10 per cent. of the portfolio comprising the Initial Receivables purchased by the Issuer on the Closing Date. Pursuant to the Pre-Enforcement Priority of Payments and the Post-Enforcement Priority of Payments (as applicable), any payments due under the Subordinated Loan Agreement are subordinated to payments due under the Notes. Second, Toyota Kreditbank GmbH will retain, on an on-going basis until the earlier of (i) the redemption of the Class A Compartment 3 Notes in full or (ii) the Legal Maturity Date, the Class B Compartment 3 Notes in an aggregate principal amount equal to at least 5 per cent. of the securitised exposures (i.e. the Purchased Receivables) (the Class B Compartment 3 Notes together with the Subordinated Loan are together referred to as the "Retained Risk"). Pursuant to the Notes Purchase Agreement, Toyota Kreditbank GmbH undertakes to purchase and retain the Class B Compartment 3 Notes and not to sell, transfer, hedge, enter into short positions or otherwise mitigate its credit risk under or associated with the Retained Risk until the earlier of (i) the redemption of the Class A Compartment 3 Notes in full or (ii) the Legal Maturity Date, save as in accordance with article 6(3)(d) of the Securitisation Regulation. The level of retention may reduce over time in compliance with article 10(2) of the Commission Delegated Regulation (EU) 625/2014 or any successor delegated regulation.

After the Closing Date, the Servicer will prepare monthly Servicer Reports wherein, among others, an overview of the retention of the material net economic interest by Toyota Kreditbank GmbH for the purposes of which the Servicer will provide the Issuer with all information required in accordance with article 7 of the Securitisation Regulation. Please also see "EU TRANSPARENCY REQUIREMENTS" below.

Any failure by Toyota Kreditbank GmbH to fulfil the obligations under article 6 of the Securitisation Regulation may cause this Transaction to be non-compliant with the Securitisation Regulation.

None of the Issuer, the Lead Manager or Toyota Kreditbank GmbH makes any representation that the measures taken by Toyota Kreditbank GmbH aiming for compliance with the risk retention requirements under article 6 of the Securitisation Regulation (and/or any implementing rules) are or will be actually sufficient for such purposes.

1.2 EU Transparency Requirements

General

Pursuant to article 7(1) of the Securitisation Regulation, the Seller and the Issuer shall, in accordance with article 7(2) of the Securitisation Regulation, make at least the following information available to the Noteholders, to the competent authorities referred to in article 29 of the Securitisation Regulation, and, upon request, to potential investors in the Notes):

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(a) information on the underlying exposures on a quarterly basis;

(b) all underlying documentation that is essential for the understanding of the transaction;

(i) the final offering document or the prospectus together with the closing transaction documents, excluding legal opinions;

(ii) for traditional securitisation the asset sale agreement, assignment, novation or transfer agreement and any relevant declaration of trust;

(iii) the derivatives and guarantee agreements, as well as any relevant documents on collateralisation arrangements where the exposures being securitised remain exposures of the originator;

(iv) the servicing, back-up servicing, administration and cash management agreements;

(v) the trust deed, security deed, agency agreement, account bank agreement, guaranteed investment contract, incorporated terms or master trust framework or master definitions agreement or such legal documentation with equivalent legal value;

(vi) any relevant inter-creditor agreements, derivatives documentation, subordinated loan agreements, start-up loan agreements and liquidity facility agreements;

(c) the STS notification referred to in Article 27 of the Securitisation Regulation;

(d) quarterly investor reports, containing the following:

(i) all materially relevant data on the credit quality and performance of underlying exposures;

(ii) information on events which trigger changes in the priority of payments or the replacement of any counterparties, and data on the cash flows generated by the underlying exposures and by the liabilities of the securitisation;

(iii) information about the risk retained, including information on which of the modalities provided for in Article 6(3) of the Securitisation Regulation has been applied, in accordance with Article 6 of the Securitisation Regulation.

(e) any inside information relating to the securitisation that the originator, sponsor or SSPE is obliged to make public in accordance with article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council on insider dealing and market manipulation;

(f) where point (e) does not apply, any significant event such as:

(i) a material breach of the obligations provided for in the documents made available in accordance with point (b) above, including any remedy, waiver or consent subsequently provided in relation to such a breach;

(ii) a change in the structural features that can materially impact the performance of the securitisation;

(iii) a change in the risk characteristics of the securitisation or of the underlying exposures that can materially impact the performance of the securitisation;

(iv) where the securitisation ceases to meet the STS requirements or where competent authorities have taken remedial or administrative actions;

(v) any material amendment to transaction documents.

The information described in points (b) and (c) above shall be made available before pricing. The information described in points (a) and (d) above shall be made available simultaneously each quarter at the latest one month after the due date for the payment of interest.

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Designation of Reporting Entity

Pursuant to article 7(2) of the Securitisation Regulation, the Seller or the Issuer are required to designate amongst themselves one entity to be the designated entity (the "Reporting Entity") to make available to the Noteholders, potential investors in Notes and competent authorities (together, the "Relevant Recipients"), the documents, reports and information necessary to fulfil the relevant reporting obligations under article 7(1) of the Securitisation Regulation. The Reporting Entity shall make the information for a securitisation transaction available by means of a securitisation repository. The Issuer agreed, pursuant to the Servicing Agreement, to act as the Reporting Entity for this Transaction. In such capacity, the Issuer shall fulfil the information requirements set out above.

Reporting/Information prior to Pricing of the Notes

Under the Servicing Agreement, the Servicer agreed to commit the information required pursuant to article 7 of the Securitisation Regulation for the Issuer. The Servicer will also provide, upon request by the Issuer, such further information as requested by the Noteholders for the purposes of compliance of such Noteholder with the requirements under the Securitisation Regulation (in particular articles 5 through 7) and the implementation into the relevant national law, subject to applicable law and availability. With a view to support compliance with article 5 of the Securitisation Regulation, the Servicer (on behalf the Issuer) will, on a monthly basis after the Closing Date, provide certain information to investors in the form of the Transparency Reports including data with regard to the Purchased Receivables and an overview of the retention of the material net economic interest. Until the regulatory technical standards relating to article 7 of the Securitisation Regulation came into effect on 23 September 2020 (the "Securitisation Regulation Reporting Effective Date"), the information regarding the underlying exposures will be provided prior to the Securitisation Regulation Reporting Effective Date in the Transparency Report which - in the Issuer's view - is in line with the level of information typically provided to noteholders of European structured finance instruments backed by loans in the period immediately prior to 1 January 2019. To the extent no securitisation repository is registered in accordance with article 10 of the Securitisation Regulation, the Servicer will make such information required by the Securitisation Regulation available on the website of the of the European DataWarehouse at www.eurodw.eu which, for the avoidance of doubt, will comply with the EU Transparency Requirements. If such securitisation repository should be registered in accordance with article 10 of the Securitisation Regulation, the Servicer will make the information available to such securitisation repository.

The Servicer, acting on behalf and on the instructions of the Issuer, will make the following information and documentation (as provided to it by or on behalf of the Issuer) available to the Relevant Recipients before pricing of the Notes on the website of the European DataWarehouse at www.eurodw.eu).

(a) made available – via www.eurodw.eu – to any potential investor in the Notes before pricing of the Notes data on historical default performance relating to the period starting on 1 October 2007 and ending on 30 June 2020 in respect of loan receivables substantially similar to the Receivables;

(b) made available – via Bloomberg – to any potential investor in the Notes before pricing of the Notes an accurate liability cash flow model representing precisely the contractual relationship between the Receivables and the payments flowing between the Seller, the Noteholders, the Issuer and any other party to the Transaction which contained an amount of information sufficient to allow such potential investor to price the Notes;

(c) made available – via www.eurodw.eu – to any potential investor in the Notes before pricing of the Notes information on the underlying exposures;

(d) made available – via www.eurodw.eu – to any potential investor in the Notes before pricing of the Notes the Transaction Documents (other than the Notes Purchase Agreement) and this Offering Circular in a draft form;

(e) made available – via www.eurodw.eu – to any potential investor in the Notes a draft of the STS notification referred to in article 27 of the Securitisation Regulation; and

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(f) will make available in final versions of this Offering Circular, the Transaction Documents (other than the Notes Purchase Agreement) and the STS notification referred to in article 27 of the Securitisation Regulation within 15 days from the Closing Date.

Any failure by the Issuer to fulfil the obligations under article 7 of the Securitisation Regulation may cause this Transaction to be non-compliant with the Securitisation Regulation.

None of the Issuer, the Lead Manager, Toyota Kreditbank GmbH or the Servicer makes any representation that the measures taken by the Issuer aiming for compliance with the disclosure requirements under article 7 of the Securitisation Regulation (and/or any implementing rules) are or will be actually sufficient for such purposes.

1.3 EU Due Diligence Requirements

Prospective investors and the Noteholders should be aware of article 5 of the Securitisation Regulation which, among others, requires institutional investors prior to holding a securitisation position to verify that the originator, sponsor or original lender retains on an ongoing basis a material net economic interest in accordance with article 6 of the Securitisation Regulation and the risk retention is disclosed to the institutional investor in accordance with article 7 of the Securitisation Regulation.

Each prospective investor and Noteholder is, however, required to independently assess and determine the sufficiency of the information described in the preceding paragraphs for the purposes of complying with article 5 of the Securitisation Regulation, and none of the Issuer, the Seller, Servicer, the Arranger or the Lead Manager gives any representation or assurance that such information is sufficient for such purposes. In addition, if and to the extent the Securitisation Regulation or any similar requirements are relevant to any prospective investor and Noteholder, such investor and Noteholder should ensure that it complies with the Securitisation Regulation or such other applicable requirements (as relevant).

Prospective investors who are uncertain as to the requirements which apply to them in any relevant jurisdiction should seek guidance from the competent regulator.

2. US Risk Retention

The final rules promulgated under section 15(G) of the US Securities Exchange Act of 1934, as amended, codified as Regulation RR 17 C.F.R. Part 246 (the "US Risk Retention Rules") generally require the "securitizer" of a "securitization transaction" to retain at least 5 per cent. of the "credit risk" of "securitized assets", as such terms are defined for purposes of the US Risk Retention Rules, and generally prohibit a securitizer from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer is required to retain. The US Risk Retention Rules also provide for certain exemptions from the risk retention obligations that they generally impose.

The Transaction will not involve risk retention by the Seller for the purposes of the US Risk Retention Rules, but rather will be made in reliance on a safe harbour provided for in Rule 20 of the US Risk Retention Rules regarding certain non-US related transactions. Such non-US transactions must meet certain requirements, including that (1) the transaction is not required to be and is not registered under the Securities Act; (2) no more than 10 per cent. of the dollar value (or equivalent amount in the currency in which the securities are issued) of all classes of securities issued in the securitisation transaction are sold or transferred to US persons (in each case, as defined in the US Risk Retention Rules) or for the account or benefit of US persons (as defined in the US Risk Retention Rules and referred to in this Offering Circular as "Risk Retention US Persons"); (3) neither the sponsor nor the issuer of the securitisation transaction is organised under US law or is a branch located in the United States of a non-US entity; and (4) no more than 25 per cent. of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or issuer organised or located in the United States.

The Notes sold as part of the initial distribution of the Notes may not be purchased by Risk Retention US Persons. Prospective investors should note that whilst the definition of "US person" in the US Risk Retention Rules is substantially similar to the definition of "US person" in Regulation S, the definitions are not identical and persons who are not "US persons" under Regulation S may be "US persons" under the US Risk Retention Rules.

There can be no assurance that the safe harbour provided for in Rule 20 of the US Risk Retention Rules regarding certain non-US related transactions will be available. Failure of the offering of the Notes to

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comply with the US Risk Retention Rules (regardless of the reason for such failure to comply) could give rise to regulatory action which may adversely affect the Notes. Furthermore, the impact of the US Risk Retention Rules on the securitisation market generally is uncertain, and a failure by a transaction to comply with the risk retention requirements of US Risk Retention Rules could negatively affect the market value and secondary market liquidity of the Notes.

Neither the Lead Manager nor any of its Affiliates makes any representation to any prospective investor or purchaser of the Notes as to whether the transactions described in this Offering Circular comply as a matter of fact with the US Risk Retention Rules on the Closing Date or at any time in the future. Investors should consult their own advisers as to the US Risk Retention Rules. No predictions can be made as to the precise effects of such matters on any investor or otherwise.

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TERMS AND CONDITIONS OF THE NOTES

The text of the terms and conditions of the Notes (the "Terms and Conditions") is set out below. Appendix A to the Terms and Conditions sets out the "TRANSACTION DEFINITIONS AND THE TRANSACTION INTERPRETATION" (see page 169 et seqq.), Appendix B to the Terms and Conditions sets out the "MATERIAL TERMS OF THE TRUST AGREEMENT (see page 76 et seqq.), Appendix C to the Terms and Conditions sets out the "DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL — Eligibility Criteria and Replenishment Criteria" (see pages 109) and Appendix D to the Terms and Conditions sets out the "CREDIT AND COLLECTION POLICY" for information purposes as in force as of the Closing Date (see page 137).

1. Definitions and Interpretation

1.1 Definitions

Unless the context requires otherwise, terms used in these Terms and Conditions shall have the meaning given to them in clause 2 (Defined Terms) (the "Transaction Definitions") of the transaction definitions agreement dated 20 October 2020 (as amended from time to time) and signed by, among others, the Issuer and the Trustee (the "Transaction Definitions Agreement").

1.2 Interpretation

Terms in these Terms and Conditions, except where otherwise stated or where the context otherwise requires, shall be interpreted in the same way as set forth in clause 1 (Interpretation) of the Transaction Definitions Agreement (the "Transaction Interpretation").

1.3 Conflict

In the event of any conflict between the Transaction Definitions and the Transaction Interpretation and these Terms and Conditions, these Terms and Conditions shall prevail.

2. Form and Denomination

(a) On the Closing Date, Koromo S.A., acting on behalf and for the account of its Compartment 3 (the "Issuer") will issue (begeben) the following classes of fixed rate amortising Notes in bearer form (Inhaberschuldverschreibungen) (the "Notes") pursuant to these Terms and Conditions:

(i) The class A Compartment 3 notes due 15 October 2033 (the "Class A Compartment 3 Notes") which are issued in an initial aggregate principal amount of EUR 900,000,000 and divided into 9,000 Class A Compartment 3 Notes, each having a principal amount of EUR 100,000; and

(ii) The class B Compartment 3 notes due 15 October 2033 (the "Class B Compartment 3 Notes") which are issued in the aggregate principal amount of EUR 100,000,000 and divided into 1,000 Class B Compartment 3 Notes, each having a principal amount of EUR 100,000.

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

(b) Each Class of Notes shall be initially represented by a temporary global bearer note in NGN form (each a "Temporary Global Note") without coupons attached. The Temporary Global Notes shall be exchangeable, as provided in paragraph (c) below, for permanent global bearer notes in NGN form (the "Permanent Global Notes") without coupons attached representing each such Class of Notes. Each Permanent Global Note and each Temporary Global Note is also referred to herein as a "Global Note" and, together, as "Global Notes". The Global Notes shall be held in book-entry form only. The Permanent Global Notes will not be exchangeable, in whole or in part for definitive Notes. Definitive Notes will not be issued. The Global Notes will, on or around the Closing Date, be deposited with the Common Safekeeper for Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream Luxembourg" and, together with Euroclear, the "ICSDs"). The Global Notes shall be effectuated by the Common Safekeeper. The Class A Compartment 3

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Notes are intended to be held in a manner which will allow Eurosystem eligibility. This does not mean that the Class A Compartment 3 Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon, inter alia, satisfaction of the Eurosystem eligibility criteria. The Global Note will bear the personal signatures of two directors of the Issuer and will be authenticated by an employee of BNP Paribas Securities Services S.C.A. Luxembourg Branch (the "Paying Agent").

(c) The Temporary Global Notes shall be exchanged for the Permanent Global Notes on a date not earlier than 40 calendar days after the later of the commencement of the offering and the Closing Date (the "Exchange Date"). Each Permanent Global Note delivered in exchange for the relevant Temporary Global Note shall be delivered only outside of the United States. Any exchange of a Temporary Global Note pursuant to this Condition 2(c) shall be made free of charge to the Noteholders. On an exchange (also of a portion only) of the Notes represented by a Temporary Global Note, the Issuer shall procure that details of such exchange shall be entered (pro rata, if applicable) in the records of the ICSDs.

(d) Payments of principal on the 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 Paying Agent of the certifications described in paragraph (c) above.

(e) Copies of the Global Note representing the Class A Compartment 3 Notes are available for inspection at the main offices of the Issuer and, as long as the Class A Compartment 3 Notes are listed on the official list of the Luxembourg Stock Exchange and are admitted to trading on its regulated market, from the Paying Agent (as defined in Condition 11(a) (Agents; Determinations Binding)).

(f) The Notes are subject to the provisions of the Trust Agreement. The main provisions of the Trust Agreement (including its Schedules I and II) are set out in Appendix B to these Conditions.

(g) The nominal amount of Notes represented by the relevant Global Note shall be the aggregate amount from time to time entered in the records of both ICSDs. The records of the ICSDs (which expression means the records that each ICSD holds for its customers which reflect the amount of such customer's interest in the Notes) shall be conclusive evidence of the nominal amount of Notes represented by such Global Note and, for these purposes, a statement issued by an ICSD stating that the nominal amount of the Notes so represented at any time shall be conclusive evidence of the records of the relevant ICSD at that time.

(h) On any redemption or payment of an instalment being made in respect of, or purchase and cancellation of, any of the Notes represented by the relevant Global Note the Issuer shall procure that details of such redemption, payment or purchase and cancellation (as the case may be) in respect of the Global Note shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by the relevant Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid.

3. Status and Priority

(a) The Notes constitute direct, secured and (subject to Condition 4.2 (Non-Petition and Limited Recourse against the Issuer)) unconditional obligations of the Issuer.

(b) The obligations of the Issuer under the Class A Compartment 3 Notes rank pari passu amongst themselves without any preference among themselves, subject to the applicable Priority of Payments as set out in Condition 7 (Pre-Enforcement Priority of Payments) and Condition 9 (Post-Enforcement Priority of Payments). The obligations of the Issuer under the Class B Compartment 3 Notes rank junior to the Class A Compartment 3 Notes and rank pari passu amongst themselves, subject to the applicable Priority of Payments as set out in Condition 7 (Pre-enforcement Priority of Payments) and Condition 9 (Post-Enforcement Priority of Payments).

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

4.1 Security Assets

Pursuant to the provisions of the Trust Agreement, the Issuer has charged to the Trustee all its rights, claims and interests in the Purchased Receivables and the Related Collateral (that was transferred by the Seller to it under the Receivables Purchase Agreement), all of its rights, claims and interests arising under certain Transaction Documents to which the Issuer is a party and certain other rights specified in the Trust Agreement (such collateral as created pursuant to clause 13 (Assignment and Transfer of Security Assets for Security Purposes) of the Trust Agreement, the "Security Assets") as security for the Issuer's obligations under the Notes and the obligations owed by the Issuer to the other Secured Parties.

4.2 Non-Petition and Limited Recourse against the Issuer

(a) No Proceedings against the Issuer

(i) Until the date falling one year and one day after the Final Discharge Date, the Noteholders or any person on their behalf shall not initiate, or join any Person in initiating, Insolvency Proceedings in respect of the Issuer, provided that any Noteholder may join any proceedings or action under any applicable insolvency law that is initiated by any Person other than such Noteholder or one of such Noteholder's Affiliates.

(ii) None of the Noteholders shall be entitled to take, or join in the taking of, any corporate action, legal proceedings or other procedure or step which would result in any applicable Priority of Payments not being complied with.

(b) Limited Recourse

Each Noteholder agrees with and acknowledges to the Issuer that, notwithstanding any other provision of this Agreement, all obligations of the Issuer to the Noteholders, including, without limitation, the Secured Obligations, are limited in recourse as set out below:

(i) each Noteholder agrees that it will have a claim only in respect of the Security Assets and will not have any claim, by operation of law or otherwise, against, or recourse to, any of the Issuer's other assets, the assets of any other Compartment created by the board of directors of the Company or the share capital of the Company;

(ii) sums payable to the Noteholders in respect of the Issuer's obligations to the Noteholders shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to the Noteholders and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Issuer in respect of the Security Assets, whether pursuant to enforcement of the Security Assets or otherwise, net of any sums which are payable by the Issuer in accordance with the applicable Priority of Payments in priority to or pari passu with sums payable to the Noteholders; and

(iii) upon the giving written notice to the Noteholders in accordance with Condition 14 (Form of Notices) that the Trustee has determined (in reliance on the certification delivered to it by the Seller) that there is no reasonable likelihood of there being any further realisations in respect of the Security Assets (whether arising from an enforcement of the Security Assets or otherwise) which would be available pursuant to the applicable Priority of Payments to pay unpaid amounts outstanding under this Agreement, the Noteholders shall have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full.

(c) Extinguishment of Claims

Having realised the Security Assets and distributed all Available Distribution Amount in accordance with the Post-Enforcement Priority of Payments, neither the Trustee nor the 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.

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4.3 Enforcement of Payment Obligations

The Trustee shall enforce the Security Assets upon the Enforcement Conditions being fulfilled and in accordance with the terms of the Trust Agreement, in particular clause 19.3 (Enforcement of the Security Assets) of the Trust Agreement.

4.4 Enforcement Conditions and Issuer Event of Default

"Enforcement Conditions" means the following cumulative conditions (i) the occurrence of an Issuer Event of Default; and (ii) the Security Interests over the Security Assets having become enforceable; and (iii) an Enforcement Notice has been sent by the Trustee to the Issuer.

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

(a) a default occurs in the payment of principal on the Legal Maturity Date (and such default is not remedied within five Business Days of its occurrence) in respect of any Note of the most senior Class of Notes outstanding;

(b) the Issuer fails to perform or observe any of its other obligations under these Terms and Conditions or the Transaction Documents (other than the Underlying Agreement) and such failure continues for a period of 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 3 Notes, the Class B Compartment 3 Notes, or any Transaction Document; or

(d) the Issuer became Insolvent.

5. General Covenants of the Issuer

5.1 Appointment of Trustee

As long as any 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 Notes

6.1 Payment Dates

Payments of principal in respect of the Notes to the Noteholders shall become due and payable monthly on each 15th day of each calendar month, provided that if such day is not a Business Day, the relevant payment shall only be due on the next following Business Day (each such day, a "Payment Date"). "Business Day" means any day on which TARGET is open for the settlement of payments in EUR and on which banks are open for general business and foreign exchange markets settle payments in Frankfurt, Cologne and Luxembourg.

6.2 No Interest Payments

No interest will accrue on the Notes, i.e. the applicable rate of interest payable on the Notes shall be 0.00 per cent. per annum.

6.3 Note Principal Amount

Payments of principal on each Note as of any Payment Date shall be calculated on the basis of the Note Principal Amount of such Note. The "Note Principal Amount" of any Note with respect to any Payment Date the principal amount of any Note (rounded, if necessary, to the nearest EUR 0.01, with EUR 0.005 being rounded upwards) equal to the initial principal amount of such Note as, on or before such Payment Date, reduced by all amounts paid in respect of principal on such Note prior to or on such Payment Date. The aggregation amount of the Note Principal Amount of the Notes is referred to herein as the "Aggregate Note Principal Amount".

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6.4 Payments and Discharge

(a) Payments of principal in respect of the Notes shall be made from the Available Distribution Amount by the Issuer, through the Paying Agent, on each Payment Date to, or to the order of, the Clearing System for credit to the relevant account holders in the Clearing System for subsequent transfer to the Noteholders.

The "Available Distribution Amount" means, with respect to a Payment Date, the sum of the following amounts:

(i) the Collections;

(ii) the amount standing to the credit of the General Reserve Ledger;

(iii) the amount standing to the credit of the Replenishment Ledger;

(iv) the amount standing to the credit of the Commingling Reserve Ledger upon the occurrence of a Servicer Termination Event, to the extent necessary to cover any Shortfalls; and

(v) any other amount (excluding Collections) standing to the credit of the Operating Ledger.

(b) 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 Notes to the extent of the sums so paid. Any failure to make the entries in the electronic data documentation of the Clearing System of the Note Principal Amount referred to in Condition 6.3 (Note Principal Amount) shall not affect the discharge referred to in the preceding sentence.

7. Pre-Enforcement Priority of Payments

The payment of the relevant Principal Amounts on each Payment Date to the Noteholders shall, prior to the Enforcement Conditions being fulfilled, be subject to the Pre-Enforcement Priority of Payments. After the Enforcement Conditions being fulfilled, the payment of the relevant Principal Amounts will be subject to the Post-Enforcement Priority of Payments as set out in Condition 9 (Post-Enforcement Priority of Payments). Pursuant to the Pre-Enforcement Priority of Payments, on each Payment Date, the Available Distribution Amount as of the relevant Cut-Off Date immediately preceding such Payment Date shall be allocated in the following manner and priority:

(a) any due and payable taxes owed by the Issuer;

(b) any due and payable Trustee Expenses;

(c) any due and payable Administrative Expenses;

(d) any due and payable Servicing Fee;

(e) (on a pro rata and pari passu basis) any due and payable interest amounts on the Class A Compartment 3 Notes;

(f) to the General Reserve Ledger up to the General Reserve Required Amount;

(g) during the Replenishment Period only: to the Replenishment Ledger up to an amount equal to the Maximum Replenishment Amount to enable the Issuer to purchase Additional Receivables on such Purchase Date up to the amount standing to the credit of the Replenishment Ledger;

(h) during the Amortisation Period only: (on a pro rata and pari passu basis) the Class A Compartment 3 Principal Redemption Amount in respect of the redemption of the Class A Compartment 3 Notes until the Aggregate Note Principal Amount of the Class A Compartment 3 Notes is reduced to zero;

(i) (on a pro rata and pari passu basis) any due and payable interest amounts on the Class B Compartment 3 Notes;

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(j) during the Amortisation Period only: (on a pro rata and pari passu basis) the Class B Compartment 3 Principal Redemption Amount in respect of the redemption of the Class B Compartment 3 Notes until the Aggregate Note Principal Amount of the Class B Compartment 3 Notes is reduced to zero;

(k) any due and payable interest amounts on the Subordinated Loan; the Subordinated Loan Redemption Amount in respect of the redemption of the Subordinated Loan until the Subordinated Loan is reduced to zero; and

(l) the Final Excess Spread to the Seller.

8. Replenishment and Redemption

8.1 Replenishment

No payments of principal in respect of the Notes shall become due and payable to the Noteholders during the Replenishment Period. On each Payment Date during the Replenishment Period, the Seller may, at its own discretion, offer to sell and assign to the Issuer the Additional Receivables in accordance with the provisions of the Receivables Purchase Agreement for an Additional Purchase Price equal to the Aggregate Principal Balance as of the Additional Cut-Off Date provided that the Replenishment Criteria are met.

"Replenishment Period" means the period which commences on the Closing Date (including) and which ends on (but excludes) the earlier of (i) the Payment Date falling in October 2025, and (ii) the Payment Date on which an Early Amortisation Event has occurred prior to the respective Calculation Date.

"Replenishment Criteria" means the following criteria to be calculated on a Portfolio basis throughout the Replenishment Period on each Reporting Date and being calculated by taking into account the Additional Receivables to be purchased on the immediately following Purchase Date:

(a) the sum of the Principal Balances resulting from Underlying Agreements in respect of used Vehicles does not account for more than 50.00 per cent of the Aggregate Principal Balance;

(b) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers does not account for more than 35.00 per cent. of the Aggregate Principal Balance;

(c) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers in respect of used Vehicles does not account for more than 10.00 per cent. of the Aggregate Principal Balance; and

(d) the weighted average nominal interest rate of all Underlying Agreements is not smaller than 2.00 per cent.

8.2 Amortisation — Pre-Enforcement

(a) After the termination of the Replenishment Period, the Issuer will redeem the Class A Compartment 3 Notes and the Class B Compartment 3 Notes.

(b) If on any Reporting Date the Servicer has not provided the Cash Administrator with the Servicer Report, so that on the Calculation Date the Cash Administrator cannot calculate the amount of principal to be redeemed, the Issuer will not redeem the Notes on the relevant Payment Date.

(c) The Issuer will continue to redeem the Notes in accordance with Condition 8.2(a) from the Payment Date in relation to which such Servicer has provided the Cash Administrator with the Servicer Report on the Reporting Date immediately preceding such Payment Date.

8.3 Final Redemption — Maturity

On the Payment Date falling on 15 October 2033 (the "Legal Maturity Date"),

(a) each Class A Compartment 3 Note shall, unless previously redeemed, be redeemed in full at the then Note Principal Amount; and

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(b) after all the Class A Compartment 3 Notes have been redeemed in full, each Class B Compartment 3 Note shall, unless previously redeemed, be redeemed in full at the then Note Principal Amount.

8.4 Early Redemption for Default

(a) Any Noteholder may declare due the Notes held by it at the then current Note Principal Amount plus accrued interest by delivery of a written notice to the Issuer with a copy to the Trustee if any of the following Issuer Events of Default with respect to the relevant Note held by it has occurred and has not been remedied prior to receipt by the Issuer of such notice:

(i) the Issuer became Insolvent;

(ii) a default occurs in the payment of principal on the Legal Maturity Date (and such default is not remedied within five Business Days of its occurrence) in respect of any Note of the most senior Class of Notes outstanding;

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

(iv) 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 3 Notes, the Class B Compartment 3 Notes, or any Transaction Document.

(b) Upon receipt by the Issuer of a notice from a Noteholder to the effect that an Issuer Event of Default as set out in Condition 8.4(a) has occurred,

(i) the Issuer shall promptly (unverzüglich) notify the Trustee hereof in writing; and

(ii) provided that such Issuer Event of Default is continuing at the time such notice is received by the Issuer, all Notes (but not some only) will become due for redemption on the Payment Date following the Termination Date in an amount equal to their then current Note Principal Amounts plus accrued but unpaid interest.

(c) Immediately upon the earlier of being informed of the occurrence of an Issuer Event of Default (i) in accordance with Condition 8.4(a) or (ii) in any other way, the Trustee serves an Enforcement Notice to the Issuer, to the extent the Security Interest over the Security Assets has become enforceable.

(d) Upon the delivery of an Enforcement Notice by the Trustee to the Issuer, the Trustee (i) enforces the Security Interest over the Security Assets and (ii) applies any available Issuer Proceeds on the Payment Date following the Termination Date and thereafter on each subsequent Payment Date in accordance with the Post-Enforcement Priority of Payments.

8.5 Early Redemption — Repurchase Options

(a) Repurchase upon the occurrence of a Repurchase Event

The Seller may upon at least 10 Business Days prior written notice to the Issuer (with a copy to the Trustee) exercise its option to repurchase all (but not only some) of the Purchased Receivables and Related Collateral (if any) on the Payment Date following such notice (or, if such notice is delivered to the Issuer less than 10 Business Days prior to such Payment Date, the next following Payment Date) at the Repurchase Price if a Repurchase Event has occurred provided that:

(i) the Issuer and the Seller have agreed on the Repurchase Price (which shall at least be sufficient to redeem the Class A Compartment 3 Notes in accordance with the applicable Priority of Payments);

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(ii) the Seller has agreed to reimburse the Issuer for any costs and expenses in respect of the repurchase and reassignment or retransfer of the Purchased Receivables.

Upon receipt of a notice pursuant to Condition 8.5(a)(i), the Issuer shall (i) resell all Purchased Receivables (including the Related Claims and Rights) and (ii) upon receipt of the corresponding Repurchase Price on the Operating Ledger redeem all (but not only some) of the Notes on such Payment Date at their then current Note Principal Amount.

(b) Consent of the Trustee

The Trustee has consented to the repurchase, re-assignment and retransfer of such Purchased Receivables and Related Collateral (if any) by the Issuer to the Seller.

8.6 Partial Redemption

(a) On each Determination Date falling in the Replenishment Period, the Servicer shall determine the amount remaining on the Replenishment Ledger after the application of the Priority of Payments (the "Maximum Partial Redemption Amount").

(b) The Servicer shall notify within one Business Day the Seller, the Issuer, the Trustee and the Cash Administrator of its determination in respect of the Maximum Partial Redemption Amount.

(c) Further to such notice pursuant to (b) above, the Seller shall be entitled but not obliged, by no later than two Business Days following receipt of such notification from the Servicer to propose to the Issuer and the Noteholders to partially redeem, on a pro rata basis, the Notes by indicating the Requested Partial Redemption Amount, provided that the Requested Partial Redemption Amount is lower than the Maximum Partial Redemption Amount.

(d) Upon receipt of the partial redemption request of the Seller, each Noteholder and the Issuer shall indicate in writing to the Seller by no later than two Business Days whether it consents to such partial redemption proposed by the Seller.

9. Post-Enforcement Priority of Payments

After the Enforcement Conditions being fulfilled, the Trustee shall apply all Issuer Proceeds on each Payment Date towards the discharge of the claims of the Noteholders and the other creditors of the Issuer in accordance with the following priority of payments (in sequential order) to the payment:

(a) of any due and payable taxes owed by the Issuer;

(b) of any due and payable Trustee Expenses;

(c) of any due and payable Administrative Expenses;

(d) of any due and payable Servicing Fee;

(e) (on a pro rata and pari passu basis) any due and payable interest amounts on the Class A Compartment 3 Notes;

(f) (on a pro rata and pari passu basis) in respect of the redemption of the Class A Compartment 3 Notes until the Aggregate Note Principal Amount of the Class A Compartment 3 Notes is reduced to zero;

(g) (on a pro rata and pari passu basis) of any due and payable Interest Amounts on the Class B Compartment 3 Notes;

(h) (on a pro rata and pari passu basis) in respect of the redemption of the Class B Compartment 3 Notes until the Aggregate Note Principal Amount of the Class B Compartment 3 Notes is reduced to zero;

(i) of any due and payable interest amounts on the Subordinated Loan;

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(j) in respect of the redemption of the Subordinated Loan until the Loan is reduced to zero;

(k) of the Final Excess Spread to the Seller.

10. Notifications

With respect to each Payment Date, the Paying Agent (as specified below) shall notify the Issuer, the Corporate Administrator, the Cash Administrator, the Trustee and, on behalf of the Issuer, by means of notification in accordance with Condition 14 (Form of Notices), the Noteholders, and for so long as any of the Class A Compartment 3 Notes are listed on the Luxembourg Stock Exchange, the Luxembourg Stock Exchange, as follows:

(a) in respect of the amount of principal payable in respect of each Note pursuant to Condition 8 (Replenishment and Redemption) to be paid on such Payment Date;

(b) generally and in the case of an early redemption pursuant to Condition 8.4 (Early Redemption for Default) not later than on the Business Day preceding the Payment Date or, as soon as available;

(c) in the case of an early redemption pursuant to Condition 8.5(a) (Repurchase upon the Occurrence of a Repurchase Event) and a partial redemption pursuant to Condition 8.6 (Partial Redemption) not later than on the Business Day preceding the Payment Date on which such redemption shall occur;

(d) in the event of the final payment in respect of the Notes pursuant to Condition 8.3 (Final Redemption - Maturity), about the fact that such is the final payment; and

(e) in the event of redemption after the Enforcement Conditions being fulfilled, in respect of the amounts of principal paid in accordance with Condition 9 (Post-Enforcement Priority of Payments).

11. Agents; Determinations Binding

(a) The Issuer has appointed BNP Paribas Securities Services S.C.A., Luxembourg Branch as paying agent (the "Paying Agent") and BNP Paribas Securities Services S.C.A., Luxembourg Branch as Cash Administrator (the "Cash Administrator").

(b) The Issuer shall procure that for so long as any Notes are outstanding there shall always be a paying agent to perform the functions assigned to the Paying Agent in the Agency Agreement. The Issuer may at any time, by giving not less than 30 calendar days' notice by publication in accordance with Condition 14 (Form of Notices), replace the Paying Agent by one or more other banks or other financial institutions which assume such functions. The Paying Agent shall act solely as agent for the Issuer and shall not have any agency, fiduciary or trustee relationship with the Noteholders.

(c) All calculations and determinations made by the Cash Administrator or the Paying Agent (as applicable) for the purposes of these Conditions shall, in the absence of manifest or proven 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 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).

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

(i) any of the Issuer, the Seller, the Servicer, the Paying Agent or the Cash Administrator 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 Notes or the other Transaction Documents to which it is a party; or

(ii) any of the Issuer, the Seller or the Servicer 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 Notes and/or the other Transaction Documents to which it is a party or (y) would not be entitled to a 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 Notes or the other Transaction Documents;

then the Issuer shall inform the Trustee accordingly and the Issuer shall, in order to avoid the relevant event described in paragraph (i) or (ii) above, use its reasonable endeavours to arrange the substitution of the Issuer (in respect of Compartment 3), 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 3) is entitled to substitute in its place another company (the "New Issuer") as an Obligor for all obligations arising under and in connection with the 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 3) under or pursuant to the Notes and the Transaction Documents by means of an agreement with the Issuer and/or the other parties to the Transaction Documents, and that the Security Assets created in accordance with Condition 4.1 (Security Assets) 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 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 Issuer;

(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 with the Notes without discrimination against the Noteholders in their entirety and the Trustee relying on legal advice 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 3) 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 S&P has confirmed in writing that such substitution will not negatively affect or result in a downgrading or withdrawal of the current rating of any Note.

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Upon fulfilment of the aforementioned conditions, the New Issuer shall in every respect substitute the Issuer (in respect of Compartment 3), and the Issuer (in respect of Compartment 3) shall, vis-à-vis the Noteholders, be released from all obligations relating to the function of issuer under or in connection with the Notes.

(c) Notice of such substitution of the Issuer (in respect of Compartment 3) 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 3) in these Conditions shall be deemed to be a reference to the New Issuer.

14. Form of Notices

So long as any Class A Compartment 3 Notes are listed on the official list of the Luxembourg Stock Exchange, all notices concerning the Class A Compartment 3 Notes shall be made by means of electronic publication on the internet website of the Luxembourg Stock Exchange (www.bourse.lu). Any notice so given will be deemed to have been validly given on the third day following the date of such publication. If the Rules of the Luxembourg Stock Exchange otherwise so permit, the Issuer may deliver the relevant notice to the Clearing System for communication by the Clearing System to the Noteholders, in lieu of publication as set forth in the first sentence of this paragraph above; any such notice shall be deemed to have been validly given on the seventh day after the day on which the said notice was given to the Clearing System.

15. Miscellaneous

15.1 Amendments

(a) The Trustee is obliged to concur with the Issuer in making any modification to these Terms and Conditions and any other Transaction Document to which the Trustee is a party or in relation to which it holds security that the Issuer considers necessary to:

(i) correct a manifest error or of a formal, minor or technical nature;

(ii) comply with the General Data Protection Regulation, the Securitisation Regulation (also with respect to the requirements as to simplicity, transparency and standardisation set out articles 18 through 22), EMIR and/or any other laws, regulations or directives or directions of any governmental or regulatory authority;

(iii) (y) reflect the then current published rating criteria of a Rating Agency and which does not conflict with the then current published rating criteria of any other Rating Agency or (z) avoid a downgrade, withdrawal or suspension of the then current ratings assigned by a Rating Agency to the Class A Compartment 3 Notes;

(iv) enable the Class A Compartment 3 Notes to be (or to remain) listed on the Luxembourg Stock Exchange;

(v) enable the appointment of any additional or replacement account bank and/or the opening of any additional or replacement account in the name of the Issuer in accordance with the Transaction Documents,

provided that with respect to paragraphs (ii) through (v):

(A) at least 30 days' prior written notice of any such proposed modification has been given to the relevant Transaction Parties (in case of the Noteholder in accordance with Condition 14 (Form of Notices); and

(B) the consent of each Transaction Party (other than the Noteholders) which (y) is party to the relevant Transaction Document or (z) has a right to consent to such modification pursuant to the provisions of the relevant Transaction Document has been obtained.

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(b) In addition, the Noteholders of a particular Class of Notes may agree to amendments of these Terms and Conditions applicable to such Class of Notes by majority vote and may appoint a noteholder's representative for all Noteholders of such Class of Notes for the preservation of their rights (section 5, paragraph (1) sentence 1 of the German Act on Debt Securities of Entire Issues (Gesetz über Schuldverschreibungen aus Gesamtemissionen (Schuldverschreibungsgesetz - SchVG))).

15.2 Presentation Period

The presentation period for the Global Notes shall end five years after the Legal Maturity Date in accordance with section 801(1), first sentence BGB.

15.3 Replacement of Global Notes

If 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 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.

15.4 Governing Law

The form and content of the Notes and all of the rights and obligations of the Noteholders and the Issuer under the Notes shall be governed in all respects by the laws of Germany. The provisions of articles 470-3 to 470-19 of the Luxembourg Companies Law regarding the representations of noteholders and noteholder’s meetings shall not apply to this Terms and Conditions and to the Notes.

15.5 Jurisdiction

The competent courts in Frankfurt am Main shall have non-exclusive jurisdiction (nichtausschließlicher Gerichtsstand) over any action or other legal proceedings arising out of or in connection with the Notes. The German courts shall have exclusive jurisdiction over the annulment of the Global Notes in the event of their loss or destruction.

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MATERIAL TERMS OF THE TRUST AGREEMENT

The following is the text of the material terms of the Trust Agreement. 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.

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 Signing Date between Koromo S.A. acting on behalf and for the account of its Compartment 3 as the Issuer, Circumference FS (Netherlands) B.V. as the Trustee, Circumference FS (UK) Limited as the Data Trustee, Toyota Kreditbank GmbH as the Seller and the Servicer, Société Générale S.A. as the Lead Manager, BNP Paribas Securities Services S.C.A., Luxemburg Branch as the Cash Administrator and the Paying Agent and BNP Paribas Securities Services S.C.A. Frankfurt Branch as the Account Bank and Circumference FS (Luxembourg) S.A. as the Corporate Administrator.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Definitions

Unless the context requires otherwise, terms used in this Agreement (including the recitals and the schedule hereto) shall have the meaning given to them in clause 2 (Defined Terms) of the transaction definitions agreement dated 20 October 2020 (as amended from time to time) and signed by, among others, the Issuer and the Trustee (the "Transaction Definitions Agreement").

1.2 Interpretation

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 1 (Interpretation) of the Transaction Definitions Agreement.

1.3 Conflict

In the event of any conflict between clause 1 (Interpretation) and clause 2 (Defined Terms) of the Transaction Definitions Agreement and this Agreement, this Agreement shall prevail.

1.4 General Liability

Any liability of the Parties arising under this Agreement shall be several and not joint (keine gesamtschuldnerische Haftung).

2. Appointment of the Trustee; Powers of Attorney

2.1 The Issuer appoints Circumference FS (Netherlands) B.V. to hold and enforce certain security assets as trustee (Treuhänder) for the benefit of the Secured Parties in accordance with this Agreement. Circumference FS (Netherlands) B.V. accepts such appointment by the Issuer.

2.2 Each of the Parties (other than the Trustee) authorises and grants a power of attorney to, the Trustee to:

(a) agree upon any amendments to the Transaction Documents in each case for and on behalf of the Secured Parties, provided that any amendment to the Transaction Documents shall be made in accordance with Condition 15.1 (Amendments);

(b) execute all other necessary agreements related to this Agreement at the cost of the Issuer;

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(c) accept any pledge or other accessory right (akzessorisches Sicherungsrecht) or any assignment or transfer on behalf of the Secured Parties;

(d) make and receive all declarations, statements and notices which are necessary or desirable in connection with this Agreement and the other Transaction Documents, including, without limitation with respect to any amendment of these agreements as a result or for the purpose of a substitution of a Secured Party, and of any other security agreements that may be entered into in connection with this Agreement; and

(e) undertake all other necessary or desirable actions and measures, including, without limitation, the perfection of any Security Interest over the Security Assets in accordance with this Agreement.

The power of attorney shall expire as soon as a Substitute Trustee has been appointed pursuant to clause 24.3 (Term; Termination - Effect of Termination). Upon the Trustee's request, the Parties shall provide the Trustee with a separate certificate for the powers granted in accordance with this clause 2.2.

2.3 For the purposes of this clause 2 and to the extent legally possible, the Parties hereby release the Trustee from the restrictions of self-dealing under section 181 BGB and any other similar provision under foreign laws.

3. Declaration of Trust (Treuhand); Reinterpretation as Agency Agreement

3.1 The Trustee shall in relation to the Security Interest created under this Agreement acquire, hold and enforce the Security Assets which are pledged (verpfändet), assigned (abgetreten) or transferred (übereignet) (as applicable) to it pursuant to this Agreement for the purpose of securing the Trustee Claim as trustee (Treuhänder) for the benefit of the Secured Parties, and shall act in accordance with the terms and subject to the conditions of this Agreement in relation to the Security Assets. The Parties agree that the Security Assets shall not form part of the Trustee's estate, irrespective of which jurisdiction's Insolvency Proceedings apply.

3.2 In relation to any jurisdiction the courts of which would not recognise or give effect to the trust (Treuhand) expressed to be created by this Agreement, the relationship of the Issuer and the Secured Parties to the Trustee shall be construed as one of principal and agent but, to the extent permissible under the laws of such jurisdiction, all the other provisions of this Agreement shall have full force and effect between the Parties hereto.

4. Conflict of Interest

In case of a conflict of interest between Secured Parties, the Trustee shall give priority to their respective interests in the order set out in the applicable Priority of Payments, provided that if there is a conflict of interest between holders of different Classes of Notes the Trustee shall give priority to the holders of Class A Compartment 3 Notes and then to the holders of Class B Compartment 3 Notes.

5. Contract for the Benefit of the Noteholders

This Agreement grants the Noteholders the right to demand that the Trustee performs the Trustee Services (contract for the benefit of a third party (echter Vertrag zugunsten Dritter) pursuant to section 328 paragraph 1 BGB). For the avoidance of doubt, Section 334 BGB shall be applicable.

6. Trustee Services; Limitations

6.1 The Trustee shall provide the following Trustee Services subject to and in accordance with this Agreement.

(a) The Trustee shall hold and enforce the Security Interests in the Security Assets that are granted to it by way of pledge (Verpfändung), assignment (Sicherungsabtretung) or transfer (Sicherungsübereignung) pursuant to clauses 12 (Pledge of Security Assets) and 13 (Assignment and Transfer of Security Assets for Security Purposes), as trustee (Treuhänder) for the benefit of the Secured Parties in accordance with the security purpose (Sicherungszweck)

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as set forth in clause 15 (Purpose of Security) and in accordance with the terms and subject to the conditions of this Agreement and the other Transaction Documents.

(b) The Trustee shall hold the Security Assets at all times separate and distinguishable from any other assets the Trustee may have.

(c) The Trustee shall hold, collect, enforce and release the Security Assets only in accordance with the provisions of this Agreement and shall collect the Security Assets only in accordance with the German Legal Services Act (Rechtsdienstleistungsgesetz), if applicable, as may be amended from time to time.

(d) If, following the occurrence of an Issuer Event of Default the Trustee becomes aware that the value of the Security Assets is at risk, the Trustee shall in its reasonable discretion take or cause to be taken all actions which in the opinion of the Trustee are necessary or desirable to preserve the value of the Security Assets. The Issuer and the Servicer will inform the Trustee without undue delay (ohne schuldhaftes Zögern) upon becoming aware that the value of the Security Assets is at risk.

(e) If an Obligor Notification Event has occurred and the Servicer or, if appointed, a Substitute Servicer does not notify the Obligors of the assignment of the Purchased Receivables according to clause 16 (Notification of Obligors) of the Servicing Agreement, (i) the Issuer shall forward the last updated portfolio list received by it pursuant to clause 7 (Reporting; Records; Audit) of the Servicing Agreement to the Trustee and (ii) the Trustee shall notify the Obligors immediately of the assignment of the Purchased Receivables by sending a notification letter substantially in the form attached as schedule 4 Part 1 (Form of Obligor Notification) to the Servicing Agreement.

(f) Upon the occurrence of a Servicer Termination Event, the Trustee shall appoint a Substitute Servicer upon being instructed by the Issuer in accordance with clause 18.3 of the Servicing Agreement. In this respect, the Trustee shall:

(i) identify and approach entities which satisfy the criteria set out in clause 18.2 of the Servicing Agreement;

(ii) request each such entity identified to provide a written fee quote; and

(iii) select the most suited entity as Substitute Servicer upon receipt of each such fee quote and use reasonable endeavours to appoint such credit institution as Substitute Servicer as soon as possible.

If no Substitute Servicer has been appointed within 90 calendar days as of the occurrence of a Servicer Termination Event, the Trustee will notify the Rating Agencies thereof.

6.2 Limitations

(a) No provision of this Agreement will require the Trustee to do anything which may be illegal or contrary to applicable law or regulations or extend 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 of its rights or powers or otherwise in connection with this Agreement, if the Trustee determines in its sole discretion (exercised reasonably) that repayment of such funds or adequate indemnity against such risk or liability is not assured to it.

(b) The Trustee may in connection with the performance of its duties hereunder, if the Trustee deems it necessary or advisable, at the expense of the Issuer, seek information and advice from legal counsel, financial consultants, banks, and other experts at market prices (after obtaining several offers), provided that any such advisor is a Person the Trustee believes is reputable and suitable to advise it and the Trustee has obtained the prior written consent of the Issuer (provided that no such consent shall be required upon the Enforcement Conditions being fulfilled). Any advice requested in accordance with this clause from any advisors shall not qualify as a delegation within the meaning of clause 8 (Delegation) and shall not incur any liability of the Trustee to supervise such advisors.

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(c) The Trustee when performing any obligation on behalf of the Issuer, shall be entitled to request from the Issuer to provide the Trustee with assistance as required by the Trustee in order to carry out the Issuer's obligation.

(d) The Trustee shall not be responsible for, and shall not be required to investigate, monitor, supervise or assess, the validity, suitability, value, sufficiency, existence and enforceability of any or all of the Security Assets and any Security Interest, the Notes or any Transaction Document or the occurrence of an Issuer Event of Default.

(e) The Trustee will not be precluded from entering into contracts with respect to other transactions.

(f) Unless explicitly stated otherwise in the Transaction Documents to which the Trustee is a party and subject to the principles of good faith (Treu und Glauben), reports, notices, documents and any other information received by the Trustee pursuant to the Transaction Documents are for information purposes only and the Trustee is not required to take any action as a consequence thereof or in connection therewith.

(g) In connection with the performance of its obligations hereunder or under any other Transaction Document to which it is a party, the Trustee may rely upon any document believed by it to be genuine (also when presented as a copy or in digital form) and to have been signed or presented by the proper party or parties and, for the avoidance of doubt, the Trustee shall not be responsible for any loss, cost, Damages or expenses that may result from such reliance.

6.3 Acknowledgement

The Trustee has been provided with copies of the Transaction Documents and is aware of the contents thereof.

7. Liability of Trustee

The Trustee shall be liable for breach of its obligations under this Agreement and the obligations of any of its directors or delegates only if and to the extent that it fails to meet the Trustee Standard of Care.

8. Delegation

8.1 Delegation by the Trustee

(a) The Trustee may at its own costs, subject to the prior written consent of the Issuer (which shall not be unreasonably withheld) transfer, sub-contract or delegate the Trustee Services provided that upon the Enforcement Conditions being fulfilled the Trustee may at the Issuer's cost and without the Issuer's consent being required transfer, sub-contract or delegate the Trustee Services. The Trustee shall notify the Seller of any transfer, sub-contracting or delegating of any Trustee Service.

(b) If any of the Trustee Services requires a registration under the German Legal Services Act (Rechtsdienstleistungsgesetz) the Trustee shall, at the cost of the Issuer, delegate such Trustee Service if it is not registered itself.

(c) The Trustee shall remain liable for diligently selecting and providing initial instructions to any delegate appointed by it hereunder in accordance with the Trustee Standard of Care, provided that this shall only apply if

(i) the Trustee assigns (to the extent legally possible) to the Issuer any payment claims that the Trustee may have against any delegate referred to in this clause 8.1 arising from the performance of the Trustee Services by such delegate in connection with any matter contemplated by this Agreement in order to secure the claims of the Issuer against the Trustee;

(ii) the Trustee procures that the delegate shall be obliged to apply at all times the Trustee Standard of Care in performing the Trustee Services delegated to it;

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(iii) the degree of creditworthiness and financial strength of such delegate is at all times comparable to the degree of creditworthiness and financial strength of the Trustee;

(iv) the delegate is, to the extent applicable with respect to the delegated Trustee Services, either (a) a merchant (Kaufmann) within the meaning of sections 1 and 2 of the German Commercial Code (Handelsgesetzbuch) or (b) an entity incorporated under any other than German law with a similar legal status referred to under (a); and

(v) the agreement between the Trustee and the delegate qualifies as agency agreement (Geschäftsbesorgungsvertrag) under German law and does not provide for any restrictions on the assignment of the claims thereunder.

8.2 Delegation by the Issuer

The Issuer shall at all times be entitled to perform its obligations hereunder through competent third parties.

9. Trustee Claim

9.1 The Issuer irrevocably and unconditionally, by way of an independent promise to perform obligations (abstraktes Schuldversprechen), promises to pay, whenever a Secured Obligation that is payable by the Issuer to a Secured Party has become due (fällig), an equal amount to the Trustee.

9.2 The Trustee Claim shall rank with the same priority as the Secured Obligations.

9.3 The Trustee Claim is separate and independent from any claims in respect of the Secured Obligations, provided that:

(a) the Trustee Claim shall be reduced to the extent that any payment obligations under the Secured Obligations have been discharged (erfüllt);

(b) the payment obligations under the Secured Obligations shall be reduced to the extent that the Trustee Claim has been discharged (erfüllt); and

(c) the Trustee Claim shall correspond to the Issuer's payment obligations under the Secured Obligations.

9.4 The Trustee Claim will become due (fällig), if and to the extent that the Secured Obligations have become due (fällig).

10. Trustee's Consent to Repurchases and Re-Assignments

10.1 Trustee's Consent in relation to Repurchases based on Repurchase Obligations

The Trustee herewith consents (Einwilligung within the meaning of section 185 para. 1 BGB) to the re-assignment by the Issuer to the Seller of any Purchased Receivables (to the extent that such Purchased Receivables have been or will have been assigned by the Seller to the Issuer) and to the retransfer of the relevant Related Collateral (to the extent that such Related Collateral has been or will have been transferred by the Seller to the Issuer) in performance of a repurchase that is made in accordance with clause 14 (Repurchase Obligations of the Seller) of the Receivables Purchase Agreement.

10.2 Trustee's Consent in relation to Repurchases based on Repurchase Options

(a) The Trustee herewith consents (Einwilligung within the meaning of section 185 para. 1 BGB) to the re-assignment by the Issuer to the Seller of any Purchased Receivables (to the extent that such Purchased Receivables have been or will have been assigned by the Seller to the Issuer) and to the retransfer of the relevant Related Collateral (to the extent that such Related Collateral has been or will have been transferred by the Seller to the Issuer) in performance of a repurchase that is made in accordance with clause 15 (Repurchase Options of the Seller) of the Receivables Purchase Agreement.

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(b) The Trustee shall upon receipt of a Repurchase Notice with respect to a Repurchase Event revoke its consent to the sale by the Issuer and re-purchase by the Seller of the relevant Purchased Receivables (including any Related Collateral), if:

(i) the Issuer does not have, after receipt of the Repurchase Price, sufficient funds available to redeem the Class A Compartment 3 Notes in accordance with the applicable Priority of Payments; or

(ii) the Seller did not agree to reimburse the Issuer for its costs and expenses (if any) in respect of such sale and repurchase of the Purchased Receivables.

The Cash Administrator will deliver all information to the Trustee which is necessary to make the determinations as set out in this clause (b).

11. Exchange of Account Bank upon Downgrade Event

11.1 Upon the occurrence of a Downgrade Event with respect to the Account Bank, the Issuer shall replace the Account Bank in accordance with clause 9 (Exchange of Account Bank upon Downgrade Event) of the Account Bank Agreement. If the Issuer fails to do so, the Trustee shall replace the Account Bank on behalf of and at the expense of the Issuer after becoming aware of such failure.

11.2 As soon as the Issuer has opened a new account replacing the existing Transaction Account with the Substitute Account Bank having at least the Required Rating, the Issuer will pledge the new Transaction Account to the Trustee as security for the Trustee Claim.

11.3 The Issuer undertakes that it will, without undue delay (unverzüglich) but no later than three Business Days after the new Transaction Account was opened with the Substitute Account Bank, notify the Substitute Account Bank by registered mail of the pledge of the new Transaction Account. The Issuer will use its best endeavours to procure the prompt acknowledgement of such pledge notifications by the Substitute Account Bank. The Issuer will provide the Trustee with the mail delivery receipt with respect to the relevant pledge notification.

11.4 The Issuer authorises the Trustee to notify on its behalf the Substitute Account Bank of the pledge of the new Transaction Account. The Trustee will only make use of such authorisation if at least ten Business Days have elapsed since the new Transaction Account was opened at the Substitute Account Bank and the Trustee has not received the mail delivery receipt from the Issuer and a sufficient acknowledgement of notification from the Substitute Account Bank.

12. Pledge of Security Assets

12.1 Pledge

(a) The Issuer pledges to the Trustee, in accordance with section 1204 et seq. BGB,

(i) all its present and future claims which it has against the Account Bank in respect of the Transaction Account in particular, but not limited to, all claims for cash deposits and credit balances (Guthaben und positive Salden) of the Transaction Account and all claims for interest; and

(ii) all its present and future claims which it has against each of:

(A) the Seller under the Receivables Purchase Agreement and under the Data Trust Agreement;

(B) the Servicer under the Servicing Agreement;

(C) the Data Trustee under the Data Trust Agreement;

(D) the Paying Agent under the Agency Agreement;

(E) the Account Bank under the Account Bank Agreement;

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(F) the Cash Administrator under the Cash Administration Agreement;

(G) the Subordinated Lender under the Subordinated Loan Agreement; and

(H) the Notes Purchaser under the Notes Purchase Agreement.

(b) The Trustee accepts such pledges.

12.2 Notification and Acknowledgement of Pledge

The Issuer gives notice to the Account Bank, the Seller, the Trustee and the other Secured Parties (which are a party to this Agreement) of the pledge pursuant to clauses 12.1(a)(i) and 12.1(a)(ii). The Trustee, the Seller and the other Secured Parties (which are a party to this Agreement) acknowledge such pledge.

12.3 Waiver

(a) The Issuer expressly waives its defence pursuant to sections 1211, 770 para. 1 BGB that any Secured Obligation may be avoided (Anfechtung).

(b) The Issuer expressly waives its defence pursuant to section 1211 BGB in connection with section 770 para. 2 BGB that the Trustee may satisfy or discharge any Secured Obligation by way of set-off (Aufrechnung).

(c) To the extent legally possible, the Issuer expressly waives its defences pursuant to section 1211 para. 1 sentence 1 alternative 1 BGB that the principal debtor of any Secured Obligation has a defence against any Secured Obligation (Einreden des Hauptschuldners).

13. Assignment and Transfer of Security Assets for Security Purposes

13.1 Assignments and Transfer

(a) The Issuer hereby offers to assign to the Trustee for security purposes with immediate effect all its present and future, contingent and unconditional rights and claims under:

(i) all Purchased Receivables,

(ii) any claims and rights that may be assigned by the Trustee to the Issuer pursuant to clause 8.1(c),

in each case together with any claims for damages (Schadensersatzansprüche) or restitution (Bereicherungsansprüche) in connection therewith.

(b) The Trustee hereby accepts such assignments.

(c) The Issuer hereby offers to transfer or assign (as applicable) to the Trustee by way of security all Related Collateral transferred or assigned to the Issuer (as applicable) under clauses 6 (Assignment/Transfer of Initial Related Collateral) and 8 (Assignment/Transfer of Additional Related Collateral) of the Receivables Purchase Agreement. The Trustee hereby accepts such assignments and transfers.

(d) The Issuer and the Trustee agree with respect to the transfers set out in clause (c) that the transfer of possession (Übergabe) necessary to transfer title or any other right in rem to the Vehicles shall be replaced as follows: the Issuer assigns to the Trustee all claims for delivery (Herausgabeanspruch) of the Vehicles against the relevant Persons which have been assigned to the Issuer under the Receivables Purchase Agreement. For the purposes of the principle of legal certainty (Bestimmtheitsgrundsatz), the Trustee and the Issuer agree that each Offer shall from an integral part of this Agreement.

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13.2 Notification and Acknowledgement of Assignment

The Issuer gives notice to the Secured Parties which are a Party to this Agreement of the assignment pursuant to clause 13.1. The Secured Parties which are a Party to this Agreement acknowledge the assignment.

14. Unsuccessful Pledge or Assignment

14.1 Should any pledge or assignment pursuant to clause 12 (Pledge of Security Assets) or clause 13 (Assignment and Transfer of Security Assets for Security Purposes) not be recognised under any relevant applicable jurisdiction, the Issuer will immediately take all actions necessary to perfect such pledge or assignment and will make all necessary declarations in connection thereof and shall endeavour to procure that the Secured Parties do likewise.

14.2 The Issuer and the Trustee will take all such steps and comply with all such formalities as may be required or desirable to perfect or more fully evidence or secure the Security Interest over, or (as applicable) title to, the Security Assets.

14.3 Insofar as additional declarations or actions are necessary for the perfection of any Security Interest in the Security Assets, the Issuer shall, and shall procure that the Secured Parties will, at the Trustee's request, make such declarations or undertake such actions which are required to perfect such Security Interest.

15. Purpose of Security

The Security Interest over the Security Assets is granted for the purpose of securing the Trustee Claim. The Security Interest over the respective Seller Security Assets is subject to the security purpose covenants (Sicherungszweckvereinbarung) existing between the relevant Obligor and the Seller.

16. Independent Security Interests

Each Security Interest created by this Agreement is independent of any other security or guarantee for or to the Secured Parties that has been granted for the benefit of the Trustee and/or any Secured Party with respect to any obligations of the Issuer. No such other security or guarantee shall have any effect on the existence or substance of the Security Interests granted under this Agreement. This Agreement shall not apply to any such other security or guarantee.

17. Administration of Security Assets prior to an Enforcement Notice

17.1 Before the delivery of an Enforcement Notice and subject to clause 17.3, the Issuer is authorised, in the course of its ordinary business (gewöhnlicher Geschäftsbetrieb) and in each case subject to and in accordance with the Transaction Documents, to:

(a) collect on its own behalf any payments to be made in respect of the Security Assets from the relevant debtors onto the Operating Ledger and to exercise any rights connected therewith;

(b) enforce claims arising under the Security Assets and exercising rights on its own behalf;

(c) dispose of the Security Assets in accordance with the Transaction Documents (including to resell and to reassign or retransfer them to the Seller in accordance with the Receivables Purchase Agreement);

(d) dispose of any amounts standing to the credit of the Transaction Account in accordance with the Transaction Documents and enforce any rights or claims in respect of the Transaction Account; and

(e) exercise any other rights and claims under the Transaction Account.

17.2 Subject to clause 17.3, the Issuer is authorised to delegate its rights set out in clause 17.1 to a Servicer in order for the Servicer to collect and enforce the Purchased Receivables and the Related Collateral in accordance with the Servicing Agreement.

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17.3 The Trustee may revoke, in whole or in part, its consent and authorisation pursuant to clause 17.1 at any time before the delivery of an Enforcement Notice if, in the Trustee's opinion, such revocation is necessary to protect material interests of the Secured Parties. After any such revocation, the Issuer shall without undue delay (unverzüglich) revoke the servicing authority granted to the Servicer pursuant to clause 17.2. The Trustee is authorised to declare such revocation on behalf of the Issuer.

18. Administration of Security Assets after an Enforcement Notice

18.1 After delivery of an Enforcement Notice (i.e. written notice provided by the Trustee to the Issuer (with a copy to the Secured Parties) upon the occurrence of an Issuer Event of Default and in accordance with clause 19.2(b)), only the Trustee is authorised to administer the Security Assets. The Trustee shall give notice to this effect to the relevant Secured Parties with a copy to the Issuer.

18.2 The Trustee may delegate its rights pursuant to clause 18.1 to the Servicer or the Substitute Servicer, as the case may be, in accordance with clause 8 (Delegation).

19. Enforcement of Security Interests in Security Assets

19.1 Enforceability

The Security Interests in the Security Assets shall become enforceable if the Trustee Claim has become due in whole or in part (including, without limitation, upon the occurrence of an Issuer Event of Default and the Notes having become due pursuant to Condition 8.4 (Early Redemption for Default)), in each case subject to and in accordance with the applicable security purposes.

19.2 Notification of the Issuer and the Secured Parties

(a) Upon receipt by the Issuer of a notice from a Noteholder to the effect that an Issuer Event of Default as set out in Condition 8.4 (Early Redemption for Default) of the Terms and Conditions has occurred and is continuing, the Issuer shall promptly (unverzüglich) notify the Trustee hereof in writing.

(b) Immediately upon the earlier of being informed of the occurrence of an Issuer Event of Default (i) in accordance with paragraph (a) or (ii) in any other way, the Trustee shall, if the Trustee Claim has become due, serve an Enforcement Notice to the Issuer with a copy of such Enforcement Notice to each of the Secured Parties and the Rating Agencies.

19.3 Enforcement of the Security Assets

(a) Upon the delivery of the Enforcement Notice, the Trustee shall in its sole discretion and subject to any restrictions applicable to enforcement proceedings initiated or to be initiated against the Issuer,

(i) institute such proceedings against the Issuer and take such action as the Trustee may think fit to enforce all or any part of the Security Interests over the Security Assets; and

(ii) in particular, immediately avail itself of all rights and remedies of a pledgee upon default under the laws of the Federal Republic of Germany, in particular as set forth in sections 1204 et seq. BGB including, without limitation, the right to collect any claims or credit balances (Einziehung) under the Security Assets pursuant to sections 1282 para. 1, 1288 para. 2 BGB.

(b) Unless not expedient in the Trustee's reasonable discretion, the enforcement shall be performed by way of exercising (ausüben) any right granted to the Security Trustee under this Agreement and subsequently collecting (einziehen) payments made on any such right into the Operating Ledger or, if the Trustee deems it necessary or advisable, to another account opened in the Trustee's name.

(c) The Issuer agrees that, in cases in which section 1277 BGB applies, no prior obtaining of an enforceable court order (vollstreckbarer Titel) will be required.

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(d) The Issuer waives any right it may have of first requiring the Trustee to proceed against or enforce any other rights or security or claim for payment from any Person before enforcing the security created by this Agreement.

(e) Upon the delivery of an Enforcement Notice, the Trustee shall be entitled to withdraw any instructions made by the Issuer to a third party in respect of any Security Asset. In particular, the Trustee may terminate the appointment of the Servicer under the Servicing Agreement and withdraw its collection authority and power granted therein pursuant to clause 17 (Term; Termination) of the Servicing Agreement.

(f) Upon receipt of a copy of an Enforcement Notice from the Trustee, the Parties (other than the Issuer and the Trustee) shall act solely in accordance with the instructions of the Trustee and shall comply with any direction expressed to be given by the Trustee in respect of such Parties' duties and obligations under the Transaction Documents.

19.4 Application of Issuer Proceeds

On each Payment Date the Trustee shall apply the Issuer Proceeds in accordance with the Post-Enforcement Priority of Payments set out in schedule 2 (Post-Enforcement Priority of Payments) hereto.

19.5 Binding Determinations

All determinations and calculations made by the Trustee shall, in the absence of manifest error, be a disputable presumption (widerlegbare Vermutung) in all respects and binding upon the Issuer and each of the Secured Parties. In making any determinations or calculations in accordance with this Agreement the Trustee may rely on any information given to it by the Issuer and the Secured Parties without being obliged to verify the accuracy of such information.

19.6 Assistance

The Issuer shall render at its own expense all necessary and lawful assistance in order to facilitate the enforcement of the Security Assets in accordance with this clause 19.

19.7 Taxes

If the Trustee is compelled by law to deduct or withhold any taxes, duties or charges under any applicable law or regulation the Trustee shall make such deductions or withholdings. The Trustee shall not be obliged to pay additional amounts as may be necessary in order that the net amounts after such withholding or deduction shall equal the amounts that would have been payable if no such withholding or deduction had been made.

20. Release of Security Interests over Security Assets

The Trustee shall release and shall be entitled to release any Security Interest in the Security Assets in respect of which the Trustee is notified by the Issuer that the Issuer has disposed of such Security Asset in accordance with the Transaction Documents.

21. Representations, Warranties and Undertakings of the Issuer

21.1 Representations and Warranties

The Issuer represents and warrants to the Trustee by way of an independent guarantee irrespective of fault within the meaning of section 311 BGB (selbständiges verschuldensunabhängiges Garantieversprechen) that:

(a) the obligations of the Issuer under this Agreement and the other Transaction Documents to which it is a party constitute legally binding and valid obligations of the Issuer;

(b) the Issuer has as at the date hereof full title to the Security Assets and may freely dispose thereof and the Security Assets are not in any way encumbered nor subject to any rights of third parties (save for those created pursuant to this Agreement);

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(c) the Issuer has taken all necessary steps to enable it to grant the Security Interest in the Security Assets and that it has taken no action or steps to prejudice its right, title and interest in and to the Security Assets; and

(d) by entering into, and assuming the obligations under the Transaction Documents, the Issuer incurs duties, liabilities and obligations in respect of individualised Compartments as set forth in the relevant Transaction Documents only and not in respect of any other non-specified Compartments or in respect of the Issuer generally. In accordance with article 62 of the Luxembourg Securitisation Law, all assets and liabilities relating to one specific Compartment of the Company are segregated from the assets and liabilities of all other Compartments and from the general assets and liabilities of the Company and there is nothing in the articles of association of the Company or otherwise that would lead to the effectiveness of such segregation of assets being adversely affected in any way whatsoever. However, as a consequence of but strictly in accordance with the contractual arrangements set out in the Transaction Documents, the assets of Compartment 3 are available to satisfy the claims of the Secured Parties in relation to the Transaction.

21.2 General Undertakings

The Issuer undertakes with the Trustee that as of the date hereof it does and, so long as any liabilities are outstanding under the Transaction Documents, it will:

(a) at all times carry on and conduct its affairs in a proper and efficient manner;

(b) carry on and conduct its business in its own name;

(c) hold itself out as a separate entity and correct any misunderstanding regarding its separate identity known to it;

(d) maintain an arm's length relationship with any of its Affiliates (if any);

(e) observe all corporate and other formalities required by its constitutional documents;

(f) have at least three Luxembourg resident directors;

(g) pay its liabilities out of its own funds;

(h) maintain books, records and accounts separate from those of any other Person or entity and keep substantially complete and up to date records of all amounts due under this Agreement;

(i) not maintain any bank accounts other than its share capital account and the accounts described in the Transaction Documents as being the Issuer's accounts;

(j) not lease or otherwise acquire any real property;

(k) maintain financial statements separate from those of any other Person or entity;

(l) use separate invoices, stationery and cheques;

(m) not enter into any reorganisation, amalgamation, demerger, merger, consolidation or corporate reconstruction;

(n) maintain its seat and its place of effective management (effektiver Verwaltungssitz) and its centre of main interest (for the purposes of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings, as recast) in the Grand Duchy of Luxembourg;

(o) will not issue securities (valeurs mobilières) to the public on a continuous basis within the meaning of article 19 of the Luxembourg Securitisation Law;

(p) not commingle its assets with those of any other Person;

(q) not acquire obligations or securities of its shareholders;

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(r) not have any subsidiaries or employees;

(s) not have an interest in any bank account, save as contemplated by the Transaction Documents;

(t) at all times comply with and perform all its obligations under this Agreement, any law applicable to it and any judgements and orders to which it is subject; not make, incur, assume, buy or suffer to exist any loan, advance or guarantee (including any indemnity) to any Person except as contemplated by the Transaction Documents;

(u) not incur, create, assume or suffer to exist or otherwise become or be liable in respect of any indebtedness whether present or future other than:

(i) indebtedness in respect of taxes, assessments or governmental charges not yet overdue; and

(ii) indebtedness as expressly contemplated in or otherwise permitted by the Transaction Documents;

(v) not engage in any business activity other than:

(i) entering into and performing its obligations under the Transaction Documents and any agreements and documents relating thereto, applying its funds and making payments in accordance with such agreements and engaging in any transaction incidental thereto; and

(ii) preserving and/or exercising and/or enforcing its rights and performing and observing its obligations under the Transaction Documents and any agreements and documents relating thereto.

21.3 Specific Undertakings

The Issuer undertakes with the Trustee that as of the date hereof it does and, so long as any liabilities are outstanding under the Transaction Documents, it will:

(a) provide the Trustee promptly at its request with all information and documents (at the Issuer's cost) which it has or which it can provide and which are necessary or desirable for the purpose of performing its duties under this Agreement and give the Trustee at any time such other information as it may reasonably demand;

(b) cause to be prepared and certified by the auditors in respect of each financial year, annual accounts after the end of the financial year in such form as will comply with the requirements of the laws of the Grand Duchy of Luxembourg as amended from time to time;

(c) at all times keep proper books of account and allow the Trustee and any Person appointed by the Trustee to whom the Issuer shall have no reasonable objection, upon prior notice, free access to such books of account at all reasonable times during normal business hours for purposes of verifying and enforcing the Security Assets and give any information necessary for such purpose, and make the relevant records available for inspection;

(d) submit to the Trustee at least once a year and in any event not later than 120 days after the end of its fiscal year and at any time upon demand within five Business Days a certificate signed by a director of the Issuer in which such director, in good faith and to the best of his/her knowledge based on the information available, represents that during the period between the date the preceding certificate was submitted (or, in the case of the first certificate, the date of this Agreement) and the date on which the relevant certificate is submitted, the Issuer has fulfilled its obligations under the Transaction Documents or (if this is not the case) specifies the details of any breach;

(e) take all reasonable steps to maintain its legal existence, comply with the provisions of its constitutional documents and obtain and maintain any licence required to do business in any jurisdiction relevant in respect of the transaction contemplated by the Transaction Documents;

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(f) procure that all payments to be made to the Issuer under this Transaction and the Transaction Documents are made to the Operating Ledger and immediately transfer any amounts paid otherwise to the Issuer to the Operating Ledger;

(g) forthwith upon becoming aware thereof give notice in writing to the Trustee of the occurrence of any condition, event or act which with the giving of notice and/or the lapse of time and/or the issue of a certificate might adversely affect the validity or enforceability of this Agreement or the occurrence of an Issuer Event of Default and any termination right thereunder being exercised;

(h) not take, or knowingly permit to be taken, any action which would amend, terminate or discharge or prejudice the validity or effectiveness of any of the Transaction Documents or which, subject to the performance of its obligations thereunder, could adversely affect the rating of the Class A Compartment 3 Notes by the Rating Agencies, or permit any party to the Transaction Documents to be released from its obligations thereunder;

(i) not sell, assign, transfer, pledge or otherwise encumber (other than as ordered by court action) any of the Security Assets and refrain from all actions and failures to act which may result in a significant decrease in the aggregate value or in a loss of the Security Assets, except as expressly permitted by the Transaction Documents;

(j) to the extent that there are indications that any relevant party (other than the Issuer) does not properly fulfil its obligations under any of the Transaction Documents which form part of the Security Assets, to exercise the Trustee Standard of Care, and to take all necessary and reasonable actions to prevent the value or enforceability of the Security Assets from being jeopardised;

(k) notify the Trustee promptly upon becoming aware of any event or circumstance which might adversely affect the value of the Security Assets and, if the rights of the Trustee in such assets are impaired or jeopardised by way of an attachment or other actions of third parties, send to the Trustee a copy of the attachment or transfer order or of any other document on which the enforcement of the third party is based, as well as all further documents which are required or useful to enable the Trustee to file proceedings and take other actions in defence of its rights;

(l) in accordance with the Corporate Administration Agreement, execute any additional documents and take any further actions as the Trustee may reasonably consider necessary or appropriate to give effect to this Agreement, the Terms and Conditions and the Security Assets; and

(m) in the context of the handling and processing of this Transaction and any debtor-related data which is protected pursuant to the General Data Protection Regulation, the German Data Protection Act (Bundesdatenschutzgesetz), to only provide such personal data (1) to or (pursuant to clause 7 (Sub-Processing) of the data processing agreement (Auftragsdatenverarbeitungsvereinbarung) as set out in schedule 3 (Data Processing Agreement)) to the order of the Trustee, (2) the Corporate Administrator, (3) the Servicer, and (4) the Substitute Servicer, in each case where and to the extent provided for in the Transaction Documents, or (5) any professional advisers or auditors being subject to professional secrecy, and that no such debtor-related data will at any time be provided to any other Transaction Party (for the avoidance of doubt, excluding Toyota Kreditbank GmbH).

By entering into this Agreement, the Issuer and the Trustee hereby enter into the data processing agreement (Auftragsdatenverarbeitungsvereinbarung) as set out in schedule 3 (Data Processing Agreement). The data processing agreement (Auftragsdatenverarbeitungsvereinbarung) as set out in schedule 3 (Data Processing Agreement) is an integral part of this Agreement and in particular (but without limitation), clause 1 (Definitions and Interpretation) hereof applies to the relevant data processing agreement (Auftragsdatenverarbeitungsvereinbarung) as set out in schedule 3 (Data Processing Agreement).

22. Retention by the Seller

22.1 The Seller covenants with the Issuer and the Trustee that it will, on an ongoing basis whilst any of the Class A Compartment 3 Notes remain outstanding during the life of the Transaction,

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retain a first loss tranche, equivalent to net loss than five per cent. of the nominal value of the securitised exposures (i.e. the Purchased Receivables), where such non-securitised exposure would otherwise have been securitised in the Transaction (i.e. meet the Eligibility Criteria). As at the Closing Date, this corresponds to the material net economic interest of not less than five per cent. within the meaning of article 6(3)(d) of the Securitisation Regulation. The level of retention may reduce over time in compliance with article 10(2) of the Commission Delegated Regulation (EU) 625/2014 or any successor delegated regulation.

22.2 The Seller further covenants with the Issuer and the Trustee that during the life of the Transaction it shall provide the Issuer with all information reasonably required with a view to complying with article 7(1)(e)(iii) of the Securitisation Regulation.

23. Fees; Costs and Expenses; Taxes

23.1 Trustee Fees

The Issuer shall pay to the Trustee the fees for the services provided under this Agreement and costs and expenses, plus any VAT as separately agreed between the Issuer and the Trustee in a side letter dated on or about the date hereof. All invoices sent by the Trustee to the Issuer shall be copied to the Cash Administrator.

23.2 Taxes

(a) The Issuer shall bear all transfer taxes and other similar taxes or charges which are imposed, among others, in the Grand Duchy of Luxembourg or the Federal Republic of Germany on or in connection with:

(i) the creation, holding or enforcement of security under this Agreement or any other agreement relating thereto;

(ii) any measure taken by the Trustee pursuant to the terms and conditions of this Agreement or any other Transaction Document; and

(iii) the execution of this Agreement or any other Transaction Document.

(b) All payments of fees and reimbursements of expenses to the Trustee shall include any turnover taxes, value-added taxes or similar taxes, other than taxes on the Trustee's overall income or gains.

24. Term; Termination

24.1 Term

This Agreement shall automatically terminate on the Final Discharge Date.

24.2 Termination

The Parties may only terminate this Agreement for good cause (aus wichtigem Grund).

24.3 Effect of Termination

(a) Upon a termination of this Agreement in accordance with clause 24.2, the Issuer, subject to the Secured Parties' (excluding the Noteholders) consent (not to be unreasonably withheld) shall appoint a Substitute Trustee substantially on the same terms as set out in this Agreement as soon as practicable.

(b) Such Substitute Trustee shall assume the rights, obligations and authorities of the Trustee and shall comply with all duties and obligations of the Trustee hereunder and have all rights, powers and authorities of the Trustee hereunder and any references to the Trustee shall in such case be deemed to be references to the Substitute Trustee.

(c) In the case of a substitution of the Trustee, the Trustee shall without undue delay assign or transfer the assets and other rights it holds as trustee under this Agreement to the Substitute

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Trustee and, without prejudice to this obligation, the Trustee authorises the Issuer, and the Secured Parties (other than the Noteholders) expressly consent to such authorisation, to effect such assignment or transfer on behalf of the Trustee to such Substitute Trustee.

(d) In the event of a termination of this Agreement by the Issuer due to good cause (wichtiger Grund) caused by the Trustee, the Trustee shall bear all costs and expenses reasonably and properly incurred and directly associated with the appointment of a Substitute Trustee. For the avoidance of doubt, this will not include any difference in fees charged by the Substitute Trustee as compared to the fees charged by the old Trustee.

24.4 Post-Contractual Duties of the Trustee

(a) In case of any termination of this Agreement under clause 24.2 and subject to any mandatory provision of German law, the Trustee shall continue to perform its duties under this Agreement until the Issuer has effectively appointed a Substitute Trustee.

(b) To the extent legally possible, all rights (including any rights to receive the fees set out in clause 23 (Fees, Costs and Expenses; Taxes) on a pro rata temporis basis for the period during which the Trustee continues to render its services hereunder) of the Trustee under this Agreement remain unaffected until a Substitute Trustee has been validly appointed.

(c) The Trustee shall co-operate with the Substitute Trustee and the Issuer in effecting the termination of the obligations and rights of the Trustee hereunder and the transfer of such obligations and rights to the Substitute Trustee.

25. Corporate Obligations of the Trustee

No recourse under any obligation, covenant, or agreement of the Trustee contained in this Agreement shall be had against any Senior Person of the Trustee. Any personal liability of a Senior Person of the Trustee is explicitly excluded, provided that such exclusion shall not release any Senior Person of the Trustee from any liability arising from wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) by such Senior Person of the Trustee.

26. Indemnity

26.1 General Indemnity

Subject to any mandatory provision of German law, the Issuer shall indemnify the Trustee against Damages resulting from the Issuer not applying the Issuer Standard of Care and arising out of or in connection with the performance of its obligations (Pflichten) in full or in part under this Agreement, provided that no indemnification shall be made to the extent such Damages result from the Trustee not applying the Trustee Standard of Care.

26.2 Notification

The Issuer will notify the Trustee without undue delay (unverzüglich) upon becoming aware of any circumstances which could lead to a claim on the part of the Trustee under this clause 26.

27. Non-Petition and Limited Recourse against the Issuer

27.1 No Proceedings against the Issuer

(a) Until the date falling one year and one day after the Final Discharge Date, the Parties (other than the Issuer) or any person on their behalf shall not initiate, or join any Person in initiating, Insolvency Proceedings in respect of the Issuer, provided that any Party (other than the Issuer) may join any proceedings or action under any applicable insolvency law that is initiated by any Person other than such Party or one of such Party's Affiliates.

(b) None of the Parties (other than the Issuer) shall be entitled to take, or join in the taking of, any corporate action, legal proceedings or other procedure or step which would result in any applicable Priority of Payments not being complied with.

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27.2 Limited Recourse

Each Party (other than the Issuer) agrees with and acknowledges to the Issuer that, notwithstanding any other provision of this Agreement, all obligations of the Issuer to the Parties (respectively), including, without limitation, the Secured Obligations, are limited in recourse as set out below:

(a) each Party (other than the Issuer) agrees that it will have a claim only in respect of the Security Assets and will not have any claim, by operation of law or otherwise, against, or recourse to, any of the Issuer's other assets, the assets of any other Compartment created by the board of directors of the Company, or the share capital of the Company;

(b) sums payable to the Parties (other than the Issuer) (respectively) in respect of the Issuer's obligations to the relevant Party shall be limited to the lesser of (a) the aggregate amount of all sums due and payable to such Party and (b) the aggregate amounts received, realised or otherwise recovered by or for the account of the Issuer in respect of the Security Assets, whether pursuant to enforcement of the Security Assets or otherwise, net of any sums which are payable by the Issuer in accordance with the applicable Priority of Payments in priority to or pari passu with sums payable to such Party; and

(c) upon the giving written notice to the relevant Party (other than the Issuer) that the Trustee has determined (in reliance on the certification delivered to it by the Seller) that there is no reasonable likelihood of there being any further realisations in respect of the Security Assets (whether arising from an enforcement of the Security Assets or otherwise) which would be available pursuant to the applicable Priority of Payments to pay unpaid amounts outstanding under this Agreement, such Party shall have no further claim against the Issuer in respect of any such unpaid amounts and such unpaid amounts shall be discharged in full.

28. Notices

28.1 Form and Language of Communication

All communications under this Agreement shall be made (i) by letter, facsimile or email and (ii) in the English language.

28.2 Addresses

(a) if to the Issuer:

Koromo S.A., acting on behalf and for the account of its Compartment 3 c/o Circumference FS (Luxembourg) S.A. Attn.: The Directors 22-24 Boulevard Royal L-2453 Luxembourg Grand Duchy of Luxembourg Tel.: +352/2602 491 Fax: +352/2645 9628 Email: koromo@circumferencefs.lu

(b) if to the Seller, the Servicer, the Subordinated Lender and the Note Purchaser:

Toyota Kreditbank GmbH Attn.: Thomas Keith and Thorsten Ruegenberg-Doetlaff Toyota-Allee 5 50858 Cologne Federal Republic of Germany Fax: +49 2234 102 7160 Email: thomas.keith@toyota-fs.com; thorsten.ruegenberg-doetlaff@toyota-fs.com

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(c) if to the Trustee:

Circumference FS (Netherlands) B.V. Attn.: The Directors Barbara Strozzilaan 101 1083HN Amsterdam The Netherlands Tel.: +31/20 2050130 Fax: +31/20 2050139 Email: raanan.nir@circumferencefs.nl

(d) if to the Data Trustee:

Circumference FS (UK) Limited Attn.: the Directors: Alan Turner and Gordon Fitzjohn 14 Devonshire Square EC2M 4YT London United Kingdom Tel.: +1/345 946 4091 Fax: +1/345 946 4090 Email: alan.turner@circumferencefs.com; Gordon.fitzjohn@circumferenceholdings.com

(e) if to the Paying Agent and Cash Administrator:

BNP Paribas Securities Services S.C.A., Luxembourg Branch

Attn.: Corporate Trust Services

60, Avenue J.F. Kennedy

L- 1855 Luxembourg

L-2085 Luxembourg

Grand Duchy of Luxembourg

Tel.: +352 2696 2000

Fax: +352 2696 9757 / +352 2696 9758

Email: lux.emetteurs@bnpparibas.com / lux_cts_struct@bnpparibas.com /

Lux_cts_tms@bnpparibas.com

(f) if to the Account Bank:

BNP Paribas Securities Services S.C.A., Frankfurt Branch

Attn.: Axel Künkel

Europa-Allee 12

60327 Frankfurt am Main

Federal Republic of Germany

Tel.: +49 69 1520 5556

Fax: +49 69 1520 5550

Email: axel.kuenkel@bnpparibas.com

(g) if to the Corporate Administrator:

Circumference FS (Luxembourg) S.A. Attn.: The Managing Director 22-24 Boulevard Royal L-2449 Luxembourg Grand Duchy of Luxembourg Tel.: +352/2602 4945 Fax: +352 2645 9628 Email: zamyra.cammans@ circumferencefs.lu

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(h) if to the Rating Agencies:

DBRS Ratings GmbH

Attn.: Herr Alfonso Candelas

Neue Mainzer Straße 75

60311 Frankfurt am Main

Federal Republic of Germany

Tel.: +49 (69) 8088 3524

Email: eu.abs.surveillance@dbrsmorningstar.com

S&P Global Ratings Europe Limited

Fourth Floor, Waterways House

Grand Canal Quay, Dublin 2

Republic of Ireland

Email: ABSEuropeanSurveillance@standardandpoors.com

29. Disclosure of Information and Confidentiality

29.1 No Party shall disclose this Agreement or any information, which that Party has acquired under or in connection with this Agreement, to any Person other than:

(a) a Person expressed to be a party to any Transaction Document to the extent required for purposes of performing its contractual obligations thereunder or the exercise of its rights thereunder (subject to such party agreeing or having agreed to confidentiality undertakings substantially in the form of this clause 29);

(b) a Person about to become a party to any Transaction Document in order to enable such Person to consider the entering into such Transaction Document (subject to such Person agreeing to confidentiality undertakings substantially in the form of this clause 29);

(c) any stock exchange on which the Notes may be listed to the extent necessary for purposes of this Transaction;

(d) the Rating Agencies to the extent necessary for purposes of this Transaction;

(e) in connection with any legal or administrative proceedings arising out of or in connection with this Agreement or any other Transaction Document or the preservation or maintenance of its rights thereunder;

(f) if required by applicable law, regulation (in particular, the Securitisation Regulation), directive, any order of a court of competent jurisdiction, or any competent supervisory authority, in particular CSSF, ECB, BaFin and the German Federal Bank (Deutsche Bundesbank);

(g) SVI to the extent necessary for purposes of this Transaction;

(h) its Affiliates and its own officers, employees or agents and those of its Affiliates;

(i) its auditors or legal or other professional advisors; or

(j) to any person providing administration and settlement services in respect of one or more Transaction Documents.

29.2 Any other disclosure of this Agreement or any information acquired under or in connection therewith requires the prior written consent of each other Party.

29.3 This clause 29 shall survive the termination of this Agreement.

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30. Miscellaneous

30.1 Assignability

No Party shall assign any of its rights or claims under this Agreement except with the prior written consent of all other Parties.

30.2 Right of Retention, Right to Refuse Performance, Set-Off

The Parties (other than the Issuer) shall make all payments under this Agreement to the Issuer notwithstanding any right of retention (Zurückbehaltungsrecht), right to refuse performance (Leistungsverweigerungsrecht) or similar right and they shall not exercise any right of set-off, unless, in each case, the counterclaim is undisputed (unbestritten) or has been confirmed in a final non-appealable judgement (rechtskräftig festgestellt).

30.3 Amendments

Amendments to this Agreement (including this clause 30.3) require the prior written consent of all Parties.

30.4 Remedies and Waivers

(a) A Party's failure to exercise, or any delay in exercising of, a right or remedy shall not operate as a waiver thereof. A partial exercise of any right or remedy shall not prevent any further or other exercise thereof or the exercise of any other right or remedy.

(b) Except as otherwise provided herein, the rights and remedies provided in this Agreement are cumulative to, and not exclusive of, any rights or remedies provided by law or any other Transaction Document.

30.5 Partial Invalidity

If any provision contained in this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. Such invalid, illegal or unenforceable provision shall be replaced by means of supplementary interpretation (ergänzende Vertragsauslegung) by a valid, legal and enforceable provision, which most closely approximates the Parties' commercial intention. This shall also apply mutatis mutandis to any gaps (Vertragslücken) in this Agreement.

30.6 Separate Agreement

The validity or the invalidity of this Agreement shall have no effect on the other Transaction Documents.

31. Governing Law, Jurisdiction

31.1 Governing Law

(a) This Agreement is governed by the laws of the Federal Republic of Germany.

(b) Any non-contractual rights and obligations arising out of or in connection with this Agreement shall also be governed by the laws of the Federal Republic of Germany.

31.2 Jurisdiction

The competent courts in Frankfurt am Main shall have non-exclusive jurisdiction (nicht-ausschließlicher Gerichtsstand) over any action or other legal proceedings arising out of or in connection with this Agreement.

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SCHEDULE I PRE-ENFORCEMENT PRIORITY OF PAYMENTS

On each Payment Date and prior to the Enforcement Conditions being fulfilled, the Available Distribution Amount as of the relevant Cut-Off Date immediately preceding such Payment Date shall be allocated towards the discharge of the claims of the Noteholders and the other creditors of the Issuer in accordance with the following priorities of payments to the payment (in sequential order) of:

(a) any due and payable taxes owed by the Issuer;

(b) any due and payable Trustee Expenses;

(c) any due and payable Administrative Expenses;

(d) any due and payable Servicing Fee;

(e) (on a pro rata and pari passu basis) any due and payable interest amounts on the Class A Compartment 3 Notes;

(f) to the General Reserve Ledger up to the General Reserve Required Amount;

(g) during the Replenishment Period only: to the Replenishment Ledger up to an amount equal to the Maximum Replenishment Amount to enable the Issuer to purchase Additional Receivables on such Purchase Date up to the amount standing to the credit of the Replenishment Ledger;

(h) during the Amortisation Period only: (on a pro rata and pari passu basis) the Class A Compartment 3 Principal Redemption Amount in respect of the redemption of the Class A Compartment 3 Notes until the Aggregate Note Principal Amount of the Class A Compartment 3 Notes is reduced to zero;

(i) (on a pro rata and pari passu basis) any due and payable interest amounts on the Class B Compartment 3 Notes;

(j) during the Amortisation Period only: (on a pro rata and pari passu basis) the Class B Compartment 3 Principal Redemption Amount in respect of the redemption of the Class B Compartment 3 Notes until the Aggregate Note Principal Amount of the Class B Compartment 3 Notes is reduced to zero;

(k) any due and payable interest amounts on the Subordinated Loan; the Subordinated Loan Redemption Amount in respect of the redemption of the Subordinated Loan until the Subordinated Loan is reduced to zero; and

(l) the Final Excess Spread to the Seller.

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SCHEDULE II POST-ENFORCEMENT PRIORITY OF PAYMENTS

After the Enforcement Conditions being fulfilled, the Trustee applies all Issuer Proceeds on each Payment Date towards the discharge of the claims of the Noteholders and the other creditors of the Issuer in accordance with the following priority of payments (in sequential order) to the payment:

(a) of any due and payable taxes owed by the Issuer;

(b) of any due and payable Trustee Expenses;

(c) of any due and payable Administrative Expenses;

(d) of any due and payable Servicing Fee;

(e) (on a pro rata and pari passu basis) any due and payable interest amounts on the Class A Compartment 3 Notes;

(f) (on a pro rata and pari passu basis) in respect of the redemption of the Class A Compartment 3 Notes until the Aggregate Note Principal Amount of the Class A Compartment 3 Notes is reduced to zero;

(g) (on a pro rata and pari passu basis) of any due and payable Interest Amounts on the Class B Compartment 3 Notes;

(h) (on a pro rata and pari passu basis) in respect of the redemption of the Class B Compartment 3 Notes until the Aggregate Note Principal Amount of the Class B Compartment 3 Notes is reduced to zero;

(i) of any due and payable interest amounts on the Subordinated Loan;

(j) in respect of the redemption of the Subordinated Loan until the Loan is reduced to zero;

(k) of the Final Excess Spread to the Seller.

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OVERVIEW OF THE OTHER PRINCIPAL TRANSACTION DOCUMENTS

1. Receivables Purchase Agreement

Pursuant to the Receivables Purchase Agreement, the Issuer will purchase the Initial Receivables and the Additional Receivables from the Seller on the relevant Purchase Date. The Purchased Receivables shall comply with the Eligibility Criteria.

Pursuant to the Receivables Purchase Agreement, the Seller represents to the Issuer that each Purchased Receivable and the Related Collateral complies, as of the relevant Cut-Off Date, with the Eligibility Criteria and, as of the Closing Date and the relevant Purchase Date, with the Replenishment Criteria set out in "DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL – Replenishment Criteria" herein.

The relevant Offer by the Seller for the purchase of Receivables under the Receivables Purchase Agreement contains certain relevant information for the purpose of identification of the Purchased Receivables. Each Offer shall meet the Purchase Requirements which include, amongst other, the Seller represents that certain representations and warranties with respect to the relevant Receivable are true and correct as of the Closing Date and the relevant Purchase Date. Each Offer shall be binding on the Seller from the relevant Offer Date until the immediately following Purchase Date.

The Issuer shall accept any Offer on the Purchase Date immediately following the relevant Offer Date by submitting an Acceptance as specified in the Receivables Purchase Agreement.

Upon acceptance, the Issuer acquires in respect of the relevant Receivables unrestricted title as from the relevant Cut-Off Date immediately preceding the date of such Offer, together with all of the Seller's rights, title and interest in the Related Collateral in accordance with the Receivables Purchase Agreement. As a result, the Issuer obtains the full legal and economic ownership in the Purchased Receivables and is free to transfer or otherwise dispose over (verfügen) the Purchased Receivables, subject only to the contractual restrictions provided in the relevant Underlying Agreement.

Each sale and assignment of the Purchased Receivables pursuant to the 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 Receivables. However, in the event of any breach of the Eligibility Criteria as of the relevant Cut-Off Date or the relevant Purchase Date, as relevant, the Seller owes the payment of Repurchase Price regardless of the respective Obligor's credit strength.

Pursuant to the Receivables Purchase Agreement, the delivery of the Vehicles (including any subsequently inserted parts and other moveable Related Collateral (including any vehicle certificate (Zulassungsbescheinigungen Teil II)) shall be replaced by the Seller assigning (abtreten) its restitution claims (Herausgabeansprüche) against the Obligors to the Issuer.

Replenishment

Within the Replenishment Period, the Seller, at its own discretion, may offer to sell and assign to the Issuer to purchase the Additional Receivables and the Related Collateral at the Additional Purchase Price, provided that the Replenishment Criteria are met.

Repurchase Event

If certain events (see the definition of Repurchase Event in "DEFINED TERMS — Repurchase Event") occur with respect to a Purchased Receivable, the Seller will be deemed to have received a Repurchase Price. To this end, the Seller has undertaken to repurchase the affected Purchased Receivables and to pay the Repurchase Price in the amount of the Aggregate Principal Balance of the affected Purchased Receivable to the Issuer. Upon receipt thereof, such Purchased Receivable and the relevant Related 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.

For the avoidance of doubt, the Seller shall not be obliged to repurchase any Purchased Receivable in accordance with the Receivables Purchase Agreement if the relevant Obligor is in default with any of its

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payment obligations under the corresponding Underlying Agreement at the time of repurchase. In addition, if any Purchased Receivable which is purported to be assigned or has been assigned to the Issuer under the Receivables Purchase Agreement shall have been collected in whole or in part (including a Repurchase Price) prior to a Purchase Date, then amounts so collected shall be treated as the Repurchase Price received on the relevant Cut-Off Date prior to such Purchase Date.

All Repurchase Price will be paid to the Operating Ledger by the Seller immediately on the same Business Day on which the Issuer receives such Repurchase Price, provided that prior to the Enforcement Conditions being fulfilled, such payment has to be made on the same Business Day only if so requested by the Issuer and may be made on the immediately following Payment Date if not so requested by the Issuer.

Use of Related Collateral

The Issuer has agreed to make use of any Related Collateral only in accordance with the provisions governing such Related Collateral and the related Underlying Agreements.

The Seller will, at its own cost, keep the Related 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 Vehicles.

Taxes and Increased Costs

All payments to be made by the Seller to the Issuer pursuant to the 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.

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 Vehicles

Any residual debt insurances (Restschuldlebensversicherungen) insurance payments in respect of any Vehicles or other Related Collateral form part of the Related Collateral which has been assigned to the Issuer under the 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 Vehicles as well as claims against the insurer of such third parties which form part of the Related Collateral, such proceeds will be used to repair such damaged Vehicles. If the relevant damaged Vehicle cannot be repaired, such proceeds will be applied in repayment of the relevant Purchased Receivables.

Repurchase Option

In the circumstances described in Condition 8.5 (Early Redemption — Repurchase Options), the Seller may exercise a repurchase 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 Receivables and the Related Collateral, collect and, if necessary, enforce the Purchased Receivables and enforce the Related Collateral and pay all proceeds to the Issuer.

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Obligation of the Servicer

The 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:

(a) identify the Collections as either Principal Collections or Interest Collections or Recovery Collections;

(b) collect any amounts due and payable under a Purchased Receivable by making use of the arrangement set out in the relevant Underlying Agreement (including, without limitation, by way of direct debit agreement (Einzugsermächtigung)) onto the Collection Account of the Servicer;

(c) identify, set aside and hold on trust (Treuhand) for the Issuer all Collections received by it on behalf of the Issuer;

(d) further administer, enforce and recover amounts payable by any obligor in relation to the Purchased Receivables in accordance with the Credit and Collection Policy and the relevant Underlying Agreement, in particular;

(e) exercise the Related Claims and Rights and other rights (including termination rights or waivers) related to the Purchased Receivables and any rights with respect to the Related Collateral;

(f) remind (mahnen) any Obligor, if and to the extent the relevant claims have not been discharged when due;

(g) enforce the Related Collateral (in particular, by way of sale of the relevant Vehicles) upon a Purchased Receivable becoming a Defaulted Receivable and allocate the enforcement proceeds to the relevant Underlying Agreement for which the Related Collateral was foreclosed; and

(h) prematurely terminate an Underlying Agreement in line with the respective terms of such agreement;

(i) assist the Issuer in complying with its obligations under the Transaction Documents to the extent that the obligations refer to the Purchased Receivables, including the Related Collateral;

(j) (until it receives notice to the contrary)

(i) hold on behalf of the Issuer the original registration documents (Zulassungsbescheinigungen II) of the Vehicles; and

(ii) keep the original registration documents (Zulassungsbescheinigungen II) of the Vehicles in such manner that they are identifiable and distinguishable from the registration documents and other documents which are held by the Servicer for itself or on behalf of other parties; and

(k) do or cause to be done all acts necessarily incidental to the services outlined in items (a) and (f).

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 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 desirable for the performance of its duties under the Servicing Agreement.

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Notification of Assignment

The Obligors will only be notified by the Servicer in respect of the assignment of the Purchased Receivables and Related Collateral upon request by the Issuer following the occurrence of an Obligor Notification Event. Should the Servicer fail to notify the Obligors within 30 Business Days as of occurrence of an Obligor Notification Event, the Trustee shall, after receiving the Personal Data from the Issuer, notify the Obligors on behalf of the Issuer of the assignment of the Purchased Receivables to the Issuer by sending a notification letter to the relevant Obligors.

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 Underlying Agreement between each Obligor and the Seller and each Obligor will obtain a valid discharge of its payment obligation.

Servicing Expenses and Reimbursement of Enforcement Expenses

As consideration for the performance of the Services pursuant to the Servicing Agreement, the Servicer is entitled to a market standard Servicing Fee as agreed between the Issuer and the Servicer in a separate side letter. The Servicing Fee will be paid by the Issuer in accordance with the applicable Priority of Payments in monthly instalments on each Payment Date with respect to the immediately preceding Collection Period in arrears.

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

Pursuant to the Servicing Agreement, the Servicer shall be authorised to modify the terms of a Purchased Receivable in accordance with the Credit and Collection Policy. The Servicer may modify the Credit and Collection Policy from time to time, provided that such modification does not prejudice the rights of the Noteholders under the Notes. The Servicer will notify the Rating Agencies of any material modifications (in particular any detrimental effects on the cash flow or the timing of payments) of the Credit and Collection Policy.

Use of Third Parties

The Servicer may delegate and sub-contract its duties in connection with its Services, 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 Services (Rechtsdienstleistungsgesetz).

Cash Collection Arrangements

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

Information and Regular Reporting

The Servicer shall, in relation to the Purchased Receivables and the Related Collateral, have EDP-systems and software in place as are required for the orderly administration thereof. The Servicer shall not make any material change to its administrative and operating procedures existing as at the Signing Date in relation to the keeping and maintaining of such records in relation to Purchased Receivables and the Related Collateral (if any) without the prior written consent of the Issuer.

The Servicer shall pursuant to the Servicing Agreement with respect to all Purchased Receivables and the Related Collateral in particular, (i) provide the Issuer on each Reporting Date with an updated

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portfolio list which contains as of each Determination Date all up to date information regarding the Portfolio; (ii) prepare in respect of each Collection Period an electronic Servicer Report and provide the Servicer Report to the Cash Administrator and the Issuer on each Reporting Date; and (iii) commit the information required pursuant to article 7 of the Securitisation Regulation for the Issuer, including by way of the Transparency Reports.

Termination of Underlying Agreements and Enforcement

If an Obligor defaults on a Purchased 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 Receivables Purchase Agreement and the Servicing Agreement in conjunction with the Credit and Collection Policy. If the Related 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 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 Receivables or to which the Issuer is otherwise entitled in accordance with the Servicing Agreement.

Termination of Appointment of the Servicer

Under the Servicing Agreement, the Issuer may at any time after the occurrence of a Servicer Termination Event terminate the appointment of the Servicer and appoint a Substitute Servicer. Pursuant to the terms of the Servicing Agreement, the Trustee has agreed that it will facilitate the appointment of a suitable entity with all necessary facilities available to act as Substitute Servicer and will use reasonable efforts to ensure that such entity enters into a substitute servicing agreement, the terms of which are similar to the terms of the Servicing Agreement, with the parties to the Servicing Agreement upon receipt of notice by the Servicer of the occurrence of a Servicer Termination Event.

According to the Servicing Agreement, the appointment of the Servicer is, inter alia, automatically terminated in the event that the Servicer is Insolvent and such event shall constitute an Obligor Notification Event.

Upon termination of the appointment of the Servicer and pursuant to the provisions of the Servicing Agreement, the Data Trustee shall have to, inter alia, at the request of the Issuer, despatch the Decoding Key to any Substitute Servicer or any agent, and the Issuer shall despatch the encrypted Personal Data to any Substitute Servicer or any agent.

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 Servicer the rights and obligations of the outgoing Servicer, assumption by any Substitute Servicer of the specific obligations of a Substitute Servicer 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 Servicer, the Servicer will transfer to the Substitute Servicer all records and any and all related material, documentation and information.

3. Subordinated Loan Agreement

Pursuant to the terms of the Subordinated Loan Agreement, the Subordinated Lender will grant EUR 1,000,000 on the Closing Date for the Issuer to credit such amount to the General Reserve Ledger.

The Subordinated Loan will be repaid in accordance with the applicable Priority of Payments.

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 for or, 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.

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The Subordinated Loan will constitute limited recourse obligations of the Issuer in respect of its Compartment 3. 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 Notes. The claims of the Subordinated Lender will be secured by the Security Assets, subject to the applicable Priority of Payments. If the net proceeds, resulting from the Security Assets 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 II 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.

4. Data Trust Agreement

Pursuant to the terms of the Data Trust Agreement, the Seller will deliver to the Data Trustee the Decoding Key relating to the encrypted Personal Data received by the Issuer from the Seller under the Receivables Purchase Agreement. The Data Trust Agreement has been structured to comply with the Banking Secrecy Duty and Data Protection Provisions. Pursuant to the Data Trust Agreement, the Data Trustee will keep the Decoding Key in safe custody and will protect it against unauthorised access by third parties.

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

5. Cash Administration Agreement

Pursuant to the Cash Administration Agreement, BNP Paribas Securities Services S.C.A., Luxemburg Branch as the Cash Administrator is appointed by the Issuer and will act as agent of the Issuer to provide the Cash Administration Services, including but not limited to the preparation of the Investor Report on the basis of, among other information, the relevant Servicer Report which it receives from the Servicer on each Reporting Date, publication of the Investor Reports no later than on each Calculation Date on the website of https://gctabsreporting.bnpparibas.com/index.jsp and provision of information to the Issuer assisting the Issuer to comply with its obligations under Regulation (EU) No. 1075/2013 of the European Central Bank of 18 October 2013, as amended and applicable from time to time, provided that such information is in the possession of the Cash Administrator, it is not subject to confidentiality restrictions and the Cash Administrator shall not be required to provide information to the Issuer or any other party in an alternate form to the information already provided in the Investor Report.

The obligations of the Cash Administrator under the Cash Administration Agreement shall terminate upon at least three months' written notice of termination from the Issuer to the Cash Administrator or from the Cash Administrator to the Issuer.

Pursuant to the Cash Administration Agreement, upon the termination of the Cash Administrator pursuant to the preceding paragraph, the Issuer shall have the right to appoint a Substitute Cash Administrator, provided that until a Substitute Cash Administrator has agreed in writing to perform obligations substantially similar to those of the Cash Administrator hereunder, the outgoing Cash Administrator shall continue to act as the Cash Administrator. If the Issuer has not appointed a Substitute Cash Administrator within an acceptable time frame during the three months' notice period, the Cash Administrator may itself propose to the Issuer a Substitute Cash Administrator being a reputable and experienced financial institution (such proposal not to be unreasonably refused).

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6. Agency Agreement

Pursuant to the Agency Agreement the Paying Agent is appointed by the Issuer and will act as agent of the Issuer to effect payments in respect of the Notes.

The Paying Agent will be effecting all payments in respect of the Notes required to be made by the Issuer in respect of the Pre-Enforcement Application of Payments, based on information set out in the relevant Servicer Report.

The functions, rights and duties of the Paying Agent are set out in the Conditions. See "TERMS AND CONDITIONS OF THE NOTES".

7. Notes Purchase Agreement

Under the Notes Purchase Agreement entered into by the Issuer, the Lead Manager, the Notes Purchaser and the Seller on or about the Signing Date, the Note Purchaser has agreed, subject to certain customary closing conditions, to purchase the Notes. See "SUBSCRIPTION AND SALE".

8. Corporate Administration Agreement

Pursuant to a Corporate Administration Agreement dated 23 November 2010, amended and restated on 4 November 2014 and as amended and restated on 20 October 2020, the Corporate Administrator provides the Issuer with certain corporate and administrative functions in respect of all Compartments of 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 Administration Agreement have been transferred to the Trustee for security purposes pursuant to the Trust Agreement. The Corporate Administration Agreement is governed by the laws of Luxembourg.

9. Account Bank Agreement

Pursuant to the Account Bank Agreement, the Account Bank is appointed by the Issuer and will act as agent of the Issuer to hold the Transaction Account for the Issuer. During the life of the Transaction, the Account Bank shall maintain the Required Rating.

The functions, rights and duties of the Account Bank are set out in the Account Bank Agreement.

Operating Ledger

The Operating Ledger is a ledger of the Transaction Account of the Issuer which will be maintained with the Account Bank.

The Servicer will forward the monthly Collections with respect to a Collection Period to the Operating Ledger at the latest on the Payment Date.

The Issuer will use the Collections standing to the credit of the Operating Ledger together with the other amounts forming the Available Distribution Amount and will apply those amounts according to the applicable Priority of Payments.

General Reserve Ledger

The General Reserve Ledger is a ledger of the Transaction Account of the Issuer which will be maintained with the Account Bank.

The amount standing to the credit of the General Reserve Ledger as of the Closing Date will be EUR 1,000,000.

The Issuer will use the amounts standing to the credit of the General Reserve Ledger together with the other amounts forming the Available Distribution Amount and will apply those amounts according to the applicable Priority of Payments.

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On each Payment Date, prior to the issuance of an Enforcement Notice, the Issuer will credit to the General Reserve Ledger an amount such that the amount standing to the credit of the General Reserve Ledger is equal to the General Reserve Required Amount, subject to the Available Distribution Amount and in accordance with the Pre-Enforcement Priority of Payments.

The amounts standing to the credit of the General Reserve Ledger from time to time will serve as liquidity support for the Class A Compartment 3 Notes throughout the life of the transaction and will eventually serve as credit enhancement to the Notes.

Replenishment Ledger

The Replenishment Ledger is a ledger of the Transaction Account of the Issuer which will be maintained with the Account Bank.

During the Replenishment Period, the amounts standing to the credit of the Replenishment Ledger will be used by the Issuer to purchase the Additional Receivables from the Seller. In addition, the Seller is entitled to use the amounts standing to the credit of the Replenishment Ledger to partially redeem, on a pro rata basis, the Notes pursuant to Condition 8.6.

Commingling Reserve Ledger

The Commingling Reserve Ledger is a ledger of the Transaction Account of the Issuer which will be maintained with the Account Bank.

Pursuant to the Servicing Agreement, upon the occurrence and continuance of a Commingling Reserve Trigger Event, the Servicer undertakes to immediately remit to the Issuer, within two Business Days upon the occurrence of a Commingling Reserve Trigger Event, an amount such that the amount standing to the credit of the Commingling Reserve Ledger is equal to the Commingling Reserve Required Amount as of such date, for as long as the Seller remains the Servicer.

On any Payment Date, if any amount standing to the credit of the Commingling Reserve Ledger exceeds the Commingling Reserve Required Amount as calculated on each Calculation Date, the Issuer shall release such excess to the Servicer on each immediately following Payment Date outside of the Priority of Payments. For the avoidance of doubt, any interest accrued on the Commingling Reserve Required Amount shall not constitute Interest Collections.

Exchange of Account Bank upon Downgrade Event

Upon the occurrence of a Downgrade Event with respect to the Account Bank, the Account Bank shall give notice thereof to the Issuer, the Cash Administrator, the Servicer and the Trustee without undue delay (unverzüglich). Upon the occurrence of a Downgrade Event, the Issuer shall, within 30 calendar days: (i) appoint a Substitute Account Bank (which has at least the Required Rating with respect to the Account Bank or whose obligations are guaranteed by an entity having at least the Required Rating with respect to the Account Bank) on substantially the same terms as set out in this Agreement; (ii) open a new account replacing the existing Transaction Account with the Substitute Account Bank; (iii) pledge or charge such new Transaction Account to the Trustee and where applicable, to other parties to the Transaction in accordance with the Trust Agreement; (iv) transfer any amounts standing to the credit of the existing Transaction Account to the respective new Transaction Account; (v) close the old Transaction Account with the old Account Bank; (vi) terminate the Account Bank Agreement (including the Mandate); and (vii) take any other actions to the satisfaction of the Rating Agencies in order to maintain the ratings of the Class A Compartment 3 Note. No Substitute Account Bank has to be appointed if the Rating Agencies confirm that the rating of the Notes is not negatively affected by the occurrence of a Downgrade Event in respect of the Account Bank.

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EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND ASSUMPTIONS

Weighted average life of the Notes refers to the average amount of time that will elapse from the date of issuance of a Note to the date of distribution of amounts to the Noteholders distributed in reduction of principal of such Note. The weighted average life of the Notes will be influenced by, amongst other things, the rate at which the Purchased Receivables are paid, which may be in the form of scheduled amortisation, prepayments or delinquencies, and also by losses.

The following table is prepared on the basis of certain assumptions, as described below, regarding the weighted average characteristics of the Purchased Receivables and the performance thereof.

The table assumes, among other things, that if:

(a) the Portfolio is subject to a constant annual rate of prepayment as set out under "CPR";

(b) no Early Amortisation Event occurs or no partial redemption pursuant to Condition 8.6 occurs;

(c) no Purchased Receivables are repurchased by the Seller;

(d) the Notes are purchased on the Closing Date of 22 October 2020;

(e) the Repurchase Option upon the occurrence of a Repurchase Event is exercised;

(f) the Purchased Receivables are fully performing and no delinquencies nor defaults occur;

(g) the composition of the portfolio of Purchased Receivables is similar to the composition of the provisional portfolio; and

(h) the acquisition of Additional Eligible Receivables will have no impact on the amortisation profile of the portfolio of Purchased Receivables after the Closing Date and in particular the scheduled amortisation percentage per month is determined based on the amortisation profile disclosed in the section "PURCHASED RECEIVABLES CHARACTERISTICS AND HISTORICAL DATA" of this Offering Circular throughout the Replenishment Period.

The approximate average life of the Notes, at various assumed rates of prepayment of the Purchased Receivables, would be as follows:

Class A Notes

CPR WAL

(in years) First Principal

Payment Expected Maturity

0% 6.27 Oct-25 Sep-28

10% 6.15 Oct-25 Jul-28

15% 6.09 Oct-25 Jun-28

20% 6.03 Oct-25 May-28

25% 5.98 Oct-25 Apr-28

Class B Notes

CPR WAL

(in years) First Principal

Payment Expected Maturity

0% 8.01 Sep-28 Sep-28

10% 7.85 Jul-28 Jul-28

15% 7.76 Jun-28 Jun-28

20% 7.67 May-28 May-28

25% 7.60 Apr-28 Apr-28

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Class A Class B

Payment Date Outstanding Amortisation Outstanding Amortisation

Closing Date 900,000,000 0 100,000,000 0

Nov-2020 900,000,000 0 100,000,000 0

Dec-2020 900,000,000 0 100,000,000 0

Jan-2021 900,000,000 0 100,000,000 0

Feb-2021 900,000,000 0 100,000,000 0

Mar-2021 900,000,000 0 100,000,000 0

Apr-2021 900,000,000 0 100,000,000 0

May-2021 900,000,000 0 100,000,000 0

Jun-2021 900,000,000 0 100,000,000 0

Jul-2021 900,000,000 0 100,000,000 0

Aug-2021 900,000,000 0 100,000,000 0

Sep-2021 900,000,000 0 100,000,000 0

Oct-2021 900,000,000 0 100,000,000 0

Nov-2021 900,000,000 0 100,000,000 0

Dec-2021 900,000,000 0 100,000,000 0

Jan-2022 900,000,000 0 100,000,000 0

Feb-2022 900,000,000 0 100,000,000 0

Mar-2022 900,000,000 0 100,000,000 0

Apr-2022 900,000,000 0 100,000,000 0

May-2022 900,000,000 0 100,000,000 0

Jun-2022 900,000,000 0 100,000,000 0

Jul-2022 900,000,000 0 100,000,000 0

Aug-2022 900,000,000 0 100,000,000 0

Sep-2022 900,000,000 0 100,000,000 0

Oct-2022 900,000,000 0 100,000,000 0

Nov-2022 900,000,000 0 100,000,000 0

Dec-2022 900,000,000 0 100,000,000 0

Jan-2023 900,000,000 0 100,000,000 0

Feb-2023 900,000,000 0 100,000,000 0

Mar-2023 900,000,000 0 100,000,000 0

Apr-2023 900,000,000 0 100,000,000 0

May-2023 900,000,000 0 100,000,000 0

Jun-2023 900,000,000 0 100,000,000 0

Jul-2023 900,000,000 0 100,000,000 0

Aug-2023 900,000,000 0 100,000,000 0

Sep-2023 900,000,000 0 100,000,000 0

Oct-2023 900,000,000 0 100,000,000 0

Nov-2023 900,000,000 0 100,000,000 0

Dec-2023 900,000,000 0 100,000,000 0

Jan-2024 900,000,000 0 100,000,000 0

Feb-2024 900,000,000 0 100,000,000 0

Mar-2024 900,000,000 0 100,000,000 0

Apr-2024 900,000,000 0 100,000,000 0

May-2024 900,000,000 0 100,000,000 0

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Jun-2024 900,000,000 0 100,000,000 0

Jul-2024 900,000,000 0 100,000,000 0

Aug-2024 900,000,000 0 100,000,000 0

Sep-2024 900,000,000 0 100,000,000 0

Oct-2024 900,000,000 0 100,000,000 0

Nov-2024 900,000,000 0 100,000,000 0

Dec-2024 900,000,000 0 100,000,000 0

Jan-2025 900,000,000 0 100,000,000 0

Feb-2025 900,000,000 0 100,000,000 0

Mar-2025 900,000,000 0 100,000,000 0

Apr-2025 900,000,000 0 100,000,000 0

May-2025 900,000,000 0 100,000,000 0

Jun-2025 900,000,000 0 100,000,000 0

Jul-2025 900,000,000 0 100,000,000 0

Aug-2025 900,000,000 0 100,000,000 0

Sep-2025 900,000,000 0 100,000,000 0

Oct-2025 854,594,759 45,405,241 100,000,000 0

Nov-2025 810,401,597 44,193,162 100,000,000 0

Dec-2025 767,427,312 42,974,286 100,000,000 0

Jan-2026 725,626,232 41,801,079 100,000,000 0

Feb-2026 684,952,033 40,674,199 100,000,000 0

Mar-2026 645,401,677 39,550,356 100,000,000 0

Apr-2026 606,973,858 38,427,819 100,000,000 0

May-2026 569,632,580 37,341,278 100,000,000 0

Jun-2026 533,341,542 36,291,037 100,000,000 0

Jul-2026 498,061,237 35,280,305 100,000,000 0

Aug-2026 463,801,760 34,259,477 100,000,000 0

Sep-2026 430,841,899 32,959,860 100,000,000 0

Oct-2026 399,164,712 31,677,188 100,000,000 0

Nov-2026 368,754,071 30,410,640 100,000,000 0

Dec-2026 339,545,041 29,209,031 100,000,000 0

Jan-2027 311,446,832 28,098,209 100,000,000 0

Feb-2027 284,389,859 27,056,972 100,000,000 0

Mar-2027 258,429,583 25,960,277 100,000,000 0

Apr-2027 233,529,902 24,899,681 100,000,000 0

May-2027 209,646,512 23,883,391 100,000,000 0

Jun-2027 186,754,267 22,892,244 100,000,000 0

Jul-2027 164,849,579 21,904,689 100,000,000 0

Aug-2027 143,960,058 20,889,521 100,000,000 0

Sep-2027 124,339,553 19,620,504 100,000,000 0

Oct-2027 105,922,243 18,417,310 100,000,000 0

Nov-2027 88,645,440 17,276,803 100,000,000 0

Dec-2027 72,403,342 16,242,098 100,000,000 0

Jan-2028 57,058,981 15,344,361 100,000,000 0

Feb-2028 42,565,135 14,493,846 100,000,000 0

Mar-2028 29,011,495 13,553,640 100,000,000 0

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Apr-2028 16,344,891 12,666,604 100,000,000 0

May-2028 4,452,737 11,892,153 100,000,000 0

Jun-2028 0 4,452,737 0 100,000,000

The exact average life of the Notes cannot be predicted as the actual rate at which the Purchased Receivables will be repaid and a number of other relevant factors are unknown.

The average life of the Notes are subject to factors largely outside the control of the Issuer and consequently no assurance can be given that the assumptions and the estimates above will prove in any way to be realistic and they must therefore be viewed with considerable caution.

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DESCRIPTION OF THE PURCHASED RECEIVABLES AND OF THE RELATED COLLATERAL

The following is a description of the Purchased Receivables and the Related Collateral containing the Eligibility Criteria and the Replenishment Criteria. 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 Purchased Receivables and of the Related Collateral and elsewhere in the Offering Circular, this Description of the Purchased Receivables and of the Related Collateral will prevail.

The Portfolio is not actively managed.

1. Eligibility Criteria

Eligibility Criteria means the following criteria in respect of the Receivables:

(a) the Receivable derives from an Underlying Agreement which:

(i) has been entered into between an Obligor and the Seller, excluding any Underlying Agreement under any employee programme of the Seller (if any);

(ii) constitutes (aa) legal valid and binding and enforceable obligations of the respective Obligor, (bb) based on the Seller's general terms and conditions being in force as at such Underlying Agreement's execution date and (cc) governed by the laws of the Federal Republic of Germany;

(iii) has been originated in accordance with the Credit and Collection Policy;

(iv) is fully amortising through constant monthly instalments (except for the last instalment of each Underlying Agreement which may differ from preceding monthly instalments) of at least EUR 25.00;

(v) in case of an Underlying Agreement with a balloon instalment provides for a balloon instalment equal to or lower than 60 per cent. of the Vehicle Sale Price;

(vi) has not been terminated;

(vii) provides for an original term not longer than 72 months;

(viii) has not been revoked (widerrufen) pursuant to the German consumer protection provisions and any applicable right of withdrawal (Widerrufsrecht) or right to return (Rückgaberecht) of such Obligor with respect to the relevant Underlying Agreement, the relevant Vehicle or a linked residual debt insurance has irrevocably lapsed;

(ix) (including the standard terms and conditions applicable thereto) has been created in compliance with all applicable laws, rules and regulations (in particular with respect to consumer protection) and all required consents, approvals and authorisations have been obtained in respect thereof and the Seller is not in violation of any such law, rule or regulation;

(x) is not subject to any right of revocation (Anfechtungsrecht), set-off or counterclaim or warranty claims of the Obligor and other defences (Einwendungen und Einreden) (irrespective of whether the Issuer knew or could have known of the existence of any such rights, claims, objections and defences);

(xi) sets out the correct effective rate of interest (effektiven Jahreszins); and

(b) each Obligor:

(i) is a consumer (Verbraucher) or (ii) entrepreneurs (Unternehmer) having its registered office or being resident in the Federal Republic of Germany;

(ii) has paid at least one instalment in respect of the relevant Receivable in full on the relevant Cut-Off Date;

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(iii) does not qualify as a public entity or as a "corporate client" according to the client classification of the Seller;

(iv) are classified as private sector non-financial corporations or natural persons;

(v) is not employed with the Seller or any of its Affiliates;

(vi) is not Insolvent and no Insolvency Proceedings are pending against it (to the best knowledge of the Seller);

(vii) has received a copy of the Underlying Agreement together with instructions in respect of the right of revocation of the Obligor (e.g. the applicable form requirements and notifications are complied with) (to the best knowledge of the Seller);

(viii) does not have liabilities under the Underlying Agreements vis-à-vis the Seller of more than EUR 250,000;

(c) each Receivable:

(i) is freely assignable and the Seller can dispose of the Receivables free from third party rights and set-off rights;

(ii) to the best of the Seller's knowledge, is not encumbered or otherwise in a condition that can be foreseen to adversely affect the enforceability of the true sale or assignment or transfer with the same legal effect;

(iii) is denominated in EUR;

(iv) has a Principal Balance as of the Cut-Off Date of at least EUR 500;

(v) is payable by direct debit (Einzugsermächtigung);

(vi) is secured by the security transfer (Sicherungsübereignung) of legal title to the Vehicle to the Seller;

(vii) has no instalments in arrears;

(viii) is not a Defaulted Receivable;

(ix) is a fully disbursed loan;

(x) can be segregated and identified at any time for purposes of ownership in the files of the Seller and such files and the relating software is able to provide the information to be included in the Servicing Agreement/Receivables Purchase Agreement and in each replenishment notice with respect to such Receivables;

(xi) does not include derivatives as defined in point (29) of article 2(1) Regulation (EU) No 600/2014, or transferable securities as defined in point (44) of article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, MiFID II) other than corporate bonds, that are not listed on a trading venue and do not include any securitisation position;

(xii) was not, as at the relevant Cut-Off Date, an exposure in default within the meaning of article 178(1) of Regulation (EU) No 575/2013 or an exposure to a credit-impaired Obligor, who, to the best of the Seller's knowledge:

(A) has been declared insolvent or had a court grant his creditors a final non-appealable right of enforcement or material damages as a result of a missed payment within three years prior to the date of origination or has undergone a debt-restructuring process with regard to his non-performing exposures within three years prior to the Closing Date;

111 Ashurst360685012.27

(B) was, at the time of origination, where applicable, on a public credit registry of persons with adverse credit history or, where there is no such public credit registry, another credit registry that is available to the originator; or

(C) has a credit assessment or a credit score indicating that the risk of contractually agreed payments not being made is significantly higher than for comparable exposures held by the originator which are not securitised;

(d) the Vehicle to which the Receivable relates:

(i) is existing and qualifies as a new Vehicle (Neufahrzeug) or used Vehicle;

(ii) has an initial Vehicle Sale Price (excluding VAT) not exceeding EUR 100,000;

(e) the Seller:

(i) is the sole creditor of the Receivable;

(ii) has not entered into an agreement with an Obligor in respect of the Receivable according to which the repayment of the Receivable would be suspended or otherwise impaired (other than in accordance with the Credit and Collection Policy);

(iii) has not commenced enforcement proceedings against an Obligor in respect of the Receivable; and

(iv) to the best knowledge of the Seller:

(A) no Obligor (aa) is in breach of any of its obligations in respect of the Receivable in any material respect or (bb) is entitled to or has threatened to invoke any right of rescission, counterclaim, contest, challenge or other defence in respect of such Receivable; or (cc) has declared a set-off in respect of such Receivable; and

(B) no litigation is pending in respect of the Receivable.

Except for otherwise stated herein, these "Eligibility Criteria" are relevant as of the relevant Cut-Off Date.

2. Replenishment Criteria

Replenishment Criteria means the following criteria to be calculated on a Portfolio basis throughout the Replenishment Period on each Reporting Date and being calculated by taking into account the Additional Receivables to be purchased on the immediately following Purchase Date:

(a) the sum of the Principal Balances resulting from Underlying Agreements in respect of used Vehicles does not account for more than 50.00 per cent. of the Aggregate Principal Balance;

(b) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers does not account for more than 35.00 per cent. of the Aggregate Principal Balance;

(c) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers in respect of used Vehicles does not account for more than 10.00 per cent. of the Aggregate Principal Balance; and

(d) the weighted average nominal interest rate of all Underlying Agreements is not smaller than 2.00 per cent.

112 Ashurst360685012.27

PURCHASED RECEIVABLES CHARACTERISTICS AND HISTORICAL DATA

The portfolio information presented in this Offering Circular is based on the pool as of 30 September 2020.

1. Purchased Receivables Characteristics

The Purchased Receivables are receivables under auto loan agreements entered into between Toyota Kreditbank GmbH and either (i) consumers (Verbraucher) resident or (ii) entrepreneurs (Unternehmer) located in the Federal Republic of Germany. The agreements are governed by German law and are denominated in EUR. The auto loan agreements constitute unconditional, unsubordinated and unsecured payment obligations of each borrower. Loan agreements are based on a standardised set of documentation, providing the possibility to include one or more guarantors.

The Portfolio consists of the Purchased Receivables arising under the Loan Agreements, the Related Claims and Rights and the Related Collateral, originated by the Seller pursuant to the Credit and Collection Policy.

The Portfolio will not be actively managed.

2. Information Tables Regarding the Portfolio

The following statistical information sets out certain characteristics of the Portfolio as of 30 September 2020. After the Initial Cut-Off Date, the Portfolio will change from time to time as a result of repayment, prepayments or repurchase of Purchased Receivables.

Pursuant to article 22(2) of the Securitisation Regulation and the "Guidelines on the STS criteria for non-ABCP securitisation" published by the European Banking Authority, an external verification applying a confidence level of 99 per cent. has been made in respect of the Receivables to be sold and assigned to the Issuer under the Receivables Purchase Agreement prior to the Closing Date by an appropriate and independent party, including verification that the data disclosed in any formal offering document in respect of the Receivables is accurate (external verification), and, in this respect, no significant adverse findings have been found. The external verification included the review of certain Eligibility Criteria including among others the remaining term and the seasoning.

2.1 Portfolio Overview

PORTFOLIO OVERVIEW Cut-off Date 30.09.2020 Outstanding Amount (EUR) 999,982,788.93 Original Amount (EUR) 1,198,973,643.38 Number of Loan Contracts 79,112 Average Balance per Loan Contract (EUR) 12,640.09 Balloon Amount (in % of Outstanding Amount) 48.00% Client Type (Private / Commercial) 86.25% / 13.75% Vehicle Type (New / Used) 60.05% / 39.50% Loan Type (Balloon / Amortising) 81.39% / 18.61% Weighted Average Original Term 48.97 Weighted Average Remaining Term 36.30 Weighted Average Seasoning 12.67 Weighted Average Nominal Interest Rate 3.43%

113 Ashurst360685012.27

(1) Portfolio Information – Distribution by Aggregate Principal Balance

Outstanding Amount Outstanding Amount

% Number of Contracts

%

[0 , 5000[ 41,270,813 4.13% 13,217 16.71% [5000 , 10000[ 175,884,680 17.59% 23,323 29.48% [10000 , 15000[ 216,319,356 21.63% 17,659 22.32% [15000 , 20000[ 187,867,347 18.79% 10,827 13.69% [20000 , 25000[ 152,296,357 15.23% 6,832 8.64% [25000 , 30000[ 106,887,053 10.69% 3,922 4.96% [30000 , 35000[ 62,974,676 6.30% 1,957 2.47% [35000 , 40000[ 29,497,094 2.95% 794 1.00% [40000 , 45000[ 13,625,778 1.36% 324 0.41% [45000 , 50000[ 5,664,752 0.57% 120 0.15% > 50000 7,694,883 0.77% 137 0.17% Grand Total 999,982,789 100.00% 79,112 100.00% Max 90,706.89

Min 500.20

Average 12,640.09

(2) Portfolio Information – Distribution by original Aggregate Principal Balance

Original Amount Outstanding Amount

% Number of Contracts

%

[0 , 10000[ 131,679,164 13.17% 26,244 33.17% [10000 , 20000[ 380,418,657 38.04% 32,593 41.20% [20000 , 30000[ 303,617,172 30.36% 14,558 18.40% [30000 , 40000[ 137,168,697 13.72% 4,583 5.79% [40000 , 50000[ 34,818,456 3.48% 897 1.13% [50000 , 60000[ 8,093,452 0.81% 166 0.21% [60000 , 70000[ 2,905,569 0.29% 51 0.06% >=70000 1,281,621 0.13% 20 0.03% Grand Total 999,982,789 100.00% 79,112 100.00% Max 91,658.69

Min 792.66

Average 15,155.40

Weighted Average 20,996.12

(3) Portfolio Information – Distribution by Client Type (Private/Commercial)

Client Type Outstanding Amount

% Number of Contracts

%

Private 862,480,409 86.25% 70,346 88.92% Commercial 137,502,380 13.75% 8,766 11.08% Grand Total 999,982,789 100.00% 79,112 100.00%

(4) Portfolio Information – Distribution by Vehicle Type (New/Used)

Vehicle Type Outstanding Amount

% Number of Contracts

%

New 605,011,503 60.50% 38,040 48.08% Used 394,971,286 39.50% 41,072 51.92% Grand Total 999,982,789 100.00% 79,112 100.00%

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(5) Portfolio Information – Distribution by Contract Type (Amortising/Balloon)

Loan Contract Type Outstanding Amount

% Number of Contracts

%

Balloon 813,901,118 81.39% 52,200 65.98% Amortising 186,081,671 18.61% 26,912 34.02% Grand Total 999,982,789 100.00% 79,112 100.00%

(6) Portfolio Information – Distribution by Client & Vehicle Type (Outstanding Amount)

Client & Vehicle Type Outstanding Amount

% Number of Contracts

%

Private / New 510,605,865 51.06% 32,951 41.65% Private / Used 351,874,544 35.19% 37,395 47.27% Commercial / New 94,405,638 9.44% 5,089 6.43% Commercial / Used 43,096,742 4.31% 3,677 4.65% Grand Total 999,982,789 100.00% 79,112 100.00%

(7) Portfolio Information – Distribution by Balloon Amount

Balloon Amount Outstanding Amount

% Number of Contracts

%

[0 , 10000[ 373,639,600 45.91% 33,669 64.50% [10000 , 20000[ 347,294,236 42.67% 15,795 30.26% [20000 , 30000[ 82,112,780 10.09% 2,509 4.81% [30000 , 40000[ 10,010,229 1.23% 213 0.41% [40000 , 50000[ 844,273 0.10% 14 0.03% Subtotal 813,901,118 100.00% 52,200 100.00% Max 48,500.00

Min 166.53

Average 9,195.33

Weighted Average 11,808.70

(8) Portfolio Information – Distribution by Balloon as per cent. of Vehicle Price

Balloon as % of Vehicle Price Outstanding Amount

% Number of Contracts

%

[0% , 10%[ 5,087,347 0.63% 489 0.94% [10% , 20%[ 36,535,252 4.49% 3,422 6.56% [20% , 30%[ 69,987,709 8.60% 5,760 11.03% [30% , 40%[ 239,371,314 29.41% 15,521 29.73% [40% , 50%[ 427,958,892 52.58% 24,881 47.66% [50% , 60%[ 34,888,908 4.29% 2,125 4.07% >=60% 71,696 0.01% 2 0.00% Subtotal 813,901,118 100.00% 52,200 100.00% Max 60.00%

Min 2.32%

Average 37.52%

Weighted Average 38.80%

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(9) Portfolio Information – Distribution by Original Term

Original Term Outstanding Amount

% Number of Contracts

%

0 - 12 2,489,798 0.25% 793 1.00% 13 - 24 18,692,116 1.87% 4,191 5.30% 25 - 36 203,438,618 20.34% 20,123 25.44% 37 - 48 450,268,094 45.03% 33,364 42.17% 49 - 60 305,749,809 30.58% 18,943 23.94% 61 - 72 19,344,354 1.93% 1,698 2.15% Grand Total 999,982,789 100.00% 79,112 100.00% Max 72.00

Min 4.00

Average 46.33

Weighted Average 48.97

(10) Portfolio Information – Distribution by Remaining Term

Remaining Term Outstanding Amount

% Number of Contracts

%

0 - 12 27,601,986 2.76% 5,309 6.71% 13 - 24 161,328,270 16.13% 16,775 21.20% 25 - 36 314,178,545 31.42% 25,069 31.69% 37 - 48 339,731,975 33.97% 22,601 28.57% 49 - 60 148,470,425 14.85% 8,689 10.98% 61 - 72 8,671,588 0.87% 669 0.85% Grand Total 999,982,789 100.00% 79,112 100.00% Max 71.00

Min 1.00

Average 33.03

Weighted Average 36.30

(11) Portfolio Information – Distribution by Seasoning

Seasoning Outstanding Amount

% Number of Contracts

%

0 - 12 480,088,540 48.01% 35,583 44.98% 13 - 24 483,434,190 48.34% 40,085 50.67% 25 - 36 36,460,059 3.65% 3,444 4.35% Grand Total 999,982,789 100.00% 79,112 100.00% Max 26.00

Min 1.00

Average 13.30

Weighted Average 12.67

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(12) Portfolio Information – Distribution by Nominal Interest Rate

Nominal Interest Rate Outstanding Amount

% Number of Contracts

%

[0% , 1%[ 29,040,801 2.90% 2,921 3.69% [1% , 2%[ 44,003,479 4.40% 2,652 3.35% [2% , 3%[ 370,929,443 37.09% 28,647 36.21% [3% , 4%[ 432,310,050 43.23% 34,894 44.11% [4% , 5%[ 115,703,330 11.57% 9,041 11.43% [5% , 6%[ 6,001,796 0.60% 685 0.87% [6% , 7%[ 1,696,596 0.17% 223 0.28% >=7% 297,294 0.03% 49 0.06% Grand Total 999,982,789 100.00% 79,112 100.00% Max 7.72

Min 0.00

Average 3.46

Weighted Average 3.43

(13) Portfolio Information – Distribution by Instalment

Instalment Outstanding Amount

% Number of Contracts

%

[0 , 250[ 461,555,979 46.16% 50,449 63.77% [250 , 500[ 471,560,091 47.16% 26,056 32.94% [500 , 750[ 57,484,316 5.75% 2,246 2.84% [750 , 1000[ 7,093,277 0.71% 256 0.32% [1000 , 1250[ 1,647,952 0.16% 76 0.10% [1250 , 1500[ 398,859 0.04% 18 0.02% >=1500 242,314 0.02% 11 0.01% Grand Total 999,982,789 100.00% 79,112 100.00% Max 2,836.47

Min 25.40

Average 232.39

Weighted Average 281.33

(14) Portfolio Information – Distribution by Vehicle Price

Vehicle Price Outstanding Amount

% Number of Contracts

%

[0 , 10000[ 68,657,433 6.87% 14,729 18.62% [10000 , 20000[ 279,510,449 27.95% 30,326 38.33% [20000 , 30000[ 210,705,669 21.07% 14,685 18.56% [30000 , 40000[ 238,447,639 23.85% 12,102 15.30% [40000 , 50000[ 127,197,039 12.72% 4,953 6.26% [50000 , 60000[ 51,706,705 5.17% 1,718 2.17% [60000 , 70000[ 14,931,370 1.49% 407 0.51% [70000 , 80000[ 4,515,608 0.45% 105 0.13% [80000 , 90000[ 3,668,344 0.37% 77 0.10% >=90000 642,535 0.06% 10 0.01% Grand Total 999,982,789 100.00% 79,112 100.00% Max 100,000.00

Min 792.66

Average 21,254.22

Weighted Average 28,342.46

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(15) Portfolio Information – Distribution by Postcode

Postcode Outstanding Amount

% Number of Contracts

%

0 87,251,565 8.73% 7,016 8.87% 1 73,236,524 7.32% 5,326 6.73% 2 96,381,054 9.64% 7,774 9.83% 3 86,035,365 8.60% 7,197 9.10% 4 121,146,332 12.11% 9,687 12.24% 5 134,261,823 13.43% 10,770 13.61% 6 119,960,461 12.00% 9,253 11.70% 7 97,922,430 9.79% 7,624 9.64% 8 103,914,348 10.39% 8,252 10.43% 9 79,872,887 7.99% 6,213 7.85% Grand Total 999,982,789 100.00% 79,112 100.00%

(16) Portfolio Information – Distribution by Payment Date

Payment Date Outstanding Amount

% Number of Contracts

%

1 640,020,218 64.00% 50,600 63.96% 15 359,962,571 36.00% 28,512 36.04% Grand Total 999,982,789 100.00% 79,112 100.00%

(17) Portfolio Information – Top 30 Borrowers

Top 30 Borrowers Outstanding Amount

% Number of Contracts

%

1 201,640 0.02% 10 0.01% 2 192,424 0.02% 11 0.01% 3 152,534 0.02% 12 0.02% 4 145,865 0.01% 8 0.01% 5 136,160 0.01% 8 0.01% 6 135,562 0.01% 5 0.01% 7 133,588 0.01% 10 0.01% 8 133,321 0.01% 8 0.01% 9 126,757 0.01% 3 0.00% 10 126,105 0.01% 14 0.02% 11 125,204 0.01% 7 0.01% 12 123,249 0.01% 12 0.02% 13 119,545 0.01% 8 0.01% 14 115,079 0.01% 5 0.01% 15 114,080 0.01% 4 0.01% 16 113,508 0.01% 6 0.01% 17 110,208 0.01% 13 0.02% 18 109,501 0.01% 9 0.01% 19 108,001 0.01% 5 0.01% 20 107,084 0.01% 12 0.02% 21 106,300 0.01% 4 0.01% 22 106,119 0.01% 5 0.01% 23 105,353 0.01% 3 0.00% 24 104,486 0.01% 5 0.01% 25 103,699 0.01% 11 0.01% 26 103,037 0.01% 5 0.01% 27 102,980 0.01% 13 0.02% 28 102,209 0.01% 3 0.00%

118 Ashurst360685012.27

29 100,186 0.01% 10 0.01% 30 99,809 0.01% 5 0.01% Subtotal 3,663,593 0.37% 234 0.30%

(18) Portfolio Information – Distribution by Fuel Type

Fuel Type Outstanding Amount

% Number of Contracts

%

Hybrid 495,392,794 49.54% 29,360 37.11% Petrol 340,764,021 34.08% 34,189 43.22% Diesel 26,027,256 2.60% 2,829 3.58% Hydrogen 38,271 0.00% 1 0.00% n.a. 137,760,447 13.78% 12,733 16.09% Grand Total 999,982,789 100.00% 79,112 100.00%

(19) Portfolio Information – Top 5 Car Manufacturers

Top 5 Car Manufacturer Outstanding Amount

% Number of Contracts

%

Toyota 879,456,380 87.95% 67,924 85.86% Kia Motor 15,461,777 1.55% 1,087 1.37% Hyundai 15,200,536 1.52% 1,212 1.53% VW 8,732,564 0.87% 942 1.19% Seat 7,920,311 0.79% 711 0.90% Other 73,211,221 7.32% 7,236 9.15% Grand Total 999,982,789 100.00% 79,112 100.00%

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2.2 Amortisation Profile of the Portfolio as per 30 September 2020 (0% CPR)

Period Determination

Date Outstanding

Principal Amount Amortisation

0 30.09.2020 999,982,788.93 -

1 31.10.2020 984,589,378.39 15,393,410.54

2 30.11.2020 968,759,621.48 15,829,756.91

3 31.12.2020 952,927,677.09 15,831,944.39

4 31.01.2021 936,999,087.72 15,928,589.37

5 28.02.2021 921,325,657.17 15,673,430.55

6 31.03.2021 905,644,486.59 15,681,170.58

7 30.04.2021 889,918,243.08 15,726,243.51

8 31.05.2021 874,235,855.13 15,682,387.95

9 30.06.2021 858,539,593.23 15,696,261.90

10 31.07.2021 841,874,591.79 16,665,001.44

11 31.08.2021 820,448,222.04 21,426,369.75

12 30.09.2021 799,187,614.18 21,260,607.86

13 31.10.2021 777,639,403.77 21,548,210.41

14 30.11.2021 756,694,629.00 20,944,774.77

15 31.12.2021 736,664,369.48 20,030,259.52

16 31.01.2022 717,374,383.55 19,289,985.93

17 28.02.2022 697,223,227.32 20,151,156.23

18 31.03.2022 677,494,216.60 19,729,010.72

19 30.04.2022 657,609,160.36 19,885,056.24

20 31.05.2022 637,859,629.06 19,749,531.30

21 30.06.2022 617,374,152.12 20,485,476.94

22 31.07.2022 595,642,958.08 21,731,194.04

23 31.08.2022 567,781,829.02 27,861,129.06

24 30.09.2022 540,807,816.05 26,974,012.97

25 31.10.2022 514,788,971.63 26,018,844.42

26 30.11.2022 490,615,135.63 24,173,836.00

27 31.12.2022 469,269,318.78 21,345,816.85

28 31.01.2023 448,613,760.23 20,655,558.55

29 28.02.2023 425,893,218.14 22,720,542.09

30 31.03.2023 403,961,308.21 21,931,909.93

31 30.04.2023 383,559,800.01 20,401,508.20

32 31.05.2023 362,184,624.80 21,375,175.21

33 30.06.2023 340,192,997.25 21,991,627.55

34 31.07.2023 316,291,565.84 23,901,431.41

35 31.08.2023 290,623,648.36 25,667,917.48

36 30.09.2023 268,818,090.45 21,805,557.91

37 31.10.2023 247,653,016.81 21,165,073.64

38 30.11.2023 228,269,623.79 19,383,393.02

39 31.12.2023 210,855,742.09 17,413,881.70

40 31.01.2024 193,774,282.68 17,081,459.41

120 Ashurst360685012.27

41 29.02.2024 174,315,458.15 19,458,824.53

42 31.03.2024 156,593,204.81 17,722,253.34

43 30.04.2024 143,158,396.34 13,434,808.47

44 31.05.2024 128,226,299.86 14,932,096.48

45 30.06.2024 112,113,740.29 16,112,559.57

46 31.07.2024 94,347,665.09 17,766,075.20

47 31.08.2024 74,321,195.37 20,026,469.72

48 30.09.2024 66,751,450.32 7,569,745.05

49 31.10.2024 59,761,135.33 6,990,314.99

50 30.11.2024 53,448,448.70 6,312,686.63

51 31.12.2024 47,455,693.59 5,992,755.11

52 31.01.2025 41,840,260.04 5,615,433.55

53 28.02.2025 34,757,538.65 7,082,721.39

54 31.03.2025 28,846,893.94 5,910,644.71

55 30.04.2025 25,378,065.95 3,468,827.99

56 31.05.2025 21,493,376.02 3,884,689.93

57 30.06.2025 16,556,899.74 4,936,476.28

58 31.07.2025 10,132,550.84 6,424,348.90

59 31.08.2025 992,191.94 9,140,358.90

60 30.09.2025 833,682.95 158,508.99

61 31.10.2025 689,081.28 144,601.67

62 30.11.2025 561,582.54 127,498.74

63 31.12.2025 447,559.41 114,023.13

64 31.01.2026 349,163.12 98,396.29

65 28.02.2026 263,668.62 85,494.50

66 31.03.2026 194,909.56 68,759.06

67 30.04.2026 138,878.70 56,030.86

68 31.05.2026 88,900.53 49,978.17

69 30.06.2026 46,865.07 42,035.46

70 31.07.2026 16,461.27 30,403.80

71 31.08.2026 0.00 16461.27

121 Ashurst360685012.27

3. Historical Performance Data

The historical performance data set out hereafter relate to the portfolio of auto loan receivables granted by the Seller.

1. Cumulative Gross Default Rates: Total

Quarters since Origination

Quarter 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51

2007 Q4

0.00%

0.10%

0.22%

0.46%

0.58%

0.88%

1.09%

1.30%

1.51%

1.64%

1.78%

1.91%

1.98%

2.07%

2.08%

2.16%

2.16%

2.22%

2.26%

2.30%

2.32%

2.34%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2.35%

2008 Q1

0.03%

0.14%

0.43%

0.66%

0.89%

1.07%

1.19%

1.35%

1.55%

1.76%

1.87%

1.97%

2.06%

2.13%

2.22%

2.26%

2.36%

2.38%

2.40%

2.41%

2.42%

2.45%

2.45%

2.45%

2.45%

2.45%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

2.46%

#N/A

2008 Q2

0.00%

0.07%

0.26%

0.37%

0.76%

1.01%

1.18%

1.39%

1.59%

1.84%

1.99%

2.21%

2.36%

2.43%

2.46%

2.59%

2.69%

2.73%

2.75%

2.75%

2.77%

2.79%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

2.81%

#N/A

#N/A

2008 Q3

0.01%

0.10%

0.33%

0.61%

1.02%

1.39%

1.57%

1.80%

1.91%

2.00%

2.16%

2.27%

2.36%

2.47%

2.61%

2.68%

2.71%

2.76%

2.78%

2.80%

2.81%

2.84%

2.86%

2.86%

2.86%

2.86%

2.86%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

2.87%

#N/A

#N/A

#N/A

2008 Q4

0.11%

0.40%

0.56%

0.90%

1.09%

1.37%

1.66%

1.91%

2.09%

2.36%

2.59%

2.72%

2.78%

2.97%

3.08%

3.08%

3.11%

3.16%

3.20%

3.23%

3.24%

3.26%

3.26%

3.26%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

3.27%

#N/A

#N/A

#N/A

#N/A

2009 Q1

0.00%

0.20%

0.40%

0.68%

0.88%

1.13%

1.36%

1.56%

1.65%

1.75%

1.84%

1.93%

1.98%

2.08%

2.15%

2.20%

2.27%

2.31%

2.36%

2.38%

2.39%

2.42%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

2.43%

#N/A

#N/A

#N/A

#N/A

#N/A

2009 Q2

0.04%

0.15%

0.39%

0.58%

0.91%

1.07%

1.28%

1.39%

1.57%

1.67%

1.74%

1.91%

1.97%

2.03%

2.09%

2.16%

2.21%

2.27%

2.27%

2.31%

2.32%

2.33%

2.33%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

2.34%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2009 Q3

0.04%

0.17%

0.28%

0.52%

0.76%

0.92%

1.11%

1.37%

1.53%

1.67%

1.79%

1.84%

1.95%

2.00%

2.06%

2.12%

2.18%

2.23%

2.25%

2.27%

2.29%

2.30%

2.31%

2.31%

2.31%

2.31%

2.31%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

2.32%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2009 Q4

0.00%

0.26%

0.43%

0.57%

0.77%

0.99%

1.17%

1.27%

1.42%

1.53%

1.60%

1.68%

1.76%

1.83%

1.88%

1.94%

1.98%

2.00%

2.09%

2.11%

2.12%

2.13%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

2.14%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2010 Q1

0.03%

0.29%

0.60%

0.69%

0.90%

1.11%

1.18%

1.32%

1.50%

1.65%

1.71%

1.78%

1.84%

1.94%

2.00%

2.08%

2.11%

2.16%

2.20%

2.21%

2.21%

2.24%

2.24%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

2.26%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2010 Q2

0.25%

0.50%

0.66%

0.86%

1.04%

1.14%

1.32%

1.46%

1.58%

1.77%

1.84%

1.91%

2.06%

2.25%

2.31%

2.36%

2.38%

2.43%

2.47%

2.48%

2.48%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

2.50%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2010 Q3

0.29%

0.47%

0.54%

0.66%

0.78%

0.87%

1.04%

1.15%

1.29%

1.43%

1.52%

1.57%

1.70%

1.77%

1.85%

1.89%

1.94%

1.97%

2.05%

2.05%

2.07%

2.08%

2.09%

2.09%

2.09%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

2.10%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2010 Q4

0.06%

0.13%

0.28%

0.44%

0.52%

0.68%

0.80%

0.94%

1.01%

1.11%

1.19%

1.28%

1.37%

1.44%

1.49%

1.56%

1.58%

1.62%

1.63%

1.64%

1.64%

1.65%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

1.66%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2011 Q1

0.01%

0.08%

0.18%

0.39%

0.44%

0.55%

0.74%

0.85%

1.01%

1.08%

1.20%

1.29%

1.34%

1.41%

1.49%

1.51%

1.53%

1.56%

1.59%

1.60%

1.61%

1.62%

1.62%

1.63%

1.63%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2011 Q2

0.02%

0.12%

0.25%

0.41%

0.59%

0.65%

0.81%

0.93%

1.04%

1.13%

1.24%

1.29%

1.38%

1.43%

1.47%

1.52%

1.54%

1.56%

1.58%

1.59%

1.59%

1.60%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

1.61%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2011 Q3

0.00%

0.12%

0.20%

0.36%

0.45%

0.55%

0.66%

0.77%

0.88%

1.00%

1.08%

1.11%

1.16%

1.24%

1.30%

1.31%

1.34%

1.34%

1.37%

1.43%

1.43%

1.45%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

1.46%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2011 Q4

0.03%

0.13%

0.25%

0.45%

0.56%

0.69%

0.84%

0.94%

1.03%

1.17%

1.25%

1.33%

1.41%

1.46%

1.47%

1.51%

1.55%

1.58%

1.60%

1.61%

1.62%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

1.64%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2012 Q1

0.02%

0.22%

0.41%

0.55%

0.70%

0.91%

1.03%

1.20%

1.29%

1.35%

1.47%

1.52%

1.56%

1.58%

1.62%

1.65%

1.71%

1.74%

1.76%

1.77%

1.79%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

1.80%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2012 Q2

0.06%

0.17%

0.30%

0.45%

0.62%

0.76%

0.86%

0.95%

1.05%

1.11%

1.18%

1.22%

1.31%

1.35%

1.37%

1.39%

1.40%

1.43%

1.46%

1.46%

1.47%

1.48%

1.48%

1.48%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2012 Q3

0.03%

0.13%

0.22%

0.38%

0.52%

0.66%

0.88%

0.98%

1.11%

1.15%

1.23%

1.30%

1.33%

1.37%

1.40%

1.43%

1.48%

1.51%

1.53%

1.55%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

1.56%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2012 Q4

0.02%

0.10%

0.20%

0.32%

0.48%

0.60%

0.79%

0.88%

1.05%

1.12%

1.20%

1.25%

1.30%

1.34%

1.37%

1.41%

1.42%

1.44%

1.45%

1.46%

1.47%

1.48%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

1.49%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

122 Ashurst360685012.27

2013 Q1

0.03%

0.12%

0.33%

0.45%

0.62%

0.70%

0.83%

0.94%

1.03%

1.17%

1.23%

1.28%

1.34%

1.37%

1.40%

1.42%

1.43%

1.45%

1.48%

1.50%

1.51%

1.51%

1.51%

1.51%

1.51%

1.51%

1.51%

1.51%

1.51%

1.51%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2013 Q2

0.03%

0.08%

0.12%

0.17%

0.27%

0.38%

0.44%

0.54%

0.62%

0.64%

0.68%

0.76%

0.86%

0.88%

0.90%

0.93%

0.94%

0.97%

0.99%

1.00%

1.00%

1.01%

1.01%

1.01%

1.01%

1.01%

1.01%

1.01%

1.01%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2013 Q3

0.06%

0.10%

0.21%

0.26%

0.36%

0.48%

0.57%

0.67%

0.74%

0.82%

0.86%

0.93%

1.02%

1.04%

1.06%

1.07%

1.09%

1.11%

1.13%

1.15%

1.17%

1.18%

1.18%

1.18%

1.18%

1.18%

1.18%

1.18%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2013 Q4

0.01%

0.10%

0.13%

0.20%

0.28%

0.41%

0.50%

0.59%

0.68%

0.75%

0.81%

0.89%

0.91%

0.99%

1.01%

1.01%

1.05%

1.06%

1.07%

1.08%

1.08%

1.09%

1.09%

1.09%

1.09%

1.09%

1.09%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2014 Q1

0.07%

0.14%

0.21%

0.31%

0.39%

0.51%

0.63%

0.74%

0.82%

0.95%

1.02%

1.07%

1.09%

1.13%

1.17%

1.19%

1.22%

1.23%

1.24%

1.26%

1.28%

1.29%

1.30%

1.30%

1.30%

1.30%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2014 Q2

0.01%

0.10%

0.23%

0.40%

0.45%

0.55%

0.63%

0.69%

0.76%

0.82%

0.91%

0.96%

0.99%

1.03%

1.09%

1.11%

1.13%

1.15%

1.19%

1.20%

1.21%

1.21%

1.21%

1.21%

1.21%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2014 Q3

0.06%

0.12%

0.28%

0.45%

0.57%

0.75%

0.81%

0.93%

0.96%

1.00%

1.08%

1.14%

1.17%

1.19%

1.23%

1.26%

1.28%

1.31%

1.32%

1.33%

1.34%

1.34%

1.34%

1.34%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2014 Q4

0.12%

0.26%

0.48%

0.58%

0.63%

0.74%

0.92%

0.97%

1.03%

1.05%

1.15%

1.21%

1.26%

1.29%

1.31%

1.36%

1.36%

1.38%

1.39%

1.40%

1.41%

1.41%

1.41%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2015 Q1

0.08%

0.22%

0.41%

0.56%

0.67%

0.75%

0.84%

0.93%

1.00%

1.09%

1.15%

1.16%

1.19%

1.25%

1.32%

1.35%

1.38%

1.38%

1.38%

1.39%

1.40%

1.40%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2015 Q2

0.11%

0.18%

0.27%

0.39%

0.66%

0.73%

0.82%

0.87%

0.94%

1.02%

1.08%

1.11%

1.17%

1.20%

1.26%

1.29%

1.33%

1.35%

1.35%

1.35%

1.35%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2015 Q3

0.06%

0.16%

0.22%

0.36%

0.38%

0.46%

0.62%

0.76%

0.84%

0.88%

0.92%

0.94%

1.01%

1.05%

1.12%

1.15%

1.16%

1.17%

1.20%

1.21%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2015 Q4

0.06%

0.12%

0.21%

0.31%

0.43%

0.54%

0.62%

0.74%

0.84%

0.92%

0.95%

1.02%

1.04%

1.09%

1.10%

1.14%

1.18%

1.19%

1.19%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2016 Q1

0.05%

0.13%

0.23%

0.33%

0.46%

0.52%

0.59%

0.63%

0.68%

0.81%

0.82%

0.88%

0.93%

1.00%

1.00%

1.04%

1.08%

1.10%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2016 Q2

0.02%

0.07%

0.14%

0.28%

0.35%

0.45%

0.49%

0.54%

0.59%

0.61%

0.63%

0.71%

0.74%

0.80%

0.84%

0.84%

0.84%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2016 Q3

0.01%

0.03%

0.14%

0.27%

0.36%

0.44%

0.53%

0.62%

0.66%

0.78%

0.82%

0.83%

0.87%

0.91%

0.91%

0.93%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2016 Q4

0.05%

0.15%

0.25%

0.34%

0.42%

0.49%

0.57%

0.65%

0.71%

0.77%

0.82%

0.87%

0.91%

0.93%

0.94%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2017 Q1

0.01%

0.08%

0.15%

0.23%

0.29%

0.35%

0.45%

0.49%

0.54%

0.62%

0.65%

0.65%

0.67%

0.68%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2017 Q2

0.01%

0.06%

0.13%

0.20%

0.35%

0.50%

0.56%

0.63%

0.73%

0.76%

0.81%

0.83%

0.84%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2017 Q3

0.02%

0.05%

0.09%

0.19%

0.29%

0.39%

0.45%

0.49%

0.59%

0.70%

0.72%

0.72%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2017 Q4

0.01%

0.08%

0.12%

0.18%

0.24%

0.34%

0.40%

0.48%

0.57%

0.63%

0.65%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2018 Q1

0.03%

0.08%

0.17%

0.25%

0.29%

0.34%

0.39%

0.49%

0.50%

0.49%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2018 Q2

0.02%

0.09%

0.20%

0.28%

0.38%

0.50%

0.60%

0.62%

0.63%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2018 Q3

0.00%

0.07%

0.17%

0.24%

0.30%

0.41%

0.45%

0.46%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2018 Q4

0.00%

0.11%

0.23%

0.34%

0.48%

0.52%

0.52%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2019 Q1

0.03%

0.07%

0.14%

0.30%

0.34%

0.35%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2019 Q2

0.09%

0.22%

0.39%

0.47%

0.49%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2019 Q3

0.10%

0.20%

0.29%

0.30%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2019 Q4

0.05%

0.09%

0.09%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2020 Q1

0.08%

0.09%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

2020 Q2

0.00%

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

123 Ashurst360685012.27

0,0%

0,5%

1,0%

1,5%

2,0%

2,5%

3,0%

3,5%

4,0%

4,5%

5,0%

5,5%

6,0%

6,5%

7,0%

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51

Quarters since Origination

Cumulative Gross Default Rates: Total

2007 Q4 2008 Q1 2008 Q2 2008 Q3 2008 Q4 2009 Q1 2009 Q2 2009 Q3 2009 Q4

2010 Q1 2010 Q2 2010 Q3 2010 Q4 2011 Q1 2011 Q2 2011 Q3 2011 Q4 2012 Q1

2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013 Q2 2013 Q3 2013 Q4 2014 Q1 2014 Q2

2014 Q3 2014 Q4 2015 Q1 2015 Q2 2015 Q3 2015 Q4 2016 Q1 2016 Q2 2016 Q3

2016 Q4 2017 Q1 2017 Q2 2017 Q3 2017 Q4 2018 Q1 2018 Q2 2018 Q3 2018 Q4

2019 Q1 2019 Q2 2019 Q3 2019 Q4 2020 Q1 2020 Q2

124 Ashurst360685012.27

2. Cumulative Recovery Rates: Total

Quarters since Default

Quarter 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51

2007 Q4

34.57%

66.24%

74.98%

77.21%

77.59%

77.88%

78.29%

79.17%

79.32%

79.37%

79.37%

79.37%

79.37%

79.37%

79.37%

79.52%

79.52%

79.52%

79.59%

79.79%

79.79%

79.79%

79.79%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

79.96%

2008 Q1

44.84%

57.78%

58.54%

59.24%

61.24%

61.69%

62.28%

62.82%

63.02%

63.02%

63.86%

64.20%

64.29%

64.65%

64.88%

64.93%

65.21%

65.62%

65.64%

66.02%

66.02%

66.02%

66.03%

66.03%

66.03%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04%

66.04% #N/A

2008 Q2

37.21%

48.61%

52.63%

53.52%

54.65%

56.58%

57.08%

57.74%

58.21%

58.71%

59.17%

59.64%

60.05%

60.51%

60.83%

61.16%

61.75%

62.29%

62.48%

62.63%

62.73%

62.75%

62.75%

62.78%

62.81%

62.81%

62.81%

62.81%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82%

62.82% #N/A #N/A

2008 Q3

38.75%

51.36%

53.84%

56.24%

58.74%

59.92%

60.69%

61.40%

61.98%

62.53%

62.96%

63.96%

64.31%

64.61%

64.89%

65.11%

65.36%

65.42%

65.47%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51%

65.51% #N/A #N/A #N/A

2008 Q4

30.25%

43.70%

46.45%

49.52%

51.92%

53.35%

55.22%

56.36%

57.24%

58.56%

59.46%

59.95%

60.38%

60.73%

61.37%

62.06%

62.30%

62.59%

62.89%

63.35%

63.62%

64.37%

64.65%

64.75%

64.95%

65.06%

65.17%

65.30%

66.03%

66.14%

66.28%

66.75%

67.21%

67.41%

67.66%

67.88%

68.05%

68.30%

68.56%

68.76%

68.78%

68.80%

68.81%

68.83%

68.85%

68.87%

68.88% #N/A #N/A #N/A #N/A

2009 Q1

24.59%

41.52%

46.45%

47.58%

49.08%

50.44%

53.05%

53.65%

54.16%

54.55%

54.90%

55.28%

55.63%

56.05%

56.45%

56.80%

57.38%

57.86%

58.29%

58.60%

58.93%

59.28%

59.55%

59.82%

60.02%

60.25%

60.40%

60.66%

60.81%

61.05%

61.13%

61.21%

61.30%

61.38%

61.46%

61.52%

61.60%

61.69%

61.77%

61.85%

61.94%

62.02%

62.10%

62.10%

62.10%

62.10% #N/A #N/A #N/A #N/A #N/A

2009 Q2

29.91%

46.01%

47.52%

49.01%

50.71%

55.35%

57.48%

58.38%

59.64%

60.18%

60.77%

61.50%

61.83%

63.28%

63.48%

63.82%

63.95%

64.58%

64.76%

64.89%

65.04%

65.15%

65.52%

65.67%

65.75%

65.88%

65.99%

66.04%

66.27%

66.31%

66.45%

66.60%

66.79%

66.96%

67.07%

67.22%

67.37%

67.51%

67.59%

67.70%

67.81%

67.92%

68.00%

68.11%

68.18% #N/A #N/A #N/A #N/A #N/A #N/A

2009 Q3

34.87%

48.46%

50.54%

52.22%

54.39%

55.66%

56.57%

57.88%

58.38%

59.41%

59.72%

60.27%

60.63%

61.52%

62.02%

62.30%

62.48%

62.63%

62.88%

63.09%

63.29%

63.38%

63.45%

64.00%

64.07%

64.51%

64.54%

64.58%

64.59%

64.60%

64.61%

64.62%

64.63%

64.64%

64.65%

64.66%

64.67%

64.68%

64.69%

64.70%

64.71%

64.72%

64.73%

64.74% #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2009 Q4

33.72%

47.39%

51.03%

52.03%

53.87%

55.68%

56.53%

57.28%

58.17%

59.09%

59.77%

60.25%

60.64%

60.98%

61.31%

61.45%

61.61%

61.74%

61.78%

61.86%

61.97%

61.99%

62.01%

62.05%

62.27%

62.29%

62.31%

62.32%

62.34%

62.36%

62.37%

62.39%

62.40%

62.41%

62.43%

62.46%

62.47%

62.48%

62.49%

62.50%

62.51%

62.52%

62.53% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2010 Q1

35.43%

50.39%

53.18%

54.73%

56.87%

57.45%

58.04%

59.08%

60.16%

60.55%

60.84%

61.08%

61.26%

61.50%

61.78%

61.94%

62.05%

62.19%

62.31%

62.50%

62.56%

62.63%

62.68%

62.80%

62.86%

62.88%

62.95%

63.05%

63.06%

63.08%

63.10%

63.12%

63.13%

63.13%

63.13%

63.13%

63.13%

63.13%

63.13%

63.13%

63.13%

63.13% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2010 Q2

36.18%

51.13%

55.30%

57.17%

59.53%

60.65%

61.83%

62.61%

63.42%

63.73%

64.43%

64.70%

65.03%

65.21%

65.34%

65.47%

65.62%

65.77%

65.98%

66.09%

66.20%

66.30%

66.41%

66.53%

66.64%

66.77%

66.92%

66.99%

67.05%

67.09%

67.11%

67.15%

67.16%

67.18%

67.21%

67.40%

67.40%

67.43%

67.46%

67.49%

67.50% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2010 Q3

31.96%

44.55%

47.64%

48.24%

49.56%

50.86%

51.44%

52.38%

53.04%

53.90%

54.34%

54.68%

54.83%

55.32%

55.79%

55.91%

56.09%

56.35%

56.51%

56.75%

56.87%

57.04%

57.14%

57.23%

57.31%

57.41%

57.45%

57.49%

57.54%

57.58%

57.80%

57.86%

57.92%

57.97%

58.00%

58.05%

58.08%

58.13%

58.15%

58.16% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2010 Q4

36.12%

55.05%

58.78%

61.72%

62.59%

63.53%

65.19%

66.22%

66.51%

66.82%

66.95%

67.25%

67.48%

67.66%

67.83%

67.99%

68.14%

68.27%

68.41%

68.58%

68.66%

68.73%

68.76%

68.79%

68.90%

68.91%

68.91%

68.91%

68.91%

68.91%

68.91%

68.93%

68.93%

68.93%

68.93%

68.93%

69.26%

69.26%

69.26% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2011 Q1

36.96%

59.84%

61.00%

62.48%

63.55%

64.63%

65.08%

65.57%

65.88%

66.02%

66.60%

66.79%

66.87%

67.06%

67.24%

67.92%

68.08%

68.23%

68.33%

68.46%

68.56%

68.61%

68.68%

68.77%

68.78%

68.87%

68.91%

68.92%

68.97%

69.49%

69.49%

69.49%

69.49%

69.50%

69.50%

69.52%

69.52%

69.52% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2011 Q2

33.25%

50.29%

55.01%

57.42%

60.41%

62.64%

63.84%

65.62%

67.05%

68.45%

69.02%

69.30%

70.13%

70.35%

70.59%

70.91%

71.12%

71.17%

71.50%

71.52%

71.60%

71.62%

71.63%

71.65%

71.75%

71.84%

71.85%

71.87%

71.97%

71.98%

71.98%

71.99%

72.00%

72.00%

72.00%

72.00%

72.00% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2011 Q3

36.28%

54.57%

59.87%

61.31%

62.39%

63.02%

63.95%

64.42%

65.33%

66.08%

66.57%

66.75%

66.99%

67.15%

67.36%

67.50%

67.56%

67.63%

67.70%

67.83%

67.91%

68.00%

68.03%

68.14%

68.21%

68.25%

68.30%

68.32%

68.36%

68.38%

68.39%

68.40%

68.41%

68.43%

68.44%

68.44% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2011 Q4

27.65%

52.42%

56.53%

58.74%

61.68%

62.73%

63.47%

64.16%

64.69%

65.45%

66.09%

66.66%

67.16%

67.62%

68.00%

68.40%

68.65%

68.93%

69.39%

69.66%

69.96%

70.15%

70.34%

70.52%

70.61%

70.72%

70.88%

71.01%

71.12%

71.14%

71.16%

71.17%

71.18%

71.19%

71.19% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2012 Q1

32.84%

51.55%

54.58%

57.15%

58.33%

59.11%

60.28%

61.33%

61.88%

62.46%

63.58%

63.97%

64.28%

64.84%

65.17%

65.48%

65.70%

65.90%

66.12%

66.40%

66.67%

66.95%

67.08%

67.13%

67.32%

67.37%

67.50%

67.64%

67.70%

67.77%

67.84%

67.91%

67.97%

67.97% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2012 Q2

26.68%

47.37%

50.92%

52.71%

54.03%

55.20%

57.19%

58.24%

59.26%

60.16%

61.04%

61.98%

62.64%

63.74%

64.71%

65.35%

65.97%

66.35%

66.55%

66.89%

67.16%

67.34%

67.43%

67.57%

67.72%

67.82%

67.86%

67.93%

67.97%

67.99%

68.03%

68.06%

68.06% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2012 Q3

26.19%

44.93%

48.13%

49.52%

50.98%

52.04%

53.47%

54.40%

55.18%

55.87%

56.71%

57.38%

58.83%

59.18%

59.61%

60.04%

60.57%

60.89%

61.17%

61.31%

61.69%

61.85%

62.07%

62.26%

62.37%

62.47%

62.57%

62.61%

62.75%

62.79%

62.84%

62.85% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2012 Q4

34.25%

49.70%

52.89%

55.76%

57.67%

58.50%

59.65%

60.99%

61.67%

62.22%

63.20%

63.78%

64.23%

64.60%

64.95%

65.28%

65.78%

65.94%

66.61%

66.72%

66.85%

67.20%

67.28%

67.36%

67.41%

67.45%

67.53%

67.55%

67.58%

67.69%

67.70% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2013 Q1

25.87%

48.23%

51.87%

54.13%

55.38%

56.31%

57.41%

58.36%

59.29%

60.01%

60.77%

61.73%

62.60%

63.15%

63.48%

63.89%

64.29%

64.58%

64.79%

65.16%

65.29%

65.40%

65.55%

65.68%

65.80%

65.89%

66.01%

66.12%

66.28%

66.30% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2013 Q2

35.79%

54.23%

56.76%

59.29%

60.27%

61.86%

64.54%

65.49%

66.90%

67.39%

67.81%

68.21%

68.64%

68.93%

69.18%

69.45%

69.62%

69.93%

70.05%

70.13%

70.23%

70.32%

70.37%

70.41%

70.48%

70.54%

70.57%

70.57%

70.57% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2013 Q3

31.59%

51.67%

54.87%

56.77%

59.27%

60.78%

61.56%

62.68%

63.75%

64.41%

64.98%

65.42%

66.01%

66.45%

67.10%

67.33%

67.53%

67.74%

68.05%

68.38%

68.62%

68.81%

68.98%

69.16%

69.37%

69.57%

69.64%

69.66% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2013 Q4

32.43%

51.85%

55.24%

57.58%

60.18%

61.18%

62.36%

63.66%

64.36%

64.95%

65.38%

65.81%

66.34%

66.87%

67.23%

67.56%

68.01%

68.42%

68.59%

68.75%

68.91%

69.17%

69.31%

69.43%

69.53%

69.59%

69.74% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

125 Ashurst360685012.27

2014 Q1

30.76%

49.32%

53.43%

55.48%

57.17%

58.46%

59.73%

60.94%

61.68%

62.63%

63.58%

64.22%

64.64%

64.98%

65.36%

65.69%

66.20%

66.48%

66.82%

67.04%

67.28%

67.45%

67.65%

67.86%

67.95%

68.00% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2014 Q2

33.03%

49.88%

53.02%

55.76%

57.03%

59.08%

59.98%

60.88%

61.56%

62.55%

63.68%

64.38%

64.57%

64.95%

65.43%

65.66%

65.96%

66.10%

66.17%

66.26%

66.34%

66.40%

66.59%

66.65%

66.66% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2014 Q3

33.81%

52.03%

55.52%

57.63%

59.55%

61.01%

62.88%

65.11%

66.07%

66.71%

67.17%

67.76%

68.09%

68.50%

68.79%

69.15%

69.38%

69.60%

69.87%

69.99%

70.13%

70.42%

70.52%

70.56% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2014 Q4

31.52%

47.36%

51.13%

54.10%

55.31%

56.47%

57.23%

58.18%

59.79%

60.48%

61.87%

62.52%

63.16%

63.58%

64.55%

64.76%

64.94%

65.36%

65.75%

65.82%

65.91%

66.12%

66.16% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2015 Q1

33.96%

51.61%

56.31%

59.39%

61.60%

62.97%

64.69%

65.92%

67.13%

68.71%

69.31%

69.84%

70.37%

71.06%

71.51%

71.99%

72.55%

73.39%

73.81%

74.21%

74.73%

74.81% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2015 Q2

29.54%

45.70%

49.60%

51.57%

53.45%

55.65%

56.75%

57.77%

58.65%

59.99%

60.89%

61.56%

62.35%

63.09%

63.52%

64.02%

64.29%

64.48%

64.64%

64.74%

64.77% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2015 Q3

34.61%

50.78%

55.90%

58.20%

59.61%

60.92%

62.86%

66.13%

67.12%

67.99%

69.35%

70.06%

71.13%

71.79%

72.52%

73.16%

74.21%

74.57%

74.78%

74.86% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2015 Q4

35.16%

50.11%

54.87%

57.16%

59.02%

60.18%

61.06%

61.88%

63.37%

64.43%

65.04%

65.69%

66.94%

67.25%

67.58%

68.20%

68.49%

68.73%

68.91% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2016 Q1

36.58%

47.96%

55.47%

58.55%

60.06%

62.36%

63.43%

64.48%

64.95%

65.84%

66.78%

67.23%

67.73%

68.35%

69.08%

69.34%

69.52%

69.58% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2016 Q2

36.75%

55.45%

58.84%

60.69%

62.90%

63.81%

64.71%

65.68%

66.32%

67.05%

67.68%

68.61%

70.39%

72.07%

72.53%

73.00%

73.09% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2016 Q3

29.07%

48.02%

54.66%

56.32%

58.06%

60.21%

61.67%

63.50%

64.34%

65.57%

66.22%

67.32%

67.79%

68.37%

68.94%

69.02% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2016 Q4

33.05%

51.80%

56.01%

59.97%

62.40%

63.63%

67.40%

69.20%

71.05%

72.25%

73.59%

74.15%

74.61%

75.20%

75.45% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2017 Q1

37.14%

54.09%

57.50%

59.03%

60.70%

63.31%

64.42%

65.27%

66.29%

67.91%

68.53%

69.44%

69.96%

70.02% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2017 Q2

31.60%

45.58%

59.43%

60.20%

61.06%

62.29%

62.97%

64.32%

64.81%

65.66%

66.42%

66.89%

67.24% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2017 Q3

42.10%

53.29%

56.22%

57.49%

58.92%

59.78%

60.98%

62.45%

63.28%

63.96%

64.75%

65.43% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2017 Q4

42.41%

59.02%

61.88%

64.73%

67.30%

69.76%

71.63%

72.55%

73.35%

74.10%

74.48% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2018 Q1

35.08%

53.98%

58.52%

61.54%

63.34%

65.88%

67.03%

68.07%

69.09%

69.28% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2018 Q2

37.07%

56.91%

61.83%

65.37%

67.24%

68.40%

69.36%

69.92%

70.56% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2018 Q3

35.64%

53.51%

56.91%

60.69%

62.28%

64.53%

65.13%

65.30% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2018 Q4

32.12%

53.85%

57.24%

60.31%

61.29%

62.22%

62.73% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2019 Q1

44.39%

56.91%

61.49%

62.82%

64.96%

65.22% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2019 Q2

41.62%

55.78%

60.05%

61.97%

62.52% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2019 Q3

33.92%

49.10%

52.29%

52.66% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2019 Q4

29.43%

43.65%

45.51% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2020 Q1

31.63%

39.05% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

2020 Q2

6.78% #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A #N/A

126 Ashurst360685012.27

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51

Quarters since Default

Cumulative Recovery Rates: Total

2007 Q4 2008 Q1 2008 Q2 2008 Q3 2008 Q4 2009 Q1 2009 Q2 2009 Q3 2009 Q4

2010 Q1 2010 Q2 2010 Q3 2010 Q4 2011 Q1 2011 Q2 2011 Q3 2011 Q4 2012 Q1

2012 Q2 2012 Q3 2012 Q4 2013 Q1 2013 Q2 2013 Q3 2013 Q4 2014 Q1 2014 Q2

2014 Q3 2014 Q4 2015 Q1 2015 Q2 2015 Q3 2015 Q4 2016 Q1 2016 Q2 2016 Q3

2016 Q4 2017 Q1 2017 Q2 2017 Q3 2017 Q4 2018 Q1 2018 Q2 2018 Q3 2018 Q4

2019 Q1 2019 Q2 2019 Q3 2019 Q4 2020 Q1 2020 Q2

127 Ashurst360685012.27

3. Delinquencies: Total

Month Outstanding Amount Sound 1 - 29 30 - 59 60 - 89 90 - 119 120 - 149 150-179 180+

2007 10 849,478,188.46 97.13% 0.90% 1.18% 0.39% 0.17% 0.08% 0.05% 0.10%

2007 11 844,695,691.67 97.60% 1.35% 0.25% 0.37% 0.18% 0.09% 0.05% 0.11%

2007 12 837,473,448.67 97.21% 0.92% 1.04% 0.37% 0.18% 0.10% 0.07% 0.11%

2008 01 832,727,514.52 97.35% 0.88% 1.00% 0.34% 0.15% 0.09% 0.07% 0.13%

2008 02 828,857,217.63 97.31% 1.65% 0.51% 0.13% 0.15% 0.06% 0.06% 0.14%

2008 03 824,229,603.59 97.08% 1.02% 1.37% 0.12% 0.15% 0.07% 0.04% 0.14%

2008 04 822,248,626.30 97.21% 1.72% 0.29% 0.48% 0.07% 0.07% 0.04% 0.12%

2008 05 818,167,919.73 97.15% 0.94% 1.12% 0.39% 0.16% 0.07% 0.05% 0.12%

2008 06 813,875,807.18 97.22% 1.72% 0.25% 0.38% 0.18% 0.07% 0.05% 0.13%

2008 07 812,372,119.40 97.26% 0.85% 1.13% 0.34% 0.16% 0.08% 0.06% 0.12%

2008 08 810,130,688.89 97.22% 0.95% 1.04% 0.35% 0.15% 0.09% 0.06% 0.13%

2008 09 807,533,601.31 97.17% 1.77% 0.30% 0.34% 0.16% 0.07% 0.05% 0.13%

2008 10 803,625,490.95 97.08% 0.97% 1.24% 0.34% 0.13% 0.08% 0.04% 0.12%

2008 11 799,401,951.72 96.89% 2.03% 0.30% 0.41% 0.12% 0.08% 0.05% 0.13%

2008 12 795,264,417.03 97.07% 0.92% 1.17% 0.42% 0.16% 0.07% 0.05% 0.13%

2009 01 789,142,512.22 96.78% 0.98% 1.36% 0.44% 0.16% 0.09% 0.05% 0.14%

2009 02 795,276,735.72 96.76% 2.01% 0.61% 0.27% 0.12% 0.03% 0.07% 0.14%

2009 03 807,827,108.03 96.91% 0.94% 1.55% 0.23% 0.05% 0.12% 0.06% 0.14%

2009 04 810,702,361.25 96.68% 2.05% 0.31% 0.55% 0.13% 0.03% 0.09% 0.15%

2009 05 812,736,368.28 97.01% 0.84% 1.13% 0.44% 0.27% 0.04% 0.07% 0.19%

2009 06 819,495,931.44 97.02% 1.63% 0.30% 0.46% 0.20% 0.15% 0.03% 0.22%

2009 07 828,770,783.56 97.09% 0.82% 1.09% 0.42% 0.20% 0.11% 0.07% 0.20%

2009 08 834,376,748.32 97.07% 0.88% 1.08% 0.41% 0.18% 0.09% 0.09% 0.21%

2009 09 847,935,434.80 97.18% 1.57% 0.27% 0.42% 0.19% 0.09% 0.06% 0.23%

2009 10 857,629,852.06 97.12% 0.82% 1.08% 0.40% 0.20% 0.10% 0.06% 0.21%

128 Ashurst360685012.27

2009 11 859,825,843.13 97.07% 1.69% 0.27% 0.43% 0.17% 0.10% 0.08% 0.18%

2009 12 859,738,258.69 97.30% 0.81% 0.97% 0.41% 0.18% 0.09% 0.07% 0.18%

2010 01 856,667,160.14 96.89% 0.99% 1.17% 0.38% 0.22% 0.10% 0.06% 0.18%

2010 02 856,259,216.34 96.90% 1.81% 0.61% 0.24% 0.16% 0.03% 0.08% 0.17%

2010 03 869,848,812.89 97.22% 0.83% 1.28% 0.26% 0.05% 0.09% 0.08% 0.18%

2010 04 878,253,749.16 97.01% 1.75% 0.27% 0.54% 0.15% 0.03% 0.06% 0.18%

2010 05 884,641,432.28 97.12% 0.94% 0.99% 0.37% 0.28% 0.05% 0.07% 0.19%

2010 06 894,733,509.48 97.28% 1.48% 0.29% 0.38% 0.18% 0.15% 0.04% 0.19%

2010 07 908,011,936.57 97.24% 0.89% 0.96% 0.38% 0.16% 0.12% 0.07% 0.19%

2010 08 924,795,084.78 97.23% 0.87% 0.98% 0.38% 0.19% 0.09% 0.08% 0.18%

2010 09 945,337,762.13 97.40% 1.42% 0.29% 0.37% 0.18% 0.10% 0.06% 0.19%

2010 10 968,116,680.52 97.20% 0.89% 0.98% 0.40% 0.18% 0.11% 0.07% 0.17%

2010 11 995,384,400.81 97.37% 1.47% 0.26% 0.34% 0.20% 0.10% 0.07% 0.18%

2010 12 1,019,133,603.96 97.59% 0.72% 0.88% 0.31% 0.14% 0.11% 0.08% 0.17%

2011 01 1,040,495,847.92 97.40% 0.82% 0.95% 0.34% 0.16% 0.08% 0.08% 0.17%

2011 02 1,061,771,672.61 97.61% 1.39% 0.42% 0.22% 0.11% 0.04% 0.05% 0.17%

2011 03 1,093,195,350.18 97.86% 0.71% 0.90% 0.20% 0.05% 0.08% 0.06% 0.14%

2011 04 1,117,483,878.58 97.72% 1.32% 0.26% 0.38% 0.10% 0.02% 0.05% 0.15%

2011 05 1,139,449,879.65 97.93% 0.67% 0.74% 0.28% 0.17% 0.04% 0.04% 0.13%

2011 06 1,151,210,263.07 97.88% 1.23% 0.23% 0.26% 0.13% 0.11% 0.03% 0.13%

2011 07 1,163,887,172.25 97.89% 0.71% 0.74% 0.26% 0.12% 0.08% 0.06% 0.14%

2011 08 1,175,039,658.34 97.94% 0.72% 0.72% 0.25% 0.12% 0.07% 0.06% 0.13%

2011 09 1,187,220,540.57 98.01% 1.11% 0.24% 0.27% 0.12% 0.06% 0.05% 0.15%

2011 10 1,202,718,166.84 97.83% 0.76% 0.76% 0.26% 0.14% 0.07% 0.04% 0.14%

2011 11 1,220,199,421.54 97.91% 1.18% 0.25% 0.30% 0.11% 0.08% 0.05% 0.13%

2011 12 1,233,791,155.59 98.07% 0.65% 0.62% 0.27% 0.14% 0.05% 0.05% 0.14%

2012 01 1,241,472,860.89 97.91% 0.74% 0.69% 0.27% 0.13% 0.08% 0.04% 0.15%

2012 02 1,251,273,363.71 97.94% 1.17% 0.42% 0.09% 0.12% 0.07% 0.06% 0.13%

2012 03 1,276,557,179.06 98.01% 0.73% 0.81% 0.08% 0.11% 0.08% 0.04% 0.15%

2012 04 1,296,685,967.53 97.75% 1.34% 0.25% 0.36% 0.05% 0.06% 0.05% 0.14%

2012 05 1,306,932,336.03 97.88% 0.72% 0.73% 0.29% 0.12% 0.08% 0.04% 0.14%

129 Ashurst360685012.27

2012 06 1,316,709,766.46 98.01% 1.10% 0.23% 0.25% 0.15% 0.06% 0.05% 0.14%

2012 07 1,328,031,785.62 97.88% 0.78% 0.69% 0.24% 0.12% 0.10% 0.04% 0.15%

2012 08 1,336,692,143.19 98.01% 0.71% 0.63% 0.27% 0.11% 0.06% 0.06% 0.14%

2012 09 1,343,047,477.77 97.87% 1.19% 0.24% 0.29% 0.13% 0.06% 0.05% 0.16%

2012 10 1,356,225,081.48 97.94% 0.74% 0.66% 0.27% 0.14% 0.07% 0.04% 0.15%

2012 11 1,362,488,286.94 98.07% 1.10% 0.21% 0.23% 0.13% 0.07% 0.05% 0.14%

2012 12 1,363,449,427.57 98.05% 0.71% 0.61% 0.24% 0.11% 0.08% 0.07% 0.14%

2013 01 1,360,085,001.84 97.96% 0.72% 0.71% 0.23% 0.13% 0.05% 0.06% 0.15%

2013 02 1,362,280,197.11 97.96% 1.17% 0.37% 0.17% 0.10% 0.04% 0.03% 0.16%

2013 03 1,377,438,921.77 98.03% 0.69% 0.80% 0.17% 0.05% 0.06% 0.05% 0.15%

2013 04 1,399,096,459.72 97.91% 1.22% 0.23% 0.32% 0.08% 0.02% 0.04% 0.16%

2013 05 1,412,245,924.90 98.04% 0.67% 0.65% 0.28% 0.15% 0.03% 0.03% 0.14%

2013 06 1,423,354,987.61 98.05% 1.11% 0.23% 0.26% 0.13% 0.09% 0.02% 0.12%

2013 07 1,431,899,286.67 97.98% 0.70% 0.73% 0.27% 0.12% 0.06% 0.04% 0.10%

2013 08 1,434,776,317.10 98.14% 0.63% 0.61% 0.28% 0.12% 0.06% 0.04% 0.11%

2013 09 1,440,761,492.14 98.10% 1.08% 0.21% 0.26% 0.14% 0.07% 0.04% 0.11%

2013 10 1,450,113,002.09 98.11% 0.69% 0.60% 0.27% 0.11% 0.08% 0.05% 0.10%

2013 11 1,460,164,214.00 98.18% 1.01% 0.20% 0.26% 0.11% 0.06% 0.06% 0.11%

2013 12 1,468,989,787.88 98.23% 0.61% 0.58% 0.23% 0.12% 0.06% 0.03% 0.14%

2014 01 1,466,971,535.72 98.09% 0.69% 0.66% 0.23% 0.10% 0.07% 0.05% 0.11%

2014 02 1,465,095,437.41 97.97% 1.20% 0.39% 0.16% 0.09% 0.02% 0.05% 0.12%

2014 03 1,477,800,322.58 98.09% 0.66% 0.81% 0.15% 0.06% 0.06% 0.05% 0.12%

2014 04 1,482,345,850.91 97.96% 1.24% 0.24% 0.30% 0.07% 0.03% 0.04% 0.11%

2014 05 1,487,122,270.34 98.14% 0.66% 0.66% 0.23% 0.13% 0.02% 0.04% 0.11%

2014 06 1,484,639,560.88 98.11% 1.11% 0.23% 0.23% 0.10% 0.08% 0.02% 0.12%

2014 07 1,484,071,300.53 98.12% 0.67% 0.67% 0.22% 0.12% 0.06% 0.04% 0.11%

2014 08 1,481,639,133.08 98.17% 0.65% 0.64% 0.23% 0.10% 0.06% 0.04% 0.11%

2014 09 1,483,342,175.34 98.18% 1.08% 0.21% 0.24% 0.10% 0.06% 0.04% 0.09%

2014 10 1,488,690,755.66 98.12% 0.67% 0.68% 0.24% 0.11% 0.05% 0.04% 0.09%

2014 11 1,487,688,268.26 98.14% 1.10% 0.23% 0.22% 0.11% 0.05% 0.03% 0.11%

2014 12 1,488,920,223.51 98.33% 0.59% 0.58% 0.22% 0.09% 0.06% 0.04% 0.10%

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2015 01 1,476,645,639.22 98.09% 0.64% 0.78% 0.21% 0.10% 0.05% 0.05% 0.08%

2015 02 1,468,575,945.81 98.05% 1.19% 0.39% 0.14% 0.08% 0.02% 0.03% 0.10%

2015 03 1,472,265,208.30 98.18% 0.64% 0.78% 0.16% 0.06% 0.05% 0.04% 0.09%

2015 04 1,471,601,206.47 98.19% 1.08% 0.20% 0.28% 0.10% 0.02% 0.03% 0.09%

2015 05 1,462,879,194.30 98.08% 0.65% 0.69% 0.26% 0.15% 0.03% 0.05% 0.10%

2015 06 1,465,091,609.19 98.15% 1.05% 0.21% 0.26% 0.13% 0.08% 0.02% 0.11%

2015 07 1,463,663,660.01 98.10% 0.62% 0.68% 0.25% 0.15% 0.06% 0.04% 0.12%

2015 08 1,461,087,912.16 98.10% 0.67% 0.60% 0.25% 0.14% 0.09% 0.03% 0.11%

2015 09 1,457,715,102.36 98.17% 1.06% 0.19% 0.22% 0.13% 0.08% 0.07% 0.09%

2015 10 1,456,144,718.47 98.16% 0.62% 0.65% 0.21% 0.13% 0.06% 0.06% 0.11%

2015 11 1,461,846,351.38 98.19% 1.08% 0.20% 0.21% 0.10% 0.06% 0.04% 0.12%

2015 12 1,465,661,907.38 98.35% 0.54% 0.57% 0.21% 0.11% 0.06% 0.03% 0.12%

2016 01 1,456,465,299.37 98.17% 0.64% 0.66% 0.22% 0.10% 0.07% 0.04% 0.12%

2016 02 1,454,296,671.79 98.22% 1.03% 0.32% 0.09% 0.11% 0.06% 0.04% 0.12%

2016 03 1,462,095,093.55 98.23% 0.59% 0.78% 0.09% 0.11% 0.07% 0.04% 0.10%

2016 04 1,462,657,431.71 98.16% 1.09% 0.18% 0.33% 0.05% 0.05% 0.05% 0.09%

2016 05 1,464,915,782.04 98.15% 0.66% 0.63% 0.24% 0.12% 0.06% 0.04% 0.10%

2016 06 1,465,261,711.01 98.28% 0.96% 0.21% 0.23% 0.11% 0.06% 0.05% 0.10%

2016 07 1,466,349,726.80 98.16% 0.61% 0.66% 0.24% 0.12% 0.06% 0.04% 0.11%

2016 08 1,478,811,146.33 98.27% 0.61% 0.56% 0.21% 0.14% 0.06% 0.04% 0.11%

2016 09 1,488,318,800.91 98.36% 0.91% 0.17% 0.22% 0.11% 0.08% 0.04% 0.11%

2016 10 1,496,322,470.96 98.22% 0.64% 0.60% 0.23% 0.10% 0.06% 0.06% 0.10%

2016 11 1,499,951,904.92 98.37% 0.95% 0.18% 0.22% 0.10% 0.05% 0.03% 0.10%

2016 12 1,506,301,516.11 98.53% 0.50% 0.51% 0.19% 0.10% 0.04% 0.04% 0.08%

2017 01 1,507,018,872.86 98.36% 0.59% 0.56% 0.22% 0.11% 0.05% 0.03% 0.08%

2017 02 1,515,756,253.67 98.41% 0.94% 0.29% 0.15% 0.07% 0.03% 0.04% 0.08%

2017 03 1,538,187,274.86 98.56% 0.51% 0.59% 0.13% 0.04% 0.05% 0.03% 0.08%

2017 04 1,546,074,923.00 98.23% 1.11% 0.18% 0.27% 0.08% 0.02% 0.03% 0.08%

2017 05 1,560,036,661.31 98.44% 0.55% 0.53% 0.20% 0.13% 0.03% 0.03% 0.08%

2017 06 1,573,793,187.73 98.55% 0.80% 0.17% 0.20% 0.10% 0.08% 0.01% 0.09%

2017 07 1,589,868,252.16 98.38% 0.57% 0.59% 0.19% 0.10% 0.05% 0.03% 0.09%

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2017 08 1,600,820,961.19 98.49% 0.54% 0.53% 0.17% 0.10% 0.05% 0.02% 0.08%

2017 09 1,615,661,653.99 98.53% 0.87% 0.18% 0.16% 0.10% 0.05% 0.03% 0.08%

2017 10 1,636,925,368.11 98.43% 0.58% 0.56% 0.18% 0.09% 0.04% 0.03% 0.08%

2017 11 1,646,314,653.47 98.56% 0.86% 0.17% 0.17% 0.10% 0.05% 0.02% 0.07%

2017 12 1,656,185,637.39 98.64% 0.51% 0.47% 0.16% 0.08% 0.05% 0.02% 0.06%

2018 01 1,661,720,109.59 98.48% 0.58% 0.54% 0.18% 0.08% 0.05% 0.03% 0.06%

2018 02 1,665,377,026.66 98.56% 0.86% 0.27% 0.12% 0.07% 0.02% 0.03% 0.07%

2018 03 1,677,560,179.75 98.63% 0.51% 0.54% 0.14% 0.04% 0.05% 0.02% 0.07%

2018 04 1,693,153,225.19 98.43% 0.98% 0.15% 0.23% 0.10% 0.02% 0.02% 0.07%

2018 05 1,699,528,800.32 98.50% 0.55% 0.51% 0.19% 0.14% 0.03% 0.03% 0.06%

2018 06 1,711,421,728.60 98.63% 0.78% 0.15% 0.18% 0.10% 0.08% 0.02% 0.06%

2018 07 1,726,470,732.56 98.52% 0.52% 0.52% 0.17% 0.11% 0.05% 0.03% 0.07%

2018 08 1,743,726,687.44 98.64% 0.49% 0.42% 0.18% 0.10% 0.06% 0.03% 0.07%

2018 09 1,754,132,193.56 98.53% 0.90% 0.15% 0.16% 0.10% 0.05% 0.04% 0.08%

2018 10 1,771,775,554.08 98.61% 0.48% 0.49% 0.17% 0.08% 0.06% 0.03% 0.08%

2018 11 1,783,300,137.62 98.68% 0.79% 0.12% 0.16% 0.09% 0.05% 0.04% 0.08%

2018 12 1,786,489,869.27 98.66% 0.50% 0.43% 0.15% 0.09% 0.05% 0.02% 0.09%

2019 01 1,791,912,339.07 98.59% 0.55% 0.47% 0.17% 0.07% 0.04% 0.03% 0.08%

2019 02 1,803,835,525.78 98.63% 0.85% 0.22% 0.12% 0.06% 0.01% 0.03% 0.07%

2019 03 1,816,371,749.75 98.64% 0.51% 0.55% 0.11% 0.04% 0.05% 0.02% 0.07%

2019 04 1,826,724,473.89 98.61% 0.87% 0.15% 0.19% 0.07% 0.03% 0.03% 0.06%

2019 05 1,843,487,120.56 98.75% 0.49% 0.40% 0.15% 0.10% 0.02% 0.03% 0.06%

2019 06 1,855,929,349.01 98.60% 0.92% 0.13% 0.14% 0.09% 0.05% 0.01% 0.07%

2019 07 1,881,782,593.66 98.70% 0.48% 0.45% 0.16% 0.08% 0.05% 0.02% 0.06%

2019 08 1,900,391,133.67 98.73% 0.47% 0.43% 0.16% 0.08% 0.04% 0.03% 0.06%

2019 09 1,904,669,584.97 98.58% 0.89% 0.15% 0.16% 0.09% 0.05% 0.03% 0.06%

2019 10 1,914,312,077.56 98.65% 0.51% 0.44% 0.18% 0.08% 0.05% 0.03% 0.06%

2019 11 1,910,473,201.36 98.65% 0.80% 0.14% 0.19% 0.09% 0.04% 0.03% 0.07%

2019 12 1,906,257,855.42 98.58% 0.52% 0.47% 0.19% 0.10% 0.05% 0.02% 0.07%

2020 01 1,895,524,209.93 98.54% 0.52% 0.49% 0.21% 0.09% 0.06% 0.03% 0.07%

2020 02 1,887,731,441.03 98.46% 0.86% 0.32% 0.08% 0.10% 0.07% 0.04% 0.07%

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2020 03 1,874,918,267.44 98.53% 0.51% 0.58% 0.10% 0.09% 0.06% 0.04% 0.09%

2020 04 1,842,559,256.81 98.59% 0.73% 0.18% 0.24% 0.05% 0.06% 0.04% 0.11%

2020 05 1,817,858,590.93 98.61% 0.44% 0.43% 0.20% 0.11% 0.06% 0.03% 0.11%

2020 06 1,803,713,911.77 98.58% 0.74% 0.18% 0.17% 0.11% 0.06% 0.04% 0.11%

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0,0%

0,5%

1,0%

1,5%

2,0%

2,5%

20

07

10

20

08

01

20

08

04

20

08

07

20

08

10

20

09

01

20

09

04

20

09

07

20

09

10

20

10

01

20

10

04

20

10

07

20

10

10

20

11

01

20

11

04

20

11

07

20

11

10

20

12

01

20

12

04

20

12

07

20

12

10

20

13

01

20

13

04

20

13

07

20

13

10

20

14

01

20

14

04

20

14

07

20

14

10

20

15

01

20

15

04

20

15

07

20

15

10

20

16

01

20

16

04

20

16

07

20

16

10

20

17

01

20

17

04

20

17

07

20

17

10

20

18

01

20

18

04

20

18

07

20

18

10

20

19

01

20

19

04

20

19

07

20

19

10

20

20

01

20

20

04

Delinquencies: Total

1 - 29 30 - 59 60 - 89 90 - 119 120 - 149 150-179 180+

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4. Prepayments: Total

Month CPR Month CPR Month CPR Month CPR

2007 10 13.62% 2011 01 11.74% 2014 04 14.35% 2017 07 17.09%

2007 11 12.81% 2011 02 11.98% 2014 05 12.41% 2017 08 16.69%

2007 12 11.96% 2011 03 12.54% 2014 06 15.36% 2017 09 14.79%

2008 01 13.19% 2011 04 12.11% 2014 07 14.79% 2017 10 12.85%

2008 02 13.09% 2011 05 12.37% 2014 08 13.92% 2017 11 17.94%

2008 03 12.54% 2011 06 10.75% 2014 09 15.13% 2017 12 13.31%

2008 04 14.86% 2011 07 10.83% 2014 10 15.89% 2018 01 16.08%

2008 05 13.04% 2011 08 11.62% 2014 11 14.38% 2018 02 15.66%

2008 06 14.10% 2011 09 10.92% 2014 12 14.32% 2018 03 17.04%

2008 07 13.75% 2011 10 11.48% 2015 01 13.88% 2018 04 16.06%

2008 08 12.59% 2011 11 11.91% 2015 02 15.46% 2018 05 15.40%

2008 09 12.01% 2011 12 11.12% 2015 03 18.01% 2018 06 16.02%

2008 10 12.45% 2012 01 11.56% 2015 04 16.13% 2018 07 16.32%

2008 11 10.80% 2012 02 11.41% 2015 05 14.58% 2018 08 16.01%

2008 12 10.56% 2012 03 13.55% 2015 06 15.71% 2018 09 15.01%

2009 01 10.46% 2012 04 12.07% 2015 07 17.24% 2018 10 15.49%

2009 02 10.32% 2012 05 12.42% 2015 08 14.12% 2018 11 15.23%

2009 03 11.97% 2012 06 10.86% 2015 09 15.53% 2018 12 12.84%

2009 04 10.37% 2012 07 12.29% 2015 10 15.90% 2019 01 14.97%

2009 05 10.61% 2012 08 11.99% 2015 11 16.74% 2019 02 15.79%

2009 06 10.39% 2012 09 11.50% 2015 12 15.99% 2019 03 16.85%

2009 07 11.84% 2012 10 12.15% 2016 01 14.77% 2019 04 16.46%

2009 08 10.77% 2012 11 12.64% 2016 02 15.96% 2019 05 18.30%

2009 09 11.63% 2012 12 10.55% 2016 03 18.67% 2019 06 15.70%

2009 10 12.53% 2013 01 11.48% 2016 04 18.71% 2019 07 17.87%

2009 11 11.67% 2013 02 12.80% 2016 05 16.57% 2019 08 16.70%

2009 12 10.84% 2013 03 14.63% 2016 06 18.80% 2019 09 15.68%

2010 01 9.97% 2013 04 15.68% 2016 07 15.87% 2019 10 15.87%

2010 02 10.79% 2013 05 13.40% 2016 08 17.30% 2019 11 14.54%

2010 03 13.46% 2013 06 13.12% 2016 09 17.27% 2019 12 14.09%

2010 04 12.98% 2013 07 14.08% 2016 10 15.95% 2020 01 16.44%

2010 05 12.05% 2013 08 12.71% 2016 11 16.69% 2020 02 17.31%

2010 06 12.47% 2013 09 12.84% 2016 12 16.03% 2020 03 17.65%

2010 07 12.38% 2013 10 13.93% 2017 01 16.24% 2020 04 14.05%

2010 08 11.98% 2013 11 13.82% 2017 02 17.35% 2020 05 16.67%

2010 09 12.13% 2013 12 13.56% 2017 03 19.87% 2020 06 18.42%

2010 10 11.52% 2014 01 12.92% 2017 04 16.85%

2010 11 12.26% 2014 02 14.32% 2017 05 17.70%

2010 12 12.00% 2014 03 15.34% 2017 06 16.53%

135 Ashurst360685012.27

0,0%

2,5%

5,0%

7,5%

10,0%

12,5%

15,0%

17,5%

20,0%

22,5%

20

07

10

20

08

01

20

08

04

20

08

07

20

08

10

20

09

01

20

09

04

20

09

07

20

09

10

20

10

01

20

10

04

20

10

07

20

10

10

20

11

01

20

11

04

20

11

07

20

11

10

20

12

01

20

12

04

20

12

07

20

12

10

20

13

01

20

13

04

20

13

07

20

13

10

20

14

01

20

14

04

20

14

07

20

14

10

20

15

01

20

15

04

20

15

07

20

15

10

20

16

01

20

16

04

20

16

07

20

16

10

20

17

01

20

17

04

20

17

07

20

17

10

20

18

01

20

18

04

20

18

07

20

18

10

20

19

01

20

19

04

20

19

07

20

19

10

20

20

01

20

20

04

Prepayments: Total

CPR

136 Ashurst360685012.27

4. 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 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 — Category 5: Structural and other credit risks — Limited resources of the Issuer".

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CREDIT AND COLLECTION POLICY

The following is a description of the Credit and Collection Policy. The text is attached as Appendix D 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 Credit and Collection Policy and elsewhere in the Offering Circular, the definitions and expressions in the Credit and Collection Policy will prevail.

Under the Servicing Agreement, the Purchased Receivables are to be administered together with all other financing receivables of Toyota Kreditbank GmbH according to Toyota Kreditbank GmbH's normal business procedures. The Obligors will not be notified of the fact that the Purchased Receivable(s) arising under their respective Underlying Agreement(s) has/have been assigned to the Issuer, except under special circumstances.

The normal business procedures of Toyota Kreditbank GmbH relevant for the Underlying Agreements currently include the following:

Introduction – Credit and Collection Policy in General

The credit manual defines the overall effected objectives regarding the pursue of credit business as well as the management of the counterparty- and credit risk for Toyota Kreditbank GmbH. The credit manual also includes a detailed description of strategies and internal control procedures related to the risk management. Detailed requirements regarding the implementation of the policy are included within the guidelines of Toyota Kreditbank GmbH.

Credit Underwriting Process

Toyota Kreditbank GmbH conducts wholesale and retail business.

As the intensity regarding the handling of such credits fundamentally depends on the credit risk, the overall portfolio was separated into a corporate portfolio and a retail portfolio. The corporate portfolio includes not only dealers but also the major customers, i.e. customers with an engagement or a limit of larger than EUR 250,000 and independent from the engagement or limit, all forklift dealers or affiliated companies in conjunction with car dealers (e.g. car rental agencies). Consequently, the retail portfolio was defined as retail credit business with an engagement below EUR 250,000 per Obligor.

The credit decisions within the retail area, will be done within the Operations Retail/Purchase Section.

The process regarding granting of credits is covering all necessary steps from the allocation of funds to fulfilment of the underlying contract.

For credit decisions within the retail business, it has to be ensured that any approval of an application regarding the conclusion of a credit agreement depends on checking of static customer data, the execution of an application score and a budget accounting (for private customers and sole traders). Based on the budget account, it will be checked whether the customer is, considering his running costs resp. external/internal liabilities, generally in the position to pay the agreed instalment out of his income.

Since the end of the calendar year 2006, a certain part of the credit decisions have been conducted directly via an automated "credit-decision-backing-system".

The granting of credits within the retail business is based on standardised contracts, provided by the legal department.

Scoring Process

Within the Operations Retail/Purchase Section, credit decisions will be backed by scorecards. There are different scorecards for (i) private customers financing a new Toyota or Lexus car (as the case may be), and (ii) private customers financing a used Toyota or Lexus car (as the case may be). For commercial customers, a separate scorecard exists for (a) sole traders (Einzelkaufleute) and (b) companies, which are classified as retail customers with an engagement below EUR 250,000, regardless whether the relevant contract relates to a new or a used car. The scorecard for companies takes into account, inter alia, experience gained with customer in the past and an external industrial sector rating.

138 Ashurst360685012.27

Another scorecard was developed for customers which would like to finance a Daihatsu car.

In the scope of the application scorings, the borrowers will be grouped within four rating classes. The risk classification of the scorecards is based on the risk evaluation of a customer defaulting within 21 months after granting of the credit. The prediction quality of the scorecards will be monitored under usage of automated tools and statistical scale procedures and adjusted in case of need.

Incoming credit applications will be checked within the Operations Retail/Purchase Section to evaluate if the applied conditions are correct.

Firstly, the customer's data within the EDP is checked for completeness, plausibility and correctness (if possible). If a negative Schufa characteristic is registered, the credit application has to be refused. Exceptional cases by evidence are negative characteristics by telephone companies, which may be ignored.

Each final credit decision will be communicated to the dealer via fax.

Servicing and Collection Procedures

The following description outlines the general principles applied with respect to the servicing and collection procedures:

There are generally two due dates: the 1st and the 15th of each month.

Based on the relevant due dates, there are two dunning runs per month. The dates will be fixed monthly from the Operations Arrears Management Section and will be about ten days after the due dates (deviation due to weekend and public holiday). Furthermore, the information regarding the determination of the fixed dates for the dunning runs is given to the EDP on a monthly basis.

The before mentioned due dates (generally, the 1st and 15th of each month) are the basis for the automated dunning system.

In case of succeeding arrears from dunning level one up to notice of termination, the dunning levels are predetermined. There are other means of active dunning handling carried out (e.g. telephone collections, payment agreements, postponement of payments, dunning blocks) which are processed during/in parallel to the automated dunning system.

This kind of dunning handling under consideration of the existing possibilities of Toyota Kreditbank GmbH was designed to help customers with financial problems and to return the loan into a non-dunning status. Customers who are unable to pay and where a return of the contract into a non-dunning status is not achievable, will be reminded and such contracts will be terminated automatically according to the existing guidelines. The security collateral will be realised (verwertet) by way of sale in order to reduce the credit risk and the loss.

When the costumer contacts Arrears Management Section after the 2nd and 3rd dunning level Toyota Kreditbank GmbH has the objective to get an agreement with the customer to settle the arrears. If it is not possible to contact the customer via phone, Arrears Management tries to contact the customer via his employer or - if there is a guarantor - the guarantor will be contacted.

If the customer is not accessible, an additional contact will be carried out at the next day. After a maximum of two attempts, it has to be decided whether the field staff will be instructed (based on the job instructions in place) or if the loan is reminded through all dunning levels.

Even within the 3rd dunning level, the customer will be contacted by phone shortly before the termination of the contract, and it will be indicated clearly that this is his last chance to settle the arrears.

Every contract included in the automated dunning system has a specific dunning status which shows the current dunning level of the contract.

If a customer does not pay his monthly instalments, the contract will be terminated automatically via the dunning system generally after around 100 days from the due date of the first unpaid instalment in case

139 Ashurst360685012.27

of succeeding non-payment. The notice of termination will be sent to the borrower. The guarantor will be informed about the termination of the contract.

The notice of termination from Toyota Kreditbank GmbH contains a detailed schedule of the claims towards the customer as per the termination date.

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REVIEW OF THE AUTOMOBILE MARKET

The European automobile market grew by 0.7 per cent. in the calendar year 2019. The German car market grew at an above-average rate of 5 per cent. in the calendar year 2019.

With worldwide sales of 10.74 million vehicles in the calendar year 2019, Toyota exceeded the ten-million threshold for the number of vehicles sold in a single calendar year for the sixth year in succession, marginally beating the previous year's figure.

New registrations of Toyota brand vehicles in Europe (including Russia) increased 5.2 per cent. year-on-year.

Toyota's strategy of continuously reducing fleet emissions and maintaining its technological lead by developing environmental-friendly drivetrain systems continues to be driven by the Mirai (the first-ever high-volume-built fuel cell vehicle) and the Prius Plug-In. In the meantime, a hybrid vehicle is offered in each segment of Toyota's model range. In addition, all Lexus models are also available as hybrid vehicles or indeed, only in the hybrid version. The number of hybrid vehicles sold worldwide during the calendar year 2019 totaled 1,923,808 million units, 17.8 per cent. or 290.611 units more than one year earlier.

Sales of hybrid vehicles as a proportion of all Toyota and Lexus vehicles sold increased again overall in 2019, rising to 52 per cent. in Europe (2018: 43 per cent.) and 56 per cent. in Germany (2018: 55 per cent.). This is the third time in succession that the 50 per cent. hybrid share of new registrations has been reached in Germany.

The European passenger car market started calendar year 2020 on a weak note. The corona crisis subsequently contributed to a further decline in car sales during the first quarter. From today's perspective, the market is therefore expected to contract significantly compared to the previous year. Year-on-year decreases in registrations of Toyota and Lexus brand vehicles are also predicted in various markets. Due to the current coronavirus crisis, however, the extent of the downturn cannot be accurately assessed at the present time.

By focusing systematically on retail customer business, swiftly returning to business after the lockdown phase of the corona crisis and providing comprehensive support to dealerships amidst difficult conditions, growth in the current year is still expected, albeit at a lower rate than one year earlier.

Taking into account the predicted decline in new car sales due to the corona pandemic, an unchanged penetration rate, and despite a slight increase in the volume of used vehicle financing, the number of new retail contracts are expected to fall slightly in the financial year 2020/2021.

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THE ISSUER

1. General

Koromo S.A., a public limited liability company (société anonyme), was incorporated as a special purpose vehicle for the purpose, amongst others, of issuing asset backed securities under the laws of the Grand Duchy of Luxembourg on 11 June 2010, for an unlimited period and with registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg (telephone: +352 2602 491) (the "Company"). The Company is registered with the Luxembourg Register Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) under registered number B153725.

The Company has expressly elected in its articles of association to be governed by the Luxembourg Securitisation Law.

The legal entity identifier (LEI) of the Issuer is 5493008NC2QJNQ7O6Q18.

The Company is acting on behalf and for the account of its Compartment 3 (the "Issuer").

The Compartment 3 has been created by the board of directors of the Company on 10 June 2020.

2. Corporate purpose of the Company

Koromo S.A. shall have as its business purpose the securitisation (within the meaning of the Luxembourg Securitisation Law which shall apply to the Issuer) of receivables (the "Permitted Assets"). The Company may enter into any agreement and perform any action necessary or useful for the purposes of securitising Permitted Assets, provided that it is consistent with the Luxembourg Securitisation Law and its articles of association.

3. Compartments

The board of directors of the Company may in accordance with the terms of (i) article 7 of its articles of association and (ii) the Luxembourg Securitisation Law, in particular its article 5, create one or more Compartments within the Company. 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 Company. The resolution of the board of directors creating one or more Compartments within the Company. 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 Company, each Compartment of the Company shall be treated as a separate entity. Rights of shareholders and creditors of the Company 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 Company whose rights are designated as relating to a specific Compartment of the Company shall (subject to mandatory law) have no rights to the assets of any other Compartment.

Unless otherwise provided for in the resolution of the board of directors of the Company creating such Compartment, no resolution of the board of directors of the Company 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 relate to such Compartment. Any decision of the board of directors taken in breach of this provision shall be void.

Fees, costs, expenses and other liabilities incurred on behalf of the Company as a whole shall be general liabilities of the Company and shall not be payable out of the assets of any compartment. If the aforementioned fees, costs, expenses and other liabilities cannot be otherwise funded, they shall be apportioned pro rata among the Compartments of the Company upon a decision of the board of directors.

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4. Business activity

The Company 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 Closing Date with respect to the securitisation transaction contemplated herein. However, the Company has, with respect to its Compartment 1 and its Compartment 2, entered into other two securitisation transactions.

In respect of Compartment 3, the Issuer's principal activities will be the issue of the Notes, the granting of Security Assets, the entering into the Notes Purchase Agreement and the borrowing of the Subordinated Loan and the entering into all other Transaction Documents to which it is a party and the establishment of the Transaction Accounts and the exercise of related rights and powers and other activities reasonably incidental thereto.

The Company has not been established in view of the issuance of securities (valeurs mobilières) to the public on a continuous basis within the meaning of article 19 of the Luxembourg Securitisation Law.

5. Corporate administration and management

The current directors of the Company as appointed in the shareholder meeting following the incorporation of the Company are as follows:

Director Business address Principal activities outside the Issuer Ms. Zamyra H. Cammans 22-24 Boulevard

Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg

Professional in the domiciliation business

Ms. Meenakshi Mussai-Ramassur

22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg

Professional in the domiciliation business

Mr Geraldo Pinto da Silva Santos

22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg

Professional in the domiciliation business

6. Capital and shares, shareholders

The subscribed capital of the Company is set at EUR 33,000 divided into 33 shares fully paid up, registered shares with a par value of EUR 1,000 each.

The shareholders of the Company are Koromo Stichting 1, Koromo Stichting 2 and Koromo Stichting 3.

Koromo Stichting 1 is a foundation duly incorporated and validly existing under the laws of The Netherlands with its registered office at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands, The Netherlands. Koromo Stichting 1 is registered with the trade register of the Chamber of Commerce in Amsterdam under number 50016792.

Koromo Stichting 2 is a foundation duly incorporated and validly existing under the laws of The Netherlands with its registered office at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands, The Netherlands. Koromo Stichting 2 is registered with the trade register of the Chamber of Commerce in Amsterdam under number 50007645.

Koromo Stichting 3 is a foundation duly incorporated and validly existing under the laws of The Netherlands with its registered office at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands, The Netherlands. Koromo Stichting 3 is registered with the trade register of the Chamber of Commerce in Amsterdam under number 50016946.

7. Capitalisation

The subscribed share capital of the Company as at the date of this Offering Circular is as follows:

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Share Capital

Issued and fully paid up: EUR 33,000

8. Indebtedness

The Issuer has no material indebtedness, contingent liabilities and/or guarantees as at the date of this Offering Circular, other than that which the Issuer has incurred or shall incur in relation to Compartment 3 and the transactions contemplated in this Offering Circular.

9. Holding Structure

(a) Koromo Stichting 1 11 shares (b) Koromo Stichting 2 11 shares (c) Koromo Stichting 3 11 shares

________ Total 33 shares

10. Subsidiaries

The Company has no subsidiaries or Affiliates.

11. Name of the Issuer's financial auditors

KPMG Luxembourg S.à r.l. 39, avenue John F. Kennedy L-1855 Luxembourg

KPMG Luxembourg 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 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 board of directors must elect from among its members a chairman.

The board of directors convenes upon call by the chairman, as often as the interest of the Issuer 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 Issuer.

The board of directors can create one or several separate compartments, in accordance with article 5 of the articles of association.

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13. Financial statements

Audited financial statements will be published by Koromo S.A. on an annual basis.

The accounting year of Koromo S.A. extends from 1 April to 31 March of each year. The first business year began on 11 June 2010 and ended on 31 March 2011, so that the first annual general meeting of the shareholders was held in 2011.

KPMG Luxembourg S.à.r.l., as the auditor of Koromo S.A., audited the annual accounts of Koromo S.A. displayed hereunder for the period from 1 April 2017 to 31 March 2018 and for the period from 1 April 2017 to 31 March 2019. In the opinion of KPMG Luxembourg S.à.r.l., the below financial statements gave, in conformity with Luxembourg legal and regulatory requirements, a true and fair report of the financial position of Koromo S.A. as at (i) 31 March 2018 of the result of its operations from 1 April 2017 to 31 March 2018 (ii) 31 March 2019 of the result of its operations from 1 April 2018 to 31 March 2019.

The audited financial statements for the business years 2018 and 2019 are incorporated by reference as set out in "Incorporation by Reference". Copies of the full financial statements for the business years 2018 and 2019 are available as set out in "General Information - Availability of documents - item 11.2 (Other documents)".

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14. Legal and arbitration proceedings

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months preceding the date of this Offering Circular which may have or have had in the recent past, significant effects on the financial position or profitability of the Issuer.

15. Material adverse change

There has been no material adverse change in the financial position or prospects of the Issuer as of the date of its last published audited financial statements 31 March 2019.

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THE SELLER, THE SERVICER AND THE SUBORDINATED LENDER

Toyota Kreditbank GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany acts as Seller, Servicer and Subordinated Lender under the Transaction.

Toyota Kreditbank GmbH, in its capacity as a manufacturer-related financing company, offers financial services aimed at supporting car sales. A wide range of financing products is available to private and commercial customers on the one hand and to Toyota and Lexus dealers on the other.

Toyota Kreditbank GmbH is wholly owned by its immediate parent company, Toyota Financial Services Corporation, which is based in Japan. The ultimate parent company is the Japanese car manufacturer, Toyota Motor Corporation, which, in turns, owns 100 per cent. of the shares of Toyota Financial Services Corporation.

Toyota Kreditbank GmbH is a classic "captive bank", whose principal activity is the financing of Toyota and Lexus brand vehicles manufactured by the Toyota Group.

The range of financing products on offer in Germany comprises traditional loan contract and final instalment financing arrangements for new and used cars. Toyota Kreditbank GmbH provides financing to Toyota and Lexus dealerships for new, showroom and used cars. In addition, the bank provides investment loans for the purchase or modernization of company real estate and working capital loans.

Toyota Kreditbank GmbH also purchases non-recourse leasing receivables arising from leasing contracts of Toyota Leasing GmbH. As well as servicing the German market, financial products are also provided in other European countries where Toyota Kreditbank GmbH has branches, namely France, Sweden, Norway, Spain, Portugal and Austria.

The delivery of this Offering Circular does not imply that there has been no change in the affairs of the Seller, the Servicer and the Subordinated Lender since the date hereof, or that the information contained or referred to in this section is correct at any time subsequent to its date.

The information in the preceding paragraphs has been provided by Toyota Kreditbank GmbH for use in this Offering Circular and Toyota Kreditbank GmbH is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, Toyota Kreditbank GmbH, in its capacity as Seller, Servicer and Subordinated Lender 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 about the Seller, the Servicer and the Subordinated Lender has been accurately reproduced. The Issuer is able to ascertain from such information published by the Seller, the Servicer and the Subordinated Lender that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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THE TRUSTEE

Circumference FS (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under registration number 34280199 and having its registered office at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands has been appointed to act as Trustee under the Transaction.

Circumference FS (Netherlands) B.V. has been incorporated on 6 December 2007 under the name Wilmington Trust SP Services (Amsterdam) B.V. On 12 January 2017 it has been acquired by the Circumference Group and consequently changed its name to Circumference FS (Netherlands) B.V..

Circumference FS (Netherlands) B.V. as Trustee belongs to the same group of companies as Circumference FS (UK) Limited in its capacity as Data Trustee and Circumference FS (Luxembourg) S.A. as Corporate Administrator. Circumference FS (Netherlands) B.V., Circumference FS (UK) Limited and Circumference FS (Luxembourg) S.A. are affiliated entities within the Circumference group.

This description of the Trustee does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents.

The delivery of this Offering Circular does not imply that there has been no change in the affairs of the Trustee since the date hereof, or that the information contained or referred to in this section is correct at any time subsequent to its date.

The information in the preceding paragraphs has been provided by Circumference FS (Netherlands) B.V. for use in this Offering Circular and Circumference FS (Netherlands) B.V. is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, Circumference FS (Netherlands) B.V., 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 about the Trustee has been accurately reproduced. The Issuer is able to ascertain from such information published by the Trustee that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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THE DATA TRUSTEE

Circumference FS (UK) Limited, a private limited company incorporated under the laws of England and Wales, registered with the Companies House under registration number 11486799 and having its registered office at 14 Devonshire Square, EC2M 4YT London, United Kingdom has been appointed to act as Data Trustee under the Transaction.

Circumference FS (UK) Limited has been incorporated on the 27 July 2018 under the laws of United Kingdom and as Data Trustee belongs to the same group of companies as Circumference FS (Netherlands) B.V. in its capacity as Trustee and Circumference FS (Luxembourg) S.A. as Corporate Administrator. Circumference FS (Netherlands) B.V., Circumference FS (UK) Limited and Circumference FS (Luxembourg) S.A. are affiliated entities within the Circumference group.

This description of the Data Trustee does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents.

The delivery of this Offering Circular does not imply that there has been no change in the affairs of the Data Trustee since the date hereof, or that the information contained or referred to in this section is correct at any time subsequent to its date.

The information in the preceding paragraphs has been provided by Circumference FS (UK) Limited for use in this Offering Circular and Circumference FS (UK) Limited is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, Circumference FS (UK) Limited, in its capacity as Data 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 about the Data Trustee has been accurately reproduced. The Issuer is able to ascertain from such information published by the Data Trustee that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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THE ACCOUNT BANK

BNP Paribas Securities Services S.C.A., Frankfurt Branch, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552.108.011, having its registered office at 3 rue d'Antin, 75002 Paris, Republic of France, acting through its Frankfurt branch (Zweigniederlassung Frankfurt), having its offices at Europa-Allee 12, 60327 Frankfurt am Main, Federal Republic of Germany and being registered with the commercial register of Frankfurt under registration HRB 50955 has been appointed as Account Bank under the Transaction.

BNP Paribas Securities Services S.C.A., a wholly-owned subsidiary of the BNP Paribas group, is a leading global custodian and securities services provider backed by the strength of a universal bank. It provides integrated solutions to all participants in the investment cycle including the buy-side, sell-side, corporates and issuers.

Covering over 100 markets, with its own offices in 34 countries, the BNP Paribas network is one of the most extensive in the industry. It brings together local insight and a global network to enable clients to maximise their market and investment opportunities worldwide.

Key figures as of 31 December 2013: USD 8,055 billion assets under custody, USD 1,442 billion assets under administration, 7,067 administered funds and 8,225 employees.

BNP Paribas Securities Services S.C.A., Frankfurt Branch as Account Bank belongs to the same group of companies as BNP Paribas Securities Services S.C.A., Luxembourg Branch in its capacity as Cash Administrator and Paying Agent. BNP Paribas Securities Services S.C.A., Luxembourg Branch and BNP Paribas Securities Services S.C.A., Frankfurt Branch are affiliated entities within the BNP Paribas group.

This description of the Account Bank does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents.

The delivery of this Offering Circular does not imply that there has been no change in the affairs of the Account Bank since the date hereof, or that the information contained or referred to in this section is correct at any time subsequent to its date.

The information in the preceding paragraphs has been provided by BNP Paribas Securities Services S.C.A., Frankfurt Branch for use in this Offering Circular and BNP Paribas Securities Services S.C.A., Frankfurt Branch is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, BNP Paribas Securities Services S.C.A., Frankfurt Branch in its capacity as Account Bank 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 about the Account Bank has been accurately reproduced. The Issuer is able to ascertain from such information published by the Account Bank that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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THE CASH ADMINISTRATOR AND THE PAYING AGENT

BNP Paribas Securities Services S.C.A., Luxembourg Branch, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552 108 011 and having its registered office is at 3, rue d'Antin – 75002 Paris, Republic of France, acting through its Luxembourg Branch, registered with the with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B86862 and having its registered offices at 60 Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, having as postal address L-2085 Luxembourg, Grand Duchy of Luxembourg has been appointed to act as Cash Administrator and Paying Agent under the Transaction.

BNP Paribas Securities Services S.C.A., a wholly-owned subsidiary of the BNP Paribas group, is a leading global custodian and securities services provider backed by the strength of a universal bank. It provides integrated solutions to all participants in the investment cycle including the buy-side, sell-side, corporates and issuers.

Covering over 100 markets, with its own offices in 34 countries, the BNP Paribas network is one of the most extensive in the industry. It brings together local insight and a global network to enable clients to maximise their market and investment opportunities worldwide.

Key figures as of 31 December 2013: USD 8,055 billion assets under custody, USD 1,442 billion assets under administration, 7,067 administered funds and 8,225 employees.

BNP Paribas Securities Services S.C.A., Luxembourg Branch as Cash Administrator and Paying Agent belongs to the same group of companies as BNP Paribas Securities Services S.C.A., Frankfurt Branch in its capacity as Account Bank. BNP Paribas Securities Services S.C.A., Luxembourg Branch and BNP Paribas Securities Services S.C.A., Frankfurt Branch are affiliated entities within the BNP Paribas group.

This description of the Cash Administrator and the Paying Agent does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents.

The delivery of this Offering Circular does not imply that there has been no change in the affairs of the Cash Administrator and the Paying Agent since the date hereof, or that the information contained or referred to in this section is correct at any time subsequent to its date.

The information in the preceding paragraphs has been provided by BNP Paribas Securities Services, Luxembourg Branch for use in this Offering Circular and BNP Paribas Securities Services, Luxembourg Branch is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, BNP Paribas Securities Services, Luxembourg Branch, in its capacity as Cash Administrator and Paying Agent 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 about the Cash Administrator and Paying Agent has been accurately reproduced. The Issuer is able to ascertain from such information published by the Cash Administrator and Paying Agent that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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THE CORPORATE ADMINISTRATOR

Circumference FS (Luxembourg) S.A., a public limited liability company (société anonyme) incorporated with limited liability under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies register (Registre de Commerce et des Sociétés) under registration number B 58628 and having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg has been appointed to act as Corporate Administrator under the Transaction.

Circumference FS (Luxembourg) S.A. has been incorporated on 19 March 1997 as Amaco (Luxembourg) S.A., changed its name and continued to exist as of 9 July 2007 under the name Wilmington Trust SP Services (Luxembourg) S.A. In January 2017 the name has been changed into Circumference FS Luxembourg S.A.. Circumference FS is independently owned and operated. Circumference FS assiduously adopts effective governance and equitable dealing in all our relationships and all situations, insightfully and proactively adapts in rapidly changing environments.

Circumference FS (Luxembourg) S.A. as Corporate Administrator belongs to the same group of companies as Circumference FS (Netherlands) B.V. in its capacity as Trustee and Circumference FS (UK) Limited as Data Trustee. Circumference FS (Netherlands) B.V., Circumference FS (UK) Limited and Circumference FS (Luxembourg) S.A. are affiliated entities within the Circumference group.

This description of the Corporate Administrator does not purport to be a summary of, and is therefore subject to, and qualified in its entirety by reference to, the detailed provisions of the Transaction Documents.

The delivery of this Offering Circular does not imply that there has been no change in the affairs of the Corporate Administrator since the date hereof, or that the information contained or referred to in this section is correct at any time subsequent to its date.

The information in the preceding paragraphs has been provided by Circumference FS (Luxembourg) S.A. for use in this Offering Circular and Circumference FS (Luxembourg) S.A. is solely responsible for the accuracy of the preceding paragraphs. Except for the foregoing paragraphs, Circumference FS (Luxembourg) S.A., in its capacity as Corporate Administrator 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 about the Corporate Administrator has been accurately reproduced. The Issuer is able to ascertain from such information published by the Corporate Administrator that no facts have been omitted which would render the reproduced information inaccurate or misleading.

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RATING OF THE NOTES

The Class A Compartment 3 Notes are expected to be rated "AAA (sf)" by DBRS and "AAA (sf)" by S&P. The Class B Compartment 3 Notes will not be rated.

It is a condition of the issue of the Notes that the Notes receive the above indicated ratings.

The rating of "AAA (sf)" is the highest rating that DBRS assigns to long term debt. The rating of "AAA (sf)" is the highest rating that S&P assigns to long term debt.

The Rating Agencies' rating reflects only the view of that Rating Agency. The rating of the Rating Agencies takes into consideration the characteristics of the Portfolio and the current structural, legal, tax and Issuer-related aspects associated with the Class A Compartment 3 Notes. However, the ratings assigned to the Class A Compartment 3 Notes do not represent any assessment of the likelihood of principal prepayments. The ratings do not address the possibility that the Class A Compartment 3 Notes might suffer a lower than expected yield due to prepayments.

Any Rating Agency may lower its ratings assigned to the Class A Compartment 3 Notes or withdraw its rating if, in the sole judgement of such Rating Agency, inter alia, the credit quality of the Class A Compartment 3 Notes has declined or is in question. If any rating assigned to the Class A Compartment 3 Notes is lowered or withdrawn, the market value of the Class A Compartment 3 Notes may be reduced.

A security 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. If the ratings initially assigned to any Class A Compartment 3 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 with respect to such Class A Compartment 3 Notes.

The Issuer has not requested a rating of the Class A Compartment 3 Notes by any rating agency other than the rating of the Class A Compartment 3 Notes by the Rating Agencies; there can be no assurance, however, as to whether any other rating agency will rate the Class A Compartment 3 Notes and/or the Class B Compartment 3 Notes or, if it does, what rating would be assigned by such other rating agency. The rating assigned to the Class A Compartment 3 Notes and/or the Class B Compartment 3 Notes by such other rating agency could be lower than the respective ratings assigned by the Rating Agencies.

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TAXATION

The 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 Notes. Prospective investors are advised to consult their own professional advisers on the implications of subscribing for, buying, holding, selling, redeeming or disposing of Notes and the receipt of interest and distributions with respect to such 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.

1. Taxation in the Federal Republic of Germany

Taxation in Germany

Resident Noteholders

Notes are held as Private Assets

If an individual investor has his or her residence or habitual abode in Germany and holds the Notes as private assets (Privatvermögen), payments of interest on the Notes are taxed as private investment income (Einkünfte aus Kapitalvermögen). The gross amount of the interest payment is subject to a flat rate tax at a 25 per cent. (Abgeltungssteuer), plus a 5.5 per cent. solidarity surcharge thereon and, if applicable to the individual investor, church tax.

Capital gains from the disposal or redemption of the Notes held as private assets also qualify as private investment income and are also subject to a flat rate tax at a 25 per cent., plus solidarity surcharge thereon and, if applicable, church tax. The capital gain is generally determined as the difference between the proceeds received by the investor from the disposal or redemption of the Notes and the acquisition costs, less any expenses that are directly related to the disposal or redemption of the shares. If the Notes are denominated in a currency other than Euro, the acquisition costs and the proceeds from the disposal or redemption have to be converted into Euro, at the time of the acquisition or at the time of disposal or redemption, as the case may be. Capital losses generated from the disposal or redemption of Notes held as private assets can - within certain limitations - be deducted from other private investment income. Capital losses that are not offset against private investment income the year in which the capital losses arose may be carried forward into subsequent years but may not be carried back into preceding years.

The private investment income of an individual investor is reduced by an annual lump sum deduction amount (Sparer-Pauschbetrag) of up to EUR 801 for single taxpayers and EUR 1,602 for married taxpayers and for partners in accordance with the registered partnership law (Gesetz über die Eingetragene Lebenspartnerschaft) filing jointly. In turn, expenses actually incurred in connection with private investment income are not tax deductible.

The flat tax is generally levied by way of withholding (see succeeding paragraph – German withholding tax), and the tax liability of the individual investor with respect to the private investment income derived from the Notes is generally deemed discharged by withholding and paying the flat tax. If, however, no or not sufficient tax was withheld, the investor will have to include the income derived from the Notes in his or her personal income tax return and the flat tax will then be levied by way of tax assessment. Individual investors may opt for subjecting their entire private investment income, including interest income and capital gains from the disposal or redemption of the Notes, to tax at their personal income tax rate instead of the flat rate tax, if this results in a lower tax liability. In such cases, income-related expenses other than the lump sum deduction amount cannot be deducted, either.

If non-German taxes are withheld on interest payments to German resident investors, the German resident investor should generally be entitled to a credit of the taxes withheld against their German income tax liability or - alternatively - to a refund of the foreign taxes abroad. The Issuer will not be required, however, to pay any additional amounts on top of the interest to compensate the Noteholder for any taxes withheld.

In their agreement dated 12 March 2018 (Koalitionsvertrag), the political parties forming the Federal Government have announced to repeal the flat income tax rate regime (Abgeltungssteuer) for interest

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income. As a consequence ordinary tax rates would apply to the relevant items of income which would result in higher tax charges for German investors holding the Notes as private assets.

Notes are held as Business Assets

If a German resident investor holds the Notes as business assets (Betriebsvermögen), the interest income and capital gains from the disposal or redemption of the Notes is either subject to personal income tax at progressive rates going up to 45 per cent. plus solidarity surcharge and church tax, if applicable, thereon (in case of an individual investor) or to corporate income tax at a rate of 15 per cent. plus solidarity surcharge thereon (in case of a corporate investor). Business expenses related to the Notes are tax deductible. Any income derived from the Notes will have to be included in the investor's personal income tax or corporate income tax return, and any German withholding tax (including surcharges) will generally be fully credited against the investor's personal or corporate income tax liability or refunded, as the case may be. The income derived from the Notes is generally also subject to trade tax if the Notes are held by a corporate investor, or, in case of an individual investor, if the Notes form part of the business property of a German trade or business. The trade tax rate depends on the applicable trade tax multiplier of the relevant municipality, where the business is located. In case of individual investors, the trade tax may in part or in total be credited against the investor's personal income tax liability.

German Withholding Tax

If the Noteholder keeps the Notes in a custodial account at a German credit or financial services institution (inländisches Kredit- oder Finanzdienstleistungsinstitut), including German branches of foreign credit and financial services institutions, a German securities trading company (inländisches Wertpapierhandelsunternehmen) or a German securities trading bank (inländische Wertpapierhandelsbank) (the "Disbursing Agent") which keeps or administers the Notes and pays out or credits the interest, the Disbursing Agent withholds the flat tax on the income derived from the Notes, including solidarity surcharge thereon. Church tax will be withheld by the Disbursing Agent, unless the investor has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern). In such case, the individual investor has to include the private investment income in his or her tax return and will then be assessed to church tax.

The flat tax will be withheld from the gross amount of the interest payment and also applied to interest accrued through the date of the disposal of the Notes that is shown separately on the respective settlement statement (Stückzinsen). In case of capital gains from the disposal or redemption of Notes, withholding tax will be levied on the difference between the issue or acquisition price of the Notes and the proceeds from the redemption or sale of the Notes, less any directly related expenses, provided that the Noteholder has kept the Notes in a custodial account since the issuance or acquisition date respectively or, in case of a transfer from another custodial account, has evidenced the acquisition costs in the form required by law. Otherwise, withholding tax is generally levied on 30 per cent. of the proceeds from the redemption or disposal of the Notes.

No German withholding tax will be levied if an individual investor has filed a withholding tax exemption application (Freistellungsauftrag) with the Disbursing Agent, but only to the extent the private investment income does not exceed the exemption amount shown on the withholding tax exemption application. Currently, the overall exemption amount is EUR 801 for single taxpayers and EUR 1,602 for married taxpayers and for partners in accordance with the registered partnership law (Gesetz über die Eingetragene Lebenspartnerschaft) filing jointly. Similarly, no withholding tax will be levied if the relevant investor has submitted a certificate of non-assessment (Nichtveranlagungs-Bescheinigung) issued by the relevant local tax office to the Disbursing Agent.

If the Notes are not held in a custodial account with a Disbursing Agent at the time the interest is received or at the time of the relevant disposal or redemption of the Notes, no tax will be withheld but the Noteholder will have to include its income derived from the Notes in his or her tax return, and the tax will be levied by way of assessment, however, at the same rate as if the withholding would have occurred.

Furthermore, with respect to capital gains from the redemption or disposal of the Notes, no withholding tax will be levied if the Noteholder is a corporation subject to unlimited resident taxation in Germany and the Notes are held by a Disbursing Agent under the name of the respective company. The same is true if the Notes are held as a business asset of a German business and the Noteholder declares this on an official form vis-à-vis the Disbursing Agent. The flat rate withholding tax would not apply either if

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the Noteholder is a German financial institution, financial services institution or an investment management company.

Non-Resident Noteholders

Interest payments on the Notes as well as capital gains from the disposal or redemption of the Notes derived by an individual or corporate investor that is not tax resident in Germany are not subject to German income taxation, unless (i) the Notes form part of the business property of a permanent establishment, including a permanent representative, or a fixed place of business maintained in Germany by the Noteholder, or (ii) the income derived from the Notes otherwise constitutes German source income (such as e.g. income from the letting and leasing of certain German-situs property). If a non-resident investor is subject to tax in Germany with the income derived from the Notes, in principle, similar rules apply as explained in the preceding sub-section "Resident Noteholders".

Non-resident taxpayers are, in general, exempt from German withholding tax on investment income. However, where the interest is subject to German taxation as set forth in the preceding paragraph and the Notes are held in a custodial account with a Disbursing Agent, withholding tax is levied as explained above in the preceding sub-section "Resident Noteholders". Under certain circumstances, non-German investors may benefit from tax reductions or tax exemptions under applicable double tax treaties (Doppelbesteuerungsabkommen).

Gift and Inheritance Tax

The transfer of a Note to another person by way of gift or by reason of the death of the Noteholder is generally subject to German gift or inheritance tax if, in case of an inheritance, either the decedent or the beneficiary, or, in case of a gift, either the donor or the donee is, or is deemed to be, a resident of Germany under German tax law. If neither the Noteholder nor the beneficiary or the donee is resident, or deemed to be resident, in Germany at the time of the transfer, no German gift or inheritance tax should arise, unless the Notes were held by the decedent or donor as part of a trade or business for which a permanent establishment was maintained in Germany or for which a permanent representative in Germany had been appointed. Exceptions from these rules apply to certain German expatriates. Tax treaties concluded by Germany generally permit Germany to tax the transfer of a Note in this situation.

Other Taxes

No stamp, issue, registration or similar taxes or duties will be payable in Germany in connection with the issuance, delivery or execution of the Notes. The issuance and transfer of Notes should not trigger German VAT. However, under certain circumstances, entrepreneurs may waive the exemption from VAT with regard to transactions with the Notes. Currently, net wealth tax (Vermögenssteuer) is not levied in Germany.

Taxation of the Issuer

Income or Trade Tax

The Issuer will derive income from the Purchased Receivables. The income derived by the Issuer will generally only be subject to German income taxation if the Issuer has its place of effective management and control in Germany or maintains a permanent establishment, or appoints a permanent representative, for its business in Germany.

The Issuer has been advised that it is not tax resident in Germany and that it should not maintain a permanent establishment or permanent representative in Germany. Consequently, the Issuer should not be subject to German corporate income tax (Körperschaftsteuer) or German trade tax (Gewerbesteuer).

It can, however, not be excluded that the German tax authorities regard the Issuer as subject to German income taxation. In that case the tax base for German corporate income tax and German trade tax would be computed in accordance with the German tax laws including, in particular, (i) the German interest barrier (Zinschranke) rules and the (ii) the rules on the addition of certain expense items for trade tax purposes (gewerbesteuerliche Hinzurechnung). The application of these rules could lead to a significant taxable income of the Issuer in Germany if the Issuer is regarded as being subject to German taxation.

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Value Added Tax

The transfer of the Purchased Receivables should be exempt from German value added tax (Umsatzsteuer – "VAT"), and the Issuer should not have a secondary liability for VAT on the transactions underlying the receivables (as it can be expected that the Seller of the Purchased Receivables could not and has not opted to a VATable treatment of its financing services rendered to the Obligors and, therefore, no VAT liability and consequently also no secondary liability should arise). The collection activities by the Seller in its capacity as initial Servicer should be outside the scope or exempt from German value added tax (Umsatzsteuer). Even if the servicing by the Seller in its capacity as Servicer would be subjected to VAT, the person liable for such VAT would be the Seller rather than the Issuer. If one would take the view that the Issuer provides a guarantee to the Seller taking into account that the credit risk under the Purchased Receivables is transferred to the Issuer, such granting of a guarantee should also be VAT exempt unless the Issuer would opt for VAT with regard to such granting of a guarantee.

The above position that the transfer of the Purchased Receivables should be exempt from VAT reflects the view of the German Ministry of Finance as published within the German VAT Application Decree (Umsatzsteuer-Anwendungserlass) under section 2.4 (1) et seq. For a transfer of performing loans such position has not been subject to decisions of the German fiscal courts (which are not bound by the German VAT Application Decree). If one would not follow such position of the German Ministry of Finance and regard the sale of the Receivables to the Issuer as a "factoring service" of the Issuer, then such service would be subject to VAT and would not be VAT exempt. In such case the Issuer would be the person liable for VAT as being the supplier of services. The tax base for VAT would generally be calculated on the difference between the nominal value and the purchase price of the Receivables.

In case of a Servicer Termination Event, fees payable by the Issuer to a German substitute Servicer could be subject to VAT. However, the Servicer replacement during the transaction term should not change the VAT classification of the transaction retroactively. In the unlikely event that the tax authorities should disagree and could successfully challenge this position, they could subtract a part of the deduction from the purchase price to VAT as payment for a collection service rendered by the Issuer to the Seller. We have, however, not heard that in practice such a position has ever been taken by the tax authorities.

2. Luxembourg Taxation

Taxation of the Issuer

Registration Duty

A fixed duty of EUR 75 should be due upon incorporation and on any future capital increases.

Corporate Income Tax

The Issuer, incorporated as a corporate entity, should be subject to Luxembourg corporate taxes. The aggregate maximum applicable rate, including corporate income tax, municipal business tax and solidarity surcharge is 24.94 per cent. for 2020 for a company established in Luxembourg City. In accordance with the 2018-2023 government's new coalition arrangement, this combined rate was amended to improve the competitiveness of companies within the new finance law for 2019 with an effect as from 1 January 2019. The former rate in 2018 was 26.01 per cent.

The scope of such corporate taxation in principle extends to the Issuer's worldwide profits. The Issuer is a fully taxable Luxembourg resident and should therefore, from a Luxembourg tax perspective, be able to benefit from tax treaties and also be covered by the EC Parent and Subsidiary Directive (90/435/EC), EC Merger Directive (90/434/EEC) and EC Interest and Royalty Directive (2003/49/EC) as it is not tax exempt and does not have an option to be exempt from income tax but the exact application needs to be checked on a case by case basis.

The taxable income of the Issuer should be computed by application of the Luxembourg income tax law of 4 December 1967, as amended. According to the Securitisation Law, as a securitisation company (société de titrisation), the Issuer should benefit from a special provision stating that all its commitments to remunerate investors for issued bonds or shares and other creditors (e.g., dividends payable to its shareholders to be materialised in principle by a decision of its board of directors taken before year-end) should qualify as interest on debt. Accordingly, these commitments shall be considered as operating expenses for corporate tax purposes. The implementation of the provisions of the law dated 21 December

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2018 implementing the Council Directive (EU) 2016/1164 (the "Anti-Tax Avoidance Directive I" or "ATAD I") in Luxembourg and the implementation of the provisions of the Council Directive (EU) 2017/952 (the "Anti-Tax Avoidance Directive II" or "ATAD II") relating the Organisation for Economic Co-operation and Development's (OECD) base erosion and profit-shifting measures might potentially impact the Luxembourg tax regime regarding certain securitisation structures. Among other measures, the Anti-Tax Avoidance Directive I contains a limitation on interest deductibility of interest costs in excess of the higher of (a) EUR 3,000,000 or (b) 30 per cent. of an entity's earnings before interest, tax, depreciation and amortisation (EBITDA). However, the restriction on interest deductibility would only be in respect of the amount by which the borrowing costs exceed "interest revenues and other equivalent taxable revenues from financial assets". The Anti-Tax Avoidance Directive I was implemented in Luxembourg by a law dated 21 December 2018 (the "ATAD Luxembourg Law"). The ATAD Luxembourg Law entered into force on 1 January 2019 (for most of the dispositions) and is applicable to securitisations issuance which occurred on or after this date. However, according to Luxembourg ATAD Law, securitisation companies in the meaning of article 2(2) of the Securitisation Regulation are out of scope of the interest deduction limitation rules. As the Issuer falls within the scope of the Securitisation Regulation, the interest deduction limitation rules should not apply to the Issuer.

On 14 May 2020, the European Commission sent a formal notice to the Luxembourg authorities requesting the Grand Duchy of Luxembourg to correctly transpose the interest deduction limitation rules deriving from ATAD I, thereby challenging the scope of the exemption created pursuant to the ATAD Luxembourg Law. The European Commission considers that securitisation special purpose entities (SSPEs) in the sense of the Securitisation Regulation do not qualify as exempted "financial undertakings" in the sense of ATAD I and, accordingly, should not be excluded from the scope of application of the interest deduction limitation rules foreseen by the ATAD Luxembourg Law.

As at the date of this Offering Circular, it is not known how the Luxembourg authorities will react to the notice received by the European Commission. Should the ATAD Luxembourg Law be amended to exclude SSPEs from the scope of financial undertakings in the sense of ATAD I, the Issuer will become subject to the interest deduction limitation rule foreseen by the ATAD Luxembourg Law, thereby potentially affecting the tax position of the Issuer and the return on the Notes.

Net Wealth Tax

As a securitisation company within the meaning of the Securitisation Law, the Issuer should be exempt from the annual net wealth tax. Notwithstanding this exemption, the Issuer should be subject to the minimum net wealth tax of either (i) EUR 4,815 or (ii) ranging from EUR 535 to EUR 32,100, depending on the composition and the total amount of its balance sheet at financial year end preceding the net wealth tax reference date.

VAT

As a securitisation company, the Issuer should qualify as VAT taxable persons in Luxembourg. Due to their VAT taxable status, securitisation vehicles are under certain conditions required to register for VAT in Luxembourg and to file VAT returns.

Transfer Pricing ("TP")

A general transfer pricing regime entered into force in Luxembourg in 2015 which formalised the pre-existing transfer pricing principles and introduces an "arm's length" concept into Luxembourg law. The new provisions provided for adjustment of profits where transfer prices do not reflect the arm's length principle and clarified that the disclosure and documentation requirements for tax payers to support their tax return positions also apply with respect to transactions between associated enterprises. In the absence of proper transfer pricing documentation, the burden of proof may be reversed towards the tax payer.

On 12 October 2016, a bill was presented to the Luxembourg Parliament to introduce a new article 56bis to the Luxembourg tax code in order to incorporate the Organisation for Economic Co-operation and Development's ("OECD") Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations into Luxembourg tax law (the "OECD TP Guidelines") which have been substantially rewritten between 2013 and 2015 as part of the OECD's Action Plan on Base Erosion and Profit Shifting ("BEPS") and approved by the OECD Council on 23 May 2016. The Luxembourg bill was passed on 23 December 2016.

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The new provisions formally apply from 1 January 2017. The changes to the Luxembourg tax code further specify the arm's length principle in Luxembourg. Many of the key OECD TP Guidelines in their augmented, post BEPS form, will then be embedded in Luxembourg law, including the requirement for comparability analysis that looks at the functions, risk and contractual terms. The new rules also give stronger basis for the application substance over form principle in case contractual arrangements do not reflect economic reality.

Access to Double Tax Treaties

Because securitisation companies are fully taxable resident companies, they are expected to benefit from Luxembourg's tax treaty network and from the Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States but exact application needs to be checked on a case by case basis.

Taxation of the Investors in the Notes

Withholding Tax

Under the current laws of Luxembourg and except as provided for by the Luxembourg law of 23 December 2005 implementing a domestic savings withholding tax, respectively, there is no withholding tax on the payment of interest on, or reimbursement of principal of, the Notes.

According to the law of 23 December 2005, in case interest payments on the Notes are made or secured by a paying agent located in Luxembourg, such paying agent must withhold a tax at a rate of 20 per cent. if such payment is made to beneficial owner (bénéficiaires effectifs) who are individuals resident in Luxembourg.

This withholding tax represents the final tax liability for the Luxembourg individual resident taxpayers. For individual Luxembourg resident Noteholders, receiving the interest as income from their professional asset, the 20 per cent. Luxembourg withholding tax levied is credited against their final tax liability. They will not be liable for any Luxembourg income taxation on repayment of principal.

Taxes on Income, Capital Gains and Wealth

Non-Residents

A Non-Resident holder of Notes should not be subject to any Luxembourg taxes on income or capital gains in respect of any benefit derived or deemed to be derived from the Notes, including any payment under the Notes and any gain realised on the disposition of the Notes, provided that the holding of the Notes is not effectively connected to a permanent establishment in Luxembourg through which the holder carries on a business or trade in Luxembourg. Such Non-Resident holders of Notes should not be subject to any Luxembourg net wealth tax with regard to the Notes either.

Luxembourg Resident Individuals

Interest received by an individual resident in Luxembourg is, in principle, reportable and taxable at the progressive rate unless the interest has been subject to withholding tax (see above under "Withholding Tax") or to the self-applied tax, if applicable. Indeed, Luxembourg resident individuals, acting in the framework of their private wealth, can opt to self-declare and pay a 20 per cent. tax on interest payments made after 31 December 2007 by paying agents located in a Member State of the European Union other than Luxembourg or a Member State of the European Economic Area other than an EU Member State of the European Union. The withholding tax or self-applied tax should be the final tax liability for the Luxembourg individual resident taxpayers receiving the interest payment in the framework of their private wealth. Individual Luxembourg resident Noteholders receiving the interest as business income must include this interest in their taxable basis. If applicable, the 20 per cent. Luxembourg withholding tax levied will be credited against their final income tax liability.

Luxembourg resident individual Noteholders are not subject to taxation on capital gains upon the disposal of the Notes, unless the disposal of the Notes precedes the acquisition of the Notes or the Notes are disposed of within six months of the date of acquisition of these Notes. Upon redemption of the Notes, individual Luxembourg resident Noteholders must however include the portion of the redemption corresponding to accrued but unpaid interest in their taxable income.

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Luxembourg Resident Companies

Luxembourg resident companies (société de capitaux) Noteholders or foreign entities of the same type which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the Notes is connected, must include in their taxable income any interest (including accrued but unpaid interest) and the difference between the sale or redemption price (received or accrued) and the lower of the cost or book value of the Notes sold or redeemed.

Luxembourg Resident Companies benefiting from a Special Tax Regime

Luxembourg resident Noteholders which are companies benefiting from a special tax regime such as undertakings for collective investment subject to the law of 20 December 2002 or to the law of 13 February 2007 on specialised investment funds, as amended, or to the law of 17 December 2010 on undertakings for collective investment, as amended are tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg corporate income tax, municipal business tax and net wealth tax, other than the subscription tax calculated on their net asset value. This annual tax is paid quarterly on the basis of the total net assets as determined at the end of each quarter. Noteholders which are companies subject to the law of 11 May 2007 on the creation of a family wealth management company, as amended, are also not subject to income tax and are liable only for a subscription tax calculated on their (paid up) share capital (and share premium) at the rate of respectively 0.25 per cent.

Net Wealth Tax

Luxembourg net wealth tax should not be levied on a Noteholder, unless:

(a) such Noteholder is a fully taxable Luxembourg resident company; or

(b) the Notes are attributable to an enterprise or part thereof which is carried on in Luxembourg by a non-resident company through a permanent establishment or a permanent representative in Luxembourg of the Noteholder.

When a Noteholder is subject to net wealth tax, the rules on minimum net wealth tax should also be applicable. The minimum net wealth tax should also apply to certain corporate resident Noteholders benefitting from a special tax regime, and this notwithstanding the fact that these entities are exempt of net wealth tax.

Other Taxes

There should be no Luxembourg registration tax, stamp duty or any other similar tax or duty payable in Luxembourg by Noteholders as a consequence of the issue of the Notes, nor should any of these taxes be payable as a consequence of a subsequent transfer, redemption or exchange of the Notes, unless the documents relating to the Notes are voluntarily registered in Luxembourg.

There should be no Luxembourg value added tax payable in respect of payments in consideration for the issue of the Notes or in respect of the payment of interest or principal under the Notes or the transfer of the Notes. Luxembourg value added tax should, however, be payable in respect of fees charged for certain services rendered to the Issuer, if for Luxembourg value added tax purposes such services are rendered or are deemed to be rendered in Luxembourg and an exemption from Luxembourg value added tax does not apply with respect to such services. Under Luxembourg VAT law, fees for management services rendered to Luxembourg securitisation companies should be exempt from Luxembourg VAT.

Inheritance tax is levied in Luxembourg at progressive rates (depending on the value of the assets inherited and the degree of relationship). No Luxembourg inheritance tax should be due in respect of the Notes, unless the holder of Notes resides in Luxembourg at the time of his death. No Luxembourg gift tax should be due upon the donation of Notes, unless such donation is passed before a Luxembourg notary or recorded in a deed registered in Luxembourg.

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SUBSCRIPTION AND SALE

1. Purchase of the Notes

The Notes Purchaser, the Lead Manager, the Issuer and the Trustee are parties to the Notes Purchase Agreement pursuant to which all Notes to be issued on the Closing Date will be sold by the Issuer to Notes Purchaser, which may either hold the Notes or place them with investors.

In the Notes Purchase Agreement, the Issuer has made certain representations and warranties in respect of its legal and financial matters.

2. Selling Restrictions

General

All applicable laws and regulations must be observed in any jurisdiction in which Notes may be offered, sold or delivered. The Issuer has represented and agreed under the Notes Purchase Agreement that it will not offer, sell or deliver any of the Notes, directly or indirectly, or distribute this Offering Circular or any other offering material relating to the 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 to its best knowledge and belief impose any obligations on the Issuer except as set out in the Notes Purchase Agreement.

European Economic Area

In relation to each Member State of the European Economic Area and the UK (each a "Relevant State"), the Issuer has represented and agreed under the Notes Purchase Agreement that it has not made and will not make an offer of the Notes which are the subject of the offering contemplated by this Offering Circular to the public in that Relevant State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the Issuer; or

(c) in any other circumstances falling within article 1(4) of the Prospectus Regulation,

provided that no such offer of Notes shall require the Issuer or the Lead Manager to publish a prospectus pursuant to article 3 of the Prospectus Regulation, or supplement a prospectus pursuant to article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

Prohibition of Sales to EEA and UK Retail Investors

The Issuer has represented and agreed in the Notes Purchase Agreement that the Notes have not been offered or sold and will not be offered or sold, directly or indirectly, to retail investors in the European Economic Area or the United Kingdom and this Offering Circular or any other offering material relating to the Notes has not been distributed or caused to be distributed and will not be distributed or caused to be distributed to retail investors in the European Economic Area or the United Kingdom.

For the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the following:

(i) a retail client as defined in point (11) of article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended, restated or supplemented, "MiFID II"); or

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(ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MiFID II; or

(iii) not a qualified investor as defined in the Prospectus Regulation; and

(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.

United States of America and its Territories

(1) The 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, US persons except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The Issuer has represented and agreed under the Notes Purchase Agreement that it has not offered or sold the Notes, and will not offer or sell the Notes (i) as part of its distribution at any time or (ii) otherwise until 40 calendar days after the completion of the distribution of all Notes only in accordance with Rule 903 of Regulation S under the Securities Act. Neither the Issuer nor its respective Affiliates nor any persons acting on its or its Affiliates' behalf have engaged or will engage in any directed selling efforts with respect to the Notes, and each of them has complied and will comply with the offering restrictions requirements of Regulation S under the Securities Act. At or prior to confirmation of sale of Notes, the Issuer will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from them during the restricted period a confirmation or notice to substantially the following effect:

"The Securities covered hereby have not been registered under the US 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, US persons by any person referred to in Rule 903 (b)(2)(iii) (x) as part of their distribution at any time or (y) otherwise until forty (40) calendar days after the completion of the distribution of the Securities as determined and certified by the Issuer, except in either case in accordance with Regulation S under the Securities Act. 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, the Issuer has represented and agreed under the Notes Purchase Agreement that:

(a) except to the extent permitted under US Treas. Reg. section 1.163-5 (c)(2)(i)(D) (the "TEFRA D Rules" or any successor rules in substantially the same form as the TEFRA D Rules, as applicable, for purposes of Section 4701 of the US Internal Revenue Code), (i) it has not offered or sold, and during the restricted period will not offer or sell, directly or indirectly, 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 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 Notes in bearer form are aware that such 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 Notes for purposes of resale in connection with their original issuance and agrees that if it retains Notes in bearer form for its own account, it will only do so in accordance with the requirements of US Treas. Reg. section 1.63-5 (c)(2)(i)(D)(6); and

(d) with respect to each Affiliate that acquires from it Notes in bearer form for the purpose of offering or selling such Notes during the restricted period that it will either (i) repeat

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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 US Internal Revenue Code and regulations thereunder, including the TEFRA D Rules.

United Kingdom

The Issuer has represented and agreed under the Notes Purchase Agreement that:

(a) 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 United Kingdom Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Luxembourg

The Notes are not offered to the public in or from the Grand Duchy of Luxembourg and the Issuer has represented and agreed under the Notes Purchase Agreement that it will not offer the Notes or cause the offering of the Notes or contribute to the offering of the Notes to the public in or from the Grand Duchy Luxembourg, unless all the relevant legal and regulatory requirements concerning a public offer in or from the Grand Duchy of Luxembourg have been complied with or in circumstances which do not constitute an offer of securities to the public, subject to prospectus requirement, in accordance with the Luxembourg Law of 16 July 2019 on prospectuses for securities, as amended and the Prospectus Regulation.

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USE OF PROCEEDS

The aggregate net proceeds from the issue of the Class A Compartment 3 Notes (EUR 904,500,000) and the Class B Compartment 3 Notes (EUR 95,500,000) will amount to EUR 1,000,000,000. The proceeds will be used by the Issuer to finance the aggregate Purchase Price for the acquisition of certain Receivables from the Seller on the Closing Date for a Purchase Price of EUR 999,982,788.93. The difference between (i) the aggregate proceeds from the issue of the Class A Compartment 3 Notes and the Class B Compartment 3 Notes and (ii) the Purchase Price, in an amount of EUR 17,211.07, will remain on the Transaction Account of the Issuer and will be part of the Available Distribution Amount on the first Payment Date. The costs of the Issuer in connection with the issue of the Notes, including, without limitation, transaction structuring fees, costs and expenses payable on the Closing Date to the Lead Manager and to other parties in connection with the offer and sale of the Notes and certain other costs, and in connection with the admission of the Class A Compartment 3 Notes to trading on the professional segment of the regulated market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange, are paid separately by the Seller to the respective recipients.

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GENERAL INFORMATION

1. Subject of this Offering Circular

This Offering Circular relates to EUR 900,000,000 aggregate principal amount of the Class A Compartment Notes issued by Koromo S.A., acting on behalf and for the account of its Compartment 3, having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg.

2. Authorisation

The issue of the Notes was authorised by a resolution of the board of directors of the Issuer passed on 19 October 2020.

3. Legal entity identifier

The legal entity identifier (LEI) of the Issuer is 5493008NC2QJNQ7O6Q18.

4. Legal and arbitration proceedings

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months preceding the date of this Offering Circular which may have or have had in the recent past, significant effects on the financial position or profitability of the Issuer.

5. Material adverse change

There has been no material adverse change in the financial position or prospects of the Issuer as of the date of its last published audited financial statements (31 March 2019).

6. Payment information, notices for the Noteholders

For as long as the Class A Compartment 3 Notes are listed on the official list of the Luxembourg Stock Exchange, the Issuer will inform the Luxembourg Stock Exchange of the payments of Principal Amounts on each Class of Notes, in each case in the manner described in the Conditions.

All information to be given to the Noteholders pursuant to Condition 10 (Notifications) of the Notes, including monthly information on the development of the Portfolio as set out in Condition 10 (Notifications) of the Notes, will be available and may be obtained (free of charge) at the specified office of the Paying Agent.

Payments and transfers of the Notes will be settled through the Clearing System, as described herein. The Notes have been accepted for clearing by the Clearing System.

All notices regarding the Notes will either be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) or by delivery to the Clearing System for communication by them to the Noteholders.

7. Financial statements

No statutory or non-statutory financial statements in respect of any business year of Koromo S.A. have been prepared other than as referred to in this Offering Circular. Koromo S.A. does not and will not publish interim accounts. The business year in respect of Koromo S.A. is the calendar year.

8. Listing and trading

Application has been made for the Class A Compartment 3 Notes to be admitted to listing on the official list and to trading on the professional segment of the regulated market of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive (MiFID) 2014/65/EU. The Class B Compartment 3 Notes will not be listed.

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The estimate of the total expenses related to the admission to trading of the Class A Compartment 3 Notes amounts to EUR 11,600.

9. ICSDs

The Notes have been accepted for clearance through

Euroclear Banking SA/NV 1 Boulevard du Roi Albert II B-1210 Brussels Kingdom of Belgium

and

Clearstream Banking, S.A. 42 Avenue John F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg

10. Clearing codes

Class A Compartment 3 Notes

Class B Compartment 3 Notes

ISIN: XS2228370222 ISIN: XS2228370651

Common Code: 222837022 Common Code: 222837065

11. Availability of documents

11.1 Offering Circular

This Offering Circular (and all the documents incorporated by reference in this Offering Circular) will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

11.2 Other documents

(a) The following documents will be available for inspection on the following website Circumferencefs-Luxembourg.com for twelve months from the date of this Offering Circular:

(i) the constitutional documents of the Issuer; and

(ii) the future annual financial statements of the Issuer (interim financial statements will not be prepared).

(b) Upon listing of the Class A Compartment 3 Notes on the Luxembourg Stock Exchange and so long as the most senior Notes remain outstanding, copies of the constitutive documents of the Issuer may also be obtained free of charge during customary business hours at the specified offices of the Paying Agent and at the registered office of the Issuer and, as long as any Class A Compartment 3 Notes are listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange, at the specified offices of the Issuer. The following documents may also be inspected during business hours at the specified offices of the Paying Agent and of the Issuer:

(i) the articles of association of Koromo S.A.;

(ii) the resolutions of the board of directors of Koromo S.A. creating Compartment 3 and approving the issue of the Notes;

(iii) as soon as available, the annual financial statements of Koromo S.A. (interim financial statements will not be prepared);

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(iv) the Investor Reports;

(v) all notices given to the Noteholders pursuant to the Terms and Conditions; and

(vi) this Offering Circular and all Transaction Documents referred to in this Offering Circular.

12. Post issuance reporting

The Issuer intends to provide post-issuance transaction information regarding the Class A Compartment 3 Notes to be admitted to trading and the performance of the underlying assets.

The Investor Report shall include detailed summary statistics and information regarding the performance of the Portfolio as well as a glossary of the terms used in this Offering Circular.

The Servicer will provide the investors with a Transparency Report regarding the information as may be required in order to comply with the ongoing reporting obligations under article 7 of the Securitisation Regulation. Such Transparency Reports will be provided on a monthly basis and will be made available on the European DataWarehouse or, alternatively, on its website.

Other than as outlined above, the Issuer does not intend to provide post issuance transaction information regarding the Notes or the Purchased Receivables.

13. Third party information

Where information in this Offering Circular has been sourced from third parties, this information has been accurately reproduced, and as far as the Issuer is aware and is able to ascertain from the information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

14. Interest of natural and legal persons

So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.

15. Miscellaneous

No website referred to herein forms part of this Offering Circular.

The language of this Offering Circular is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.

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INCORPORATION BY REFERENCE

The documents included in the table below (the "Documents") are incorporated by reference in and form part of this Offering Circular. The Documents will be published simultaneously with this Offering Circular:

(a) up-to-date articles of incorporation of Koromo S.A. dated 10 May 2019 (available at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:1cb8363c-0c8c-43b3-a5cf-6962c677a73e);

(b) audited financial statements of Koromo S.A. for the period from 1 April 2017 to 31 March 2018 (available at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:e28567bc-2a7f-4b09-982a-73704c1cbb07); and

(c) Audited financial statements of Koromo S.A. for the period from 1 April 2018 to 31 March 2019 (available at: https://documentcloud.adobe.com/link/track?uri=urn:aaid:scds:US:c5d461c7-012a-4455-944d-de53c042a3bd).

Cross reference list

Document incorporated by reference Pages reference

Up-to-date articles of incorporation of Koromo S.A. dated 10 May 2019 All pages

Extraordinary general meeting 1-2

Chapter I. - Form, Name, Registered office, Corporate object, Duration 2-4

Chapter II. - Corporate capital, Shares 4-5

Chapter III. - Board of directors, independent auditor(s) 5-8

Chapter IV.- General meeting of shareholders 8-10

Chapter V.- Fiscal year, Allocation of profits 10

Chapter VI.- Dissolution, Liquidation 10-11

Chapter VII.- Limited recourse and Non petition 11

Chapter VIII. – Applicable law 11

Statement 11

French translation of the articles of incorporation 11-23

Audited financial statements of Koromo S.A. for the period from 1 April 2017 to 31 March 2018

All pages

Report of the Reviseur D'Enterprises Agréé 2-6

Management report 7-9

Balance sheet as at 31 March 2018 10-14

Profit and loss account for the year ended as at 31 March 2018 15-16

Notes to the annual accounts 17-29

Audited financial statements of Koromo S.A. for the period from 1 April 2018 to 31 March 2019

All pages

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Report of the Reviseur D'Enterprises Agréé 2-6

Management report 7-9

Balance sheet as at 31 March 2019 10-14

Profit and loss account for the year ended as at 31 March 2019 15-16

Notes to the annual accounts 17-29

All pages of the above Documents shall be deemed to be incorporated in by reference, and to form part of, this Offering Circular. The Offering Circular will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

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DEFINED TERMS

The following is the Defined Terms of the Transaction Definitions Agreement. 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 Defined Terms and elsewhere in the Offering Circular, the definitions of the Defined Terms will prevail.

"Acceptance" means an acceptance of an Offer in accordance with the Receivables Purchase Agreement.

"Account Bank" means BNP Paribas Securities Services S.C.A. Frankfurt Branch, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552.108.011, having its registered office at 3 rue d'Antin, 75002 Paris, Republic of France, acting through its Frankfurt branch (Zweigniederlassung Frankfurt), having its offices at Europa-Allee 12, 60327 Frankfurt am Main, Federal Republic of Germany and being registered with the commercial register of Frankfurt under registration HRB 50955, or any successor thereof.

"Account Bank Agreement" means the account bank agreement between the Issuer and the Account Bank dated 20 October 2020, as amended.

"Additional Cut-Off Date" means during the Replenishment Period the Determination Date prior to the respective Purchase Date.

"Additional Portfolio" means any portfolio of Additional Receivables purchased by the Issuer on any Purchase Date during the Replenishment Period.

"Additional Purchase Price" means an amount equal to the Aggregate Principal Balance of the relevant Additional Receivables as of the relevant Additional Cut-Off Date and to be purchased with economic effect as of such date.

"Additional Receivables" means the Receivables which are offered for sale and assignment by the Seller to the Issuer on any Offer Date.

"Administrative Expenses" means the fees, costs and expenses payable to:

(a) the Corporate Administrator under the Corporate Administration Agreement;

(b) the Cash Administrator under the Cash Administration Agreement;

(c) the Account Bank under the Account Bank Agreement and the relevant Mandate;

(d) the Paying Agent under the Agency Agreement;

(e) the Data Trustee under the Data Trust Agreement;

(f) the auditors and legal counsel of the Issuer;

(g) the Luxembourg Stock Exchange; and

(h) the Rating Agencies,

and other fees, costs and expenses reasonably incurred in the ordinary course of business of the Issuer by the Persons mentioned above as well as any indemnities payable to the Persons mentioned above.

"Affiliate" means (i) with respect to any Person established under German law, any company or corporation which is an affiliated company (verbundenes Unternehmen) to such Person within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) and (ii) with respect to any other Person, any entity that controls, directly or indirectly, such Person or any entity directly or indirectly having a majority of the voting power of such Person.

"Agency Agreement" means the agency agreement between the Issuer and the Paying Agent dated 20 October 2020, as amended.

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"Aggregate Defaulted Amount" means on any Calculation Date the sum of all Defaulted Amounts incurred from the Initial Cut-Off Date until the Determination Date immediately prior to such Calculation Date.

"Aggregate Note Principal Amount" means the sum of the Note Principal Amounts of a Class of Notes on a Payment Date (taking into account the principal redemption on such Payment Date).

"Aggregate Principal Balance" means the aggregate Principal Balances of all Receivables which are not Defaulted Receivables, as of the relevant Determination Date.

"Amortisation Period" means the period following the Replenishment Period.

"Available Distribution Amount" means, with respect to a Payment Date, the sum of the following amounts:

(a) the Collections;

(b) the amount standing to the credit of the General Reserve Ledger;

(c) the amount standing to the credit of the Replenishment Ledger;

(d) the amount standing to the credit of the Commingling Reserve Ledger upon the occurrence of a Servicer Termination Event, to the extent necessary to cover any Shortfalls; and

(e) any other amount (excluding Collections) standing to the credit of the Operating Ledger.

"BaFin" means the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) or any successor thereof.

"Banking Secrecy Duty" means the obligation to observe the banking secrecy (Bankgeheimnis) under German law or any applicable requirements on banking secrecy under foreign law.

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch).

"Business Day" means any day on which TARGET is open for the settlement of payments in EUR and on which banks are open for general business and foreign exchange markets settle payments in Frankfurt, Cologne and Luxembourg.

"Business Day Convention" means that if any due date specified in a Transaction Document for performing a certain task (in particular, payments of any amounts) is not a Business Day, such task shall be performed (a payment shall be made) on the next day which is a Business Day (Following Business Day Convention).

"Calculation Date" means the 2nd Business Day preceding the relevant Payment Date.

"Cash Administration Agreement" means the cash administration agreement between the Issuer and the Cash Administrator dated 20 October 2020, as amended.

"Cash Administration Services" means the services set out in clause 3.1 (Cash Administration Services; Further Duties of the Cash Administrator – Cash Administration Services) of the Cash Administration Agreement.

"Cash Administrator" means BNP Paribas Securities Services S.C.A., Luxembourg Branch, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552 108 011 and having its registered office is at 3, rue d'Antin – 75002 Paris, Republic of France, acting through its Luxembourg Branch, registered with the with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B86862 and having its registered offices at 60 Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, having as postal address L-2085 Luxembourg, Grand Duchy of Luxembourg, or any successor thereof.

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"Class A Compartment 3 Notes" means the Class A Compartment 3 fixed rate asset backed notes which are issued on the Closing Date in an initial Aggregate Note Principal Amount of EUR 900,000,000 and divided into 9,000 Class A Compartment 3 Notes, each having an initial Note Principal Amount of EUR 100,000.

"Class A Compartment 3 Principal Redemption Amount" means on each Payment Date during the Amortisation Period and prior to the Enforcement Conditions being fulfilled the lower of (i) an amount equal to the Aggregate Note Principal Amount of the Class A Compartment 3 Notes on the preceding Payment Date (after giving effect to any principal repayment on such date); and (ii) the Required Principal Redemption Amount on such Payment Date.

"Class of Notes" means each of the Class A Compartment 3 Notes and the Class B Compartment 3 Notes.

"Class B Compartment 3 Notes" means the Class B Compartment 3 fixed rate asset backed notes which are issued on the Closing Date in an initial Aggregate Note Principal Amount of EUR 100,000,000 and divided into 1,000 Class B Compartment 3 Notes, each having an initial Note Principal Amount of EUR 100,000.

"Class B Compartment 3 Principal Redemption Amount" means on each Payment Date during the Amortisation Period and prior to the Enforcement Conditions being fulfilled the lower of (i) an amount equal to the Aggregate Note Principal Amount of the Class B Compartment 3 Notes on the preceding Payment Date (after giving effect to any principal repayment on such date); and (ii) the difference between (a) the Required Principal Redemption Amount on such Payment Date; and (b) the Class A Compartment 3 Principal Redemption Amount on such Payment Date.

"Clearing Systems" means Clearstream, Luxembourg and Euroclear.

"Clearstream, Luxembourg" means Clearstream Banking S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxemburg, registered with the Luxembourg Trade and Companies (Registre de Commerce et des Sociétés, Luxembourg) under registration number B 9248 Luxembourg, and having its registered office at 42 Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

"Closing Date" means 22 October 2020.

"Collection Account" means any collection account held by the Servicer in its own name to which any payments of the Obligors are made.

"Collection Period" means each period (i) from but excluding the Initial Cut-Off Date to and including the first Determination Date and (ii) thereafter from but excluding a Determination Date to and including the next following Determination Date.

"Collections" means all collections, including Interest Collections, Principal Collections and Recovery Collections in respect of the Purchased Receivables.

"Commingling Reserve Ledger" means the commingling reserve ledger of the Transaction Account.

"Commingling Reserve Required Amount"means as of each Calculation Date an amount equal to the sum of A and B where:

(A) is the amount of the Collections scheduled to be received during the next two Relevant Collection Periods; and

(B) is 2.50 per cent. of the Aggregate Principal Balance, as of the relevant Cut-Off Date immediately preceding the Closing Date or the relevant Payment Date.

"Commingling Reserve Trigger Event" means if, at any time for as long as the Seller remains the Servicer

(a) the long-term unsecured, unsubordinated and unguaranteed debt obligations of Toyota Financial Services Corporation are assigned a rating of lower than BBB (or its replacement) by S&P, or

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the long-term unsecured, unsubordinated and unguaranteed debt obligations of Toyota Financial Services Corporation are assigned a rating of lower than BBB (or its replacement) by DBRS; or

(b) Toyota Financial Services Corporation ceases to own, directly or indirectly, at least 100 per cent. of the share capital of Toyota Kreditbank GmbH.

Independent of the above, a Commingling Reserve Trigger Event shall cease to continue upon that (i) all Obligors have redirected their payments directly to the Operating Ledger or any other of the Transaction Account, compliant with the Transaction Documents; and (ii) the Issuer has no any outstanding claims against the Seller in respect of the Shortfalls. Upon the Commingling Reserve Trigger Event ceases to continue, any amount standing to the credit of the Commingling Reserve Ledger shall be returned to the Seller outside of the applicable Priority of Payments.

"Common Safekeeper" means a common safekeeper for the ICSDs in respect of the Notes.

"Company" means Koromo S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having the status of an unregulated securitisation company (société de titrisation) subject to the Luxembourg Securitisation Law (as defined below), registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B153725 and having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg.

"Compartment" means any compartment that may be established by the Company in accordance with its articles of association and the Luxembourg Securitisation Law.

"Compartment 3" means the compartment 3 created by the board of directors of the Company as of 10 June 2020 for the purposes of the Transaction.

"Condition" means a condition of the Terms and Conditions.

"Corporate Administration Agreement" means the corporate administration agreement entered into between the Company and the Corporate Administrator on 23 November 2010, as amended.

"Corporate Administration Services" means the services set out in clauses 3 (Services) of the Corporate Administration Agreement.

"Corporate Administrator" means Circumference FS (Luxembourg) S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies register (Registre de Commerce et des Sociétés) under registration number B 58628 and having its registered office at 22-24 Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, or any successor thereof.

"Credit and Collection Policy" means the policies, practices and procedures of the Servicer relating to the origination and collection of Purchased Receivables, the current version of which is attached in schedule 2 (Credit and Collection Policy) to the Servicing Agreement, as modified from time to time in accordance with the Servicing Agreement.

"Credit Risk" means the risk of non-payment in respect of a Purchased Receivable due to a lack of credit solvency (Bonität) of the relevant Obligor of such Purchased Receivable.

"CRR" means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms (as amended, supplemented or restated).

"CSSF" means the Luxembourg Commission de Surveillance du Secteur Financier, or any successor thereof.

"Cumulative Default Ratio" means on any Calculation Date immediately preceding a Payment Date during the Replenishment Period the ratio between: (i) the Aggregate Defaulted Amount; and (ii) the sum of the Aggregate Principal Balance of the Initial Portfolio as of the Initial Cut-Off Date and the Aggregate Principal Balances of all Additional Portfolios on the relevant Additional Cut-Off Dates purchased during the Replenishment Period until but excluding such Payment Date.

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"Cut-Off Date" means the Initial Cut-Off Date and any Additional Cut-Off Date.

"Damages" means damages and losses, including properly incurred legal fees (including any applicable VAT).

"Data Protection Provisions" means, collectively, to the extent such rules are binding the relevant Transaction Party, the provisions of the German Federal Data Protection Act (Bundesdatenschutzgesetz), the German Data Protection Amendment and Implementation Act (Datenschutzanpassungs- und Umsetzungsgesetz), the General Data Protection Regulation (Datenschutzgrundverordnung), the provisions of Circular 4/97 (Rundschreiben 4/97) of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the Luxembourg Act dated 1 August 2018 on the organisation of the National Commission for Data Protection (Commission nationale pour la protection des données) and the general data protection framework, or any applicable requirements on data protection under foreign law.

"Data Release Event" means any of the following events: (i) termination of the appointment of the Servicer under the Servicing Agreement; (ii) the Servicer becomes Insolvent and the Servicer does not pass on its data files to a Substitute Servicer in accordance with the Servicing Agreement; or (iii) a release of the relevant Decoding Key being necessary for the Issuer to pursue legal actions to properly enforce or realise any Purchased Receivable, provided that the Issuer will be acting through a Substitute Servicer.

"Data Trust Agreement" means the data trust agreement between the Seller, the Issuer and the Data Trustee dated 20 October 2020, as amended.

"Data Trustee" means Circumference FS (UK) Limited, a private limited company incorporated under the laws of England and Wales, registered with the Companies House under registration number 11486799 and having its registered office at 14 Devonshire Square, EC2M 4YT London, United Kingdom, or any successor thereof.

"Data Trustee Services" means the data trustee services set out in clause 3.1 (Data Trustee Services) of the Data Trust Agreement.

"DBRS" means DBRS Ratings GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt under registration number HRB 110259 and having its registered office at Neue Mainzer Straße 75, 60311 Frankfurt am Main, Federal Republic of Germany, or any successor to its rating business.

"Decoding Key" means the decryption key (Dekodierungsschlüssel) which allows to decode any encrypted information in accordance with the Data Trust Agreement.

"Defaulted Amount" means for any Collection Period the Principal Balance including arrears of all Purchased Receivables that became Defaulted Receivables during such Collection Period.

"Defaulted Receivable" means a Receivable in respect of which: (i) the Obligor of such Receivables is Insolvent; and/or (ii) the Servicer has terminated the corresponding Underlying Agreement in accordance with the Credit and Collection Policy. As long as the Seller acts as Servicer a Receivable shall be a "Defaulted Receivable" if the relevant Underlying Agreement has been qualified as "MA 20", "MA 40", "MA43" or "MA44" in its dunning system.

"Determination Date" means the last calendar day of each calendar month. The first Determination Date will be 31 October 2020.

"Disbursement Amount" means EUR 1,000,000.

"Downgrade Event" means with respect to the relevant entity that it ceases to have the Required Rating.

"Early Amortisation Event" means on any Calculation Date preceding the relevant Payment Date the occurrence of any of the following events:

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(a) the amount remaining on the Replenishment Ledger after the application of the Priority of Payments exceeds ten per cent. of the Aggregate Principal Balance as of the Initial Cut-Off Date on three consecutive Payment Dates;

(b) the Cumulative Default Ratio, as of the Calculation Date immediately preceding to the relevant Payment Date, expressed as a percentage of the total Portfolio including replenished Receivables, (i) exceeds 2.5 per cent. until and including the Payment Date in October 2021, (ii) 3 per cent. during the period starting after October 2021 and ending on the Payment Date in October 2022, (iii) 4 per cent. during the period starting after October 2022 and ending on the Payment Date in October 2023; (iv) 5 per cent. during the period starting after October 2023 and ending on the Payment Date in October 2024; (v) 6 per cent. during the period thereafter;

(c) the amount to be credited to the Replenishment Ledger on such Payment Date (after the application of the Pre-Enforcement Priority of Payments) would be lower than the Maximum Replenishment Amount on such Payment Date; or

(d) a Servicer Termination Event has occurred prior to such Calculation Date.

"EC Treaty" means the Treaty on the Functioning of the European Union, originally named Treaty establishing the European Community (signed in Rome on 25 March, 1957), as amended by the Treaty on the 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), as amended by the Treaty of Lisbon (signed in Lisbon on 13 December 2007).

"ECB" means European Central Bank.

"Eligibility Criteria" means the following criteria in respect of the Receivables:

(a) the Receivable derives from an Underlying Agreement which:

(i) has been entered into between an Obligor and the Seller, excluding any Underlying Agreement under any employee programme of the Seller (if any);

(ii) constitutes (aa) legal valid and binding and enforceable obligations of the respective Obligor, (bb) based on the Seller's general terms and conditions being in force as at such Underlying Agreement's execution date and (cc) governed by the laws of the Federal Republic of Germany;

(iii) has been originated in accordance with the Credit and Collection Policy;

(iv) is fully amortising through constant monthly instalments (except for the last instalment of each Underlying Agreement which may differ from preceding monthly instalments) of at least EUR 25.00;

(v) in case of an Underlying Agreement with a balloon instalment provides for a balloon instalment equal to or lower than 60 per cent. of the Vehicle Sale Price;

(vi) has not been terminated;

(vii) provides for an original term not longer than 72 months;

(viii) has not been revoked (widerrufen) pursuant to the German consumer protection provisions and any applicable right of withdrawal (Widerrufsrecht) or right to return (Rückgaberecht) of such Obligor with respect to the relevant Underlying Agreement, the relevant Vehicle or a linked residual debt insurance has irrevocably lapsed;

(ix) (including the standard terms and conditions applicable thereto) has been created in compliance with all applicable laws, rules and regulations (in particular with respect to consumer protection) and all required consents, approvals and authorisations have been obtained in respect thereof and the Seller is not in violation of any such law, rule or regulation;

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(x) is not subject to any right of revocation (Anfechtungsrecht), set-off or counterclaim or warranty claims of the Obligor and other defences (Einwendungen und Einreden) (irrespective of whether the Issuer knew or could have known of the existence of any such rights, claims, objections and defences);

(xi) sets out the correct effective rate of interest (effektiven Jahreszins); and

(b) each Obligor:

(i) is a consumer (Verbraucher) or (ii) entrepreneurs (Unternehmer) having its registered office or being resident in the Federal Republic of Germany;

(ii) has paid at least one instalment in respect of the relevant Receivable in full on the relevant Cut-Off Date;

(iii) does not qualify as a public entity or as a "corporate client" according to the client classification of the Seller;

(iv) are classified as private sector non-financial corporations or natural persons;

(v) is not employed with the Seller or any of its Affiliates;

(vi) is not Insolvent and no Insolvency Proceedings are pending against it (to the best knowledge of the Seller);

(vii) has received a copy of the Underlying Agreement together with instructions in respect of the right of revocation of the Obligor (e.g. the applicable form requirements and notifications are complied with) (to the best knowledge of the Seller);

(viii) does not have liabilities under the Underlying Agreements vis-à-vis the Seller of more than EUR 250,000;

(c) each Receivable:

(i) is freely assignable and the Seller can dispose of the Receivables free from third party rights and set-off rights;

(ii) to the best of the Seller's knowledge, is not encumbered or otherwise in a condition that can be foreseen to adversely affect the enforceability of the true sale or assignment or transfer with the same legal effect;

(iii) is denominated in EUR;

(iv) has a Principal Balance as of the Cut-Off Date of at least EUR 500;

(v) is payable by direct debit (Einzugsermächtigung);

(vi) is secured by the security transfer (Sicherungsübereignung) of legal title to the Vehicle to the Seller;

(vii) has no instalments in arrears;

(viii) is not a Defaulted Receivable;

(ix) is a fully disbursed loan;

(x) can be segregated and identified at any time for purposes of ownership in the files of the Seller and such files and the relating software is able to provide the information to be included in the Servicing Agreement/Receivables Purchase Agreement and in each replenishment notice with respect to such Receivables;

(xi) does not include derivatives as defined in point (29) of article 2(1) Regulation (EU) No 600/2014, or transferable securities as defined in point (44) of article 4(1) of Directive

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2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (as amended, MiFID II) other than corporate bonds, that are not listed on a trading venue and do not include any securitisation position;

(xii) was not, as at the relevant Cut-Off Date, an exposure in default within the meaning of article 178(1) of Regulation (EU) No 575/2013 or an exposure to a credit-impaired Obligor, who, to the best of the Seller's knowledge:

(A) has been declared insolvent or had a court grant his creditors a final non-appealable right of enforcement or material damages as a result of a missed payment within three years prior to the date of origination or has undergone a debt-restructuring process with regard to his non-performing exposures within three years prior to the Closing Date;

(B) was, at the time of origination, where applicable, on a public credit registry of persons with adverse credit history or, where there is no such public credit registry, another credit registry that is available to the originator; or

(C) has a credit assessment or a credit score indicating that the risk of contractually agreed payments not being made is significantly higher than for comparable exposures held by the originator which are not securitised;

(d) the Vehicle to which the Receivable relates:

(i) is existing and qualifies as a new Vehicle (Neufahrzeug) or used Vehicle;

(ii) has an initial Vehicle Sale Price (excluding VAT) not exceeding EUR 100,000;

(e) the Seller:

(i) is the sole creditor of the Receivable;

(ii) has not entered into an agreement with an Obligor in respect of the Receivable according to which the repayment of the Receivable would be suspended or otherwise impaired (other than in accordance with the Credit and Collection Policy);

(iii) has not commenced enforcement proceedings against an Obligor in respect of the Receivable; and

(iv) to the best knowledge of the Seller:

(A) no Obligor (aa) is in breach of any of its obligations in respect of the Receivable in any material respect or (bb) is entitled to or has threatened to invoke any right of rescission, counterclaim, contest, challenge or other defence in respect of such Receivable; or (cc) has declared a set-off in respect of such Receivable; and

(B) no litigation is pending in respect of the Receivable.

"EMIR" means Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories (as amended, restated or supplemented)..

"Enforcement Conditions" means the following cumulative conditions (i) the occurrence of an Issuer Event of Default; and (ii) the Security Interests over the Security Assets having become enforceable; and (iii) an Enforcement Notice has been sent by the Trustee to the Issuer.

"Enforcement Notice" means the written notice the Trustee shall forthwith serve upon the occurrence of an Issuer Event of Default, if the Trustee Claim has become due, to the Issuer with a copy to each of the Secured Parties and the Rating Agencies in accordance with the Trust Agreement.

"Enforcement Proceeds" means any proceeds received by the Trustee from any enforcement of the Security Interest over the Security Assets.

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"ESMA" means the European Securities and Markets Authority.

"EU" means the European Union.

"EUR or €" means the lawful currency introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the European Community (as amended from time to time).

"Euroclear" means Euroclear Banking SA/NV, a public limited liability company (société anonyme) incorporated under the laws of the Kingdom of Belgium, registered with the RPM Brussels under registration number 0423 747 369 and having its registered office at 1 Boulevard du Roi Albert II, B-1210 Brussels, Kingdom of Belgium.

"European Economic Area means the Member States as well as Norway, Iceland and Liechtenstein.

"European Union means the union of European member states as created initially by the EC Treaty.

"Exchange Date has the meaning ascribed to such term in Condition 2(c).

"Final Discharge Date" means the date on which the Issuer has finally discharged its obligations towards its creditors under the Transaction Documents (including by operation of any limited recourse, no petition and limited liability provisions contained in the Transaction Documents).

"Final Excess Spread" means on any Payment Date, an amount which shall be equal to the relevant remaining amount payable to the Seller after application of (i) the Available Distribution Amount from lit. (a) to lit. (k) of the Terms and Conditions under the Pre-Enforcement Priority of Payments and (ii) the Issuer Proceeds from lit. (a) to lit. (j) of the Terms and Conditions under the Post-Enforcement Priority of Payments.

"General Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

"General Reserve Ledger" means the general reserve ledger of the Transaction Account.

"General Reserve Required Amount " means, in respect of any Payment Date:

(a) as long as the Aggregate Principal Balance of the Purchased Receivables is larger than zero on the Determination Date preceding such Payment Date, EUR 1,000,000; and

(b) otherwise zero.

"Global Note" means each of the Temporary Global Notes and the Permanent Global Notes.

"ICSD" or "International Central Securities Depositary" means Clearstream Luxembourg or Euroclear, and "ICSDs" means both Clearstream Luxembourg and Euroclear collectively.

"Increased Costs" means any and all sums payable by the Issuer under the Transaction Documents to any other Person in respect of any increase, deduction or withholding for or on account of Taxes imposed or levied subsequent to the date of the Receivables Purchase Agreement.

"Initial Cut-Off Date" means 30 September 2020.

"Initial Portfolio" means the portfolio of Initial Receivables purchased by the Issuer on the Closing Date.

"Initial Purchase Price" means an amount equal to the Aggregate Principal Balance of the relevant Initial Receivables as of the Initial Cut-Off Date.

"Initial Receivable" means the Receivables which are offered for sale and assignment by the Seller to the Issuer on the Closing Date.

"InsO" means the German Insolvency Code (Insolvenzordnung).

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"Insolvency Proceedings" means any insolvency proceedings (Insolvenzverfahren) within the meaning of the InsO or any similar proceedings under applicable foreign law, including, with respect to the Company, bankruptcy (faillite), composition with creditors (concordat préventif de la faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), reorganisation, court ordered dissolution and liquidation.

"Insolvent" means

(a) in relation to any Person which is not an Obligor:

(i) that the relevant Person is either:

(A) unable to fulfil its payment obligations as they become due and payable (including, without limitation, Zahlungsunfähigkeit pursuant to section 17 InsO), or

(B) is presumably unable to pay its debts as they become due and payable (including, without limitation, imminent inability to pay (drohende Zahlungsunfähigkeit) pursuant to section 18 InsO), or

(ii) that the liabilities of that Person exceed the value of its assets (including, without limitation, overindebtedness (Überschuldung) pursuant to section 19 InsO), or

(iii) that any measures pursuant to section 21 InsO have been taken in relation to the Person, or

(iv) that any measures have been taken in respect of the Person pursuant to section 46, 46(b), 46(g) or 48(t) KWG; or

(v) that any measures have been taken in respect of the Person pursuant to the German Bank Reorganisation Act (Gesetz zur Reorganisation von Kreditinstituten - KredReorgG); or

(vi) that any early intervention measures (frühzeitiges Eingreifen) or winding-up measures (Abwicklungsmaßnahmen) have been taken in respect of, or any penalty has been imposed on, the Person under or pursuant to sections 36 to 39 or 62 to 102 of the German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz); or

(vii) that any early intervention, resolution, investigation measures (other than in the ordinary course of business) have been taken with respect to, or any penalty has been imposed on, the Person pursuant to chapters 2 or 3 of Title 1 of Part II of Regulation (EU) 806/2014 of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No. 1093/20 (as amended, restated or supplemented); or

(b) and in relation to any Person being an Obligor:

(i) that the relevant Person is either:

(A) unable to fulfil its payment obligations as they become due and payable (including, without limitation, Zahlungsunfähigkeit pursuant to section 17 InsO), or

(B) is presumably unable to pay its debts as they become due and payable (including, without limitation, drohende Zahlungsunfähigkeit pursuant to section 18 InsO), or

(ii) that the liabilities of that Person exceed the value of its assets (including, without limitation, Überschuldung pursuant to section 19 InsO), or

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(iii) a petition for the opening of insolvency proceedings (including consumer insolvency proceedings (Verbraucherinsolvenzverfahren)) in respect of the relevant Person's assets (Antrag auf Eröffnung eines Insolvenzverfahrens) is filed or threatened to be filed; or

(iv) a written statement listing the claims of a party against the Obligor is requested in accordance with section 305 para. 2 InsO;

(v) it commences negotiations with one or more of its creditors with a view to the readjustment or rescheduling of any of its indebtedness including negotiations as referred to in section 305 para. 1 number 1 and section 305a InsO; or

(vi) that any measures pursuant to section 21 InsO have been taken in relation to the Person; or

(c) in relation to any Person not incorporated or situated in the Federal Republic of Germany that similar circumstances have occurred or similar measures have been taken under foreign applicable law which corresponds to those listed in (i) or (ii) above.

"Interest Collections" means in relation to the Purchased Receivables the sum of (i) all collections of interest under the Performing Receivables that have been paid during the Relevant Collection Period, (ii) all collections of interest under the Performing Receivables that have been prepaid during the Relevant Collection Period, excluding Recovery Collections received by the Servicer during the Relevant Collection Period and (iii) the interest portion of any Repurchase Price relating to the Collection Period.

"Investor Report" means the investor report to be prepared by the Cash Administrator in accordance with the Cash Administration Agreement.

"Issuer" means the Company, acting on behalf and for the account of its Compartment 3.

"Issuer Event of Default" means each of the events set out in Condition 4.4 (Enforcement Conditions and Issuer Event of Default) of the Terms and Conditions.

"Issuer ICSDs Agreement" means any Issuer ICSDs agreement between the Issuer and the ICSDs with respect to any Class of Notes before any Notes of such Class in new global note form will be accepted by the ICSDs.

"Issuer Proceeds" means the sum of the Available Distribution Amount, the Enforcement Proceeds and any credit balance on the Operating Ledger.

"Issuer Standard of Care" means the standard of care (Sorgfaltspflicht) which is only violated in case of gross negligence (grober Fahrlässigkeit) or wilful misconduct (Vorsatz).

"KWG" means the German Banking Act (Kreditwesengesetz).

"Legal Maturity Date" means 15 October 2033.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Luxembourg Companies Law" means the law of 10 August 1915 on commercial companies, as amended.

"Luxembourg Securitisation Law" means the Luxembourg law on securitisation of 22 March 2004 (Loi du 22 Mars 2004 relative à la titrisation, telle que modifiée), as amended.

"Luxemburg Stock Exchange" means Société de la Bourse de Luxembourg or any successor thereof.

"Luxembourg Standard of Care" means the standard of care due from a prudent and proper merchant or bank (as the case may be) experienced in the particular line of business.

"Mandate" means the account opening forms, resolutions, instructions and signature authorities relating to the Transaction Account.

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"Maximum Partial Redemption Amount" means on each Determination Date relating to each Payment Date falling in the Replenishment Period, the amount remaining on the Replenishment Ledger after the application of the Priority of Payments.

"Maximum Replenishment Amount" means on any Payment Date during the Replenishment Period an amount equal to the positive difference between (i) the Aggregate Note Principal Amount of the Notes on the Closing Date and (ii) the Aggregate Principal Balance of the Portfolio at the end of the Collection Period prior to the relevant Payment Date.

"Member State" means the actual member states of the European Union.

"New Issuer" means a substitute debtor for the Issuer in respect of all obligations arising under or in connection with the Notes and the Transaction Documents named by the Issuer in accordance with Condition 13(b) of the Terms and Conditions.

"Non-Eligible Receivable" means a Purchased Receivable which does not comply (in whole or in part) with the Eligibility Criteria as at the Closing Date (in the case of an Initial Receivable) or as at the relevant Purchase Date (in the case of an Additional Receivable) on which it was purchased.

"Note Principal Amount" means with respect to any Payment Date the principal amount of any Note (rounded, if necessary, to the nearest EUR 0.01, with EUR 0.005 being rounded upwards) equal to the initial principal amount of such Note as, on or before such Payment Date, reduced by all amounts paid in respect of principal on such Note prior to or on such Payment Date.

"Noteholder" means a holder of a Note.

"Notes" means the Class A Compartment 3 Notes and the Class B Compartment 3 Notes issued by the Issuer on the Closing Date.

"Notes Purchase Agreement" means the notes purchase agreement between the Issuer and the Notes Purchaser dated 20 October 2020, as amended.

"Notes Purchaser" means Toyota Kreditbank GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, or any successor thereof.

"Obligor" means any borrower under an Underlying Agreement.

"Obligor Notification Event" means any event being a Servicer Termination Event.

"Offer" means an offer by the Seller to the Issuer to sell Additional Receivables to the Issuer in accordance with the Receivables Purchase Agreement.

"Offer Date" means, during the Replenishment Period, the Business Day preceding the respective Purchase Date with the first Offer Date being 13 November 2020.

"Offering Circular" means the prospectus dated on or about the Signing Date prepared in connection with the issue by the Issuer of the Notes.

"Operating Ledger" means the operating ledger of the Transaction Account.

"Paying Agent" means BNP Paribas Securities Services S.C.A., Luxembourg Branch, a partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Republic of France, registered with the Paris Trade and Companies Register (Registre du Commerce et des Sociétés of Paris) under registration number 552 108 011 and having its registered office is at 3, Rue d'Antin – 75002 Paris, Republic of France, acting through its Luxembourg Branch, registered with the with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under registration number B86862 and having its registered offices at 60 Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, having as postal address L-2085 Luxembourg, Grand Duchy of Luxembourg, or any successor thereof.

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"Payment Date" means each 15th day of each calendar month subject to the Business Day Convention. The first Payment Date will be 16 November 2020. Unless the Notes are redeemed earlier in full, the last Payment Date will be the Legal Maturity Date.

"Performing Receivable" means a Purchased Receivable that is neither a Defaulted Receivable, nor a Purchased Receivable in respect of which all instalments have been paid.

"Permanent Global Notes" means in respect of any Class of Notes the permanent global bearer note without coupons attached representing such Class as more specifically described in Condition 2(b) of the Terms and Conditions.

"Person" means any individual, partnership with legal capacity, company, body corporate, corporation, trust (only insofar as such trust has legal capacity), joint venture (insofar as it has legal capacity), governmental or government body or agent or public body.

"Personal Data" means any Obligor-related personal data (persönliche Daten) within the meaning of the GDPR.

"Portfolio" means, at any time, all Purchased Receivables (including the Related Claims and Rights).

"Post-Enforcement Priority of Payments" means the priority of payments as set out in Condition 9 (Post-Enforcement Priority of Payments) of the Terms and Conditions.

"Pre-Enforcement Priority of Payments" means the priority of payments as set out in Condition 7 (Pre-Enforcement Priority of Payments) of the Terms and Conditions.

"Principal Amount" means with respect to any Note, on any Payment Date, the amount of principal payable by the Issuer on such Note on such Payment Date.

"Principal Balance" means (i) in respect of an Initial Receivable at any time the amount of principal owed by the Obligor under such Initial Receivable as at the Initial Cut-Off Date as reduced by Principal Collections; (ii) in respect of an Additional Receivable at any time the amount of principal owed by the Obligor under such Additional Receivable as at the Additional Cut-Off Date relating to the relevant Purchase Date on which such Additional Receivable was purchased by the Issuer as reduced by Principal Collections.

"Principal Collections" means in relation to the Purchased Receivables the sum of (i) all collections of principal under the Performing Receivables that have been paid during the Relevant Collection Period, (ii) all collections of principal under the Performing Receivables that have been prepaid during the Relevant Collection Period, excluding Recovery Collections received by the Servicer during the Relevant Collection Period and (iii) the principal portion of any Repurchase Price relating to the Collection Period.

"Priority of Payments" means the Pre-Enforcement Priority of Payments and the Post-Enforcement Priority of Payments, as applicable.

"Prospectus Regulation " means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC Directive 2003/71/EC, as amended by Directive 2010/73/EU (as amended, restated or supplemented).

"Purchase Date" means each Payment Date during the Replenishment Period on which Additional Receivables are purchased by the Issuer.

"Purchase Price" means the Initial Purchase Price and any Additional Purchase Price.

"Purchase Requirements" means the following conditions:

(a) with respect to the Purchased Receivables (taking into account the relevant Additional Receivables), the Replenishment Criteria are fulfilled;

(b) the Seller is not Insolvent;

(c) the representations, warranties and covenants of the Seller are materially true and correct; and

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(d) the Seller is not in breach of any of its material duties as set out in the Transaction Documents.

"Purchased Receivable" means the Initial Receivables and the Additional Receivables (including, in each case, any Related Claims and Rights) purchased by the Issuer from the Seller on or about the Closing Date or any Purchase Date, as the case may be.

"Rating Agencies" means S&P and DBRS.

"Receivables" means all claims of the Seller for the repayment of principal and the payment of interest arising under an Underlying Agreement.

"Receivables Purchase Agreement" means the receivables purchase agreement between the Issuer and the Seller dated 20 October 2020, as amended.

"Recovery Collections" means in relation to the Purchased Receivables the sum of all collections that have been paid on Defaulted Receivables until the relevant Defaulted Receivable has been written off by the Seller during the Relevant Collection Period.

"Regulation S" means Regulation S under the Securities Act.

"Related Claims and Rights" means

(a) all existing and future claims and rights of the Seller under, pursuant to, or in connection with the relevant Purchased Receivable and the Underlying Agreement, including, but not limited to:

(i) other related ancillary rights and claims, including but not limited to, independent unilateral rights (selbständige Gestaltungsrechte) as well as dependent unilateral rights (unselbständige Gestaltungsrechte) by the exercise of which the relevant Underlying Agreement is altered, in particular the right of termination (Recht zur Kündigung), if any, and the right of rescission (Recht zum Rücktritt), but which are not of a personal nature (without prejudice to the assignment of ancillary rights and claims pursuant to section 401 BGB);

(ii) any claims for damages (Schadenersatzansprüche) based on contract or tort (including, without limitation, claims (Ansprüche) to payment of default interest (Verzugszinsen) for any late payment of any loan instalment) and other claims against the Obligor or third-parties which are deriving from an Underlying Agreement, e.g. pursuant to the (early) termination of such Underlying Agreement, if any;

(iii) all claims of the Seller against an Obligor pursuant the relevant general terms and conditions;

(iv) claims for the provision of collateral;

(v) indemnity claims for non-performance;

(vi) restitution claims (Bereicherungsansprüche) against the relevant Obligor (if any);

(vii) any claims resulting from the rescission of an Underlying Agreement following the revocation (Widerruf) or rescission (Rücktritt) by an Obligor; and

(b) all other payment claims under a relevant Underlying Agreement against the relevant Obligor.

"Related Collateral" means any claims and rights assigned and any collateral transferred by the Seller to the Issuer pursuant to clauses 6 (Assignment/Transfer of Initial Related Collateral) and 8 (Assignment/Transfer of Additional Related Collateral) of the Receivables Purchase Agreement, including, in addition, any other right in rem transferred to the Issuer by operation of law.

"Relevant Collection Period" means, in respect of a Payment Date, the Collection Period immediately preceding such Payment Date.

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"Replenishment Criteria" means the following criteria to be calculated on a Portfolio basis throughout the Replenishment Period on each Reporting Date and being calculated by taking into account the Additional Receivables to be purchased on the immediately following Purchase Date:

(a) the sum of the Principal Balances resulting from Underlying Agreements in respect of used Vehicles does not account for more than 50.00 per cent. of the Aggregate Principal Balance;

(b) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers does not account for more than 35.00 per cent. of the Aggregate Principal Balance;

(c) the sum of the Principal Balances resulting from Underlying Agreements entered into with commercial customers in respect of used Vehicles does not account for more than 10.00 per cent. of the Aggregate Principal Balance; and

(d) the weighted average nominal interest rate of all Underlying Agreements is not smaller than 2.00 per cent.

"Replenishment Ledger" means the replenishment ledger of the Transaction Account.

"Replenishment Period" means the period which commences on the Closing Date (including) and which ends on (but excludes) the earlier of (i) the Payment Date falling in October 2025, and (ii) the Payment Date on which an Early Amortisation Event has occurred prior to the respective Calculation Date.

"Reporting Date" means with respect to a Payment Date the 5th Business Day preceding such Payment Date.

"Repurchase Agreement" has the meaning given to this term in schedule 4 (Form of Repurchase Agreement) of the Receivables Purchase Agreement.

"Repurchase Event" means any of the following:

(a) the Aggregate Principal Balance of all Purchased Receivables represents less than ten per cent. of the Aggregate Principal Balance as of the Initial Cut-Off Date; or

(b) any change in the laws of the Federal Republic of Germany and Luxembourg or the official interpretation or application of such laws occurs which becomes effective on or after the Closing Date and which, for reasons outside the control of the Seller and/or the Issuer: (i) would restrict the Issuer from performing any of its material obligations under any Note; or (ii) would oblige the Issuer to make any tax withholdings or deductions for reasons of tax in the Federal Republic of Germany in respect of any payment on the Notes.

"Repurchase Notice" means a written notice of the Seller to the Issuer (with a copy to the Trustee) on the exercise of a repurchase option in accordance with the Receivables Purchase Agreement following the occurrence of a Repurchase Event.

"Repurchase Price" means with respect to each Purchased Receivable to be repurchased 100 per cent. of the sum of (i) the Principal Balance of such Purchased Receivable; and (ii) interest accrued thereon less Interest Collections received by the Issuer in respect of such Purchased Receivable.

"Repurchased Receivable" means any Purchased Receivable which is repurchased in accordance with the Receivables Purchase Agreement.

"Requested Partial Redemption Amount" means, in respect of each Class of Notes, the principal amount of Notes which the Seller indicates to amortise pursuant to Condition 8.6 (Partial Redemption).

"Required Principal Redemption Amount" means prior to an Issuer Event of Default in respect of any Payment Date during the Amortisation Period, an amount equal to the difference of (i) the Aggregate Note Principal Amount of all Notes on the Payment Date immediately preceding such Payment Date; and (ii) the Aggregate Principal Balance of the Purchased Receivables on the Determination Date immediately preceding such Payment Date.

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"Required Rating" means (i) with respect to any entity or (ii) any guarantor of such entity, providing a guarantee to, or for the performance by the relevant entity which fulfils the applicable guarantee criteria set forth by the Rating Agencies, a short term rating of unsecured, unsubordinated and unguaranteed debt obligation at least A-1 by S&P and a long term rating of unsecured, unsubordinated and unguaranteed debt obligation at least A by S&P (or if such entity or any guarantor of such entity has no S&P short-term rating, a long-term rating of at least A+ by S&P) or such other debt rating as determined to be applicable or agreed by S&P from time to time and a long-term rating of unsecured, unsubordinated and unguaranteed debt obligation at least A by DBRS.

"S&P" means S&P Global Ratings Europe Limited, Fourth Floor, Waterways House, Grand Canal Quay, Dublin 2, Republic of Ireland, and any successor to its rating business.

"Secured Obligations" means the obligations of the Issuer under the Notes and the Transaction Documents.

"Secured Parties" means (i) the Noteholders, (ii) each party to the Trust Agreement as creditor of the Secured Obligations, and (iii) the Trustee as creditor of the Trustee Claim.

"Securities Act" means the U.S. Securities Act of 1933 as amended from time to time.

"Securitisation Regulation" means Regulation (EU) No 2017/2402 dated 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012.

"Security Assets" means the assets pledged and to be pledged in accordance with clause 12.1 (Pledge) of the Trust Agreement and the assets assigned and to be assigned in accordance with clause 13.1 (Assignments and Transfer) of the Trust Agreement.

"Security Interest" means any pledge, lien, charge, assignment or security interest or other agreement or arrangement having the effect of conferring security.

"Seller" means Toyota Kreditbank GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, or any successor thereof.

"Seller Event of Default" means any of the following events:

(a) the Seller is Insolvent;

(b) the Seller fails to make any payment or deposit required by the terms of the Receivables Purchase Agreement or any other Transaction Document within ten Business Days of the date such payment or deposit is required to be made;

(c) the Seller fails to perform any of its other material obligations under the Receivables Purchase Agreement and such breach, if capable of remedy, is not remedied within twenty Business Days of notice from the Issuer; or

(d) any representation or warranty given in the Receivables Purchase Agreement or in any report provided by the Seller, is materially false or incorrect and such inaccuracy, if capable of remedy, is not remedied within ten Business Days of notice from the Issuer and has a material adverse effect in relation to the Issuer.

"Seller Security Assets" means the (security) title (Sicherungseigentum) to the Vehicles referred to in clauses 6.1(a) and 8.1(a) of the Receivables Purchase Agreement.

"Senior Person" means any shareholder, member, executive, officer and/or director of the relevant Person.

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"Servicer" means Toyota Kreditbank GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, or any successor thereof.

"Servicer Report" means an electronic report on the performance of the Purchased Receivables covering the Collection Period immediately preceding the actual Reporting Date substantially in the form as set out in schedule 1 (Form of Servicer Report) to the Servicing Agreement.

"Servicer Termination Event" means any of the following events: (i) the Servicer is Insolvent; (ii) the Servicer fails to make any payment or deposit required by the terms of the Servicing Agreement or any other Transaction Document within ten Business Days of the date such payment or deposit is required to be made; (iii) the Servicer fails to perform any of its other material obligations under the Servicing Agreement and such breach, if capable of remedy, is not remedied within twenty Business Days of notice from the Issuer; or (iv) any representation or warranty given in the Servicing Agreement or in any report provided by the Servicer, is materially false or incorrect and such inaccuracy, if capable of remedy, is not remedied within ten Business Days of notice from the Issuer and has a material adverse effect in relation to the Issuer.

"Services" means the services set out in clause 5.1 (Services; Further Duties of the Servicer - Services) of the Servicing Agreement.

"Servicing Agreement" means the servicing agreement between the Issuer and the Servicer dated 20 October 2020, as amended.

"Servicing Fee" means the fees as set out in clause 14 (Fees; Costs and Expenses) of the Servicing Agreement.

"Shortfall" has the meaning given to the term in clause 6.2(b) of the Agency Agreement.

"Signing Date" means 20 October 2020.

"Standard of Care" means the standard of care due from a prudent and proper merchant (Sorgfalt eines ordentlichen Kaufmanns).

"Subordinated Lender" means Toyota Kreditbank GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Cologne under registration number HRB 18068 and having its registered office at Toyota-Allee 5, 50858 Cologne, Federal Republic of Germany, or any successor thereof.

"Subordinated Loan" means the loan in an amount of EUR 1,000,000 granted by the Subordinated Lender to the Issuer the Subordinated Loan Agreement.

"Subordinated Loan Agreement" means the loan agreement between the Issuer and the Subordinated Lender dated 20 October 2020, as amended.

"Subordinated Loan Maturity Date" means the Legal Maturity Date.

"Subordinated Loan Redemption Amount" means on any Payment Date the difference (to the extent positive) between (i) the General Reserve Required Amount on the previous Payment Date; and (ii) the General Reserve Required Amount on the current Payment Date.

"Substitute Account Bank" means at any time a bank or financial institution having at least the Required Rating replacing the current Account Bank under the Account Bank Agreement.

"Substitute Cash Administrator" means at any time the Person appointed as substitute cash administrator pursuant to the Cash Administration Agreement.

"Substitute Corporate Administrator" means at any time the Person appointed as substitute corporate administrator pursuant to the Corporate Administration Agreement.

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"Substitute Data Trustee" means at any time the Person appointed as such pursuant to the Data Trust Agreement meeting the requirements set forth in clause 15.5 (Substitute Data Trustee) of the Data Trust Agreement.

"Substitute Paying Agent" means at any time a bank or financial institution replacing the current Paying Agent under the Agency Agreement.

"Substitute Servicer" means at any time the Person appointed as such pursuant to the Servicing Agreement meeting the requirements set forth in clause 18 (Substitute Servicer) of the Servicing Agreement.

"Substitute Trustee" means at any time the Person appointed as substitute trustee pursuant to the Trust Agreement.

"Suitable Entity" means a Person which (i) holds all necessary licences, authorisations, approvals, consents and registrations to act in the required capacity, (ii) is sufficiently qualified to perform the obligations attached to the required capacity, (iii) is permitted to act in the required capacity under all applicable laws (in particular, applicable Data Protection Provisions and the German Legal Services Act (Rechtsdienstleistungsgesetz)), and/or the Banking Secrecy Duty, and (iv) has its registered office in a member state of the European Economic Area.

"SVI" means STS Verification International GmbH.

"TARGET" means "TARGET2", the Trans-European Automated Real-time Gross Settlement Express Transfer System which was launched on 19 November 2007.

"Taxes" means any stamp duty, sales, exercise, registration and other tax (including value added tax, income tax (other than the income tax payable by the Issuer or its shareholder at its place of incorporation or at its registered office) and the German trade tax (Gewerbesteuer), duties and fees) due and payable by the Issuer and reasonably evidenced in connection with the execution, filing or recording of the Receivables Purchase Agreement or the purchase, transfer or retransfer of Receivables or their financing under or pursuant to the Receivables Purchase Agreement or the other documents to be delivered under or relating to the Receivables Purchase Agreement or in any way connected with any transaction contemplated by the Receivables Purchase Agreement or the Servicing Agreement.

"Temporary Global Note" means in respect of any Class of Notes the temporary global bearer note without coupons attached as more specifically described in Condition 2(b) of the Terms and Conditions.

"Termination Date" means the date on which the first early redemption notice from a Noteholder is delivered (Zugang) to the Issuer pursuant to Condition 8.4 (Early Redemption for Default) of the Terms and Conditions, unless the Issuer Event of Default has been remedied on such day.

"Terms and Conditions" means the terms and conditions of the Notes (which terms and conditions are set out in the Offering Circular).

"Toyota Risk" means any failure by Toyota to (i) transfer to the Issuer any Collections under the Servicing Agreement, or (ii) pay any indemnities to the Issuer in relation to commingling risk or any trade tax and/or VAT due and payable by the Issuer to the German tax authorities.

"Transaction" means the transaction in relation to the Issuer established by the Transaction Documents together with the conclusion and performance of the Transaction Documents as well as all other acts, undertakings and activities connected therewith.

"Transaction Account" means the transaction account of the Issuer opened on or before the Closing Date with the Account Bank with the following details: BIC: PARBDEFFXXX and IBAN: DE08 5003 0500 6557 7988 80, or any successor account, bearing an interest rate as separately agreed between the Account Bank and the Issuer.

"Transaction Definitions" has the meaning ascribed to such term in Condition 1.1 (Definitions).

"Transaction Definitions Agreement" means the transaction definitions agreement entered into by, among others, the Seller, the Issuer, and the Trustee dated 20 October 2020, as amended.

187 Ashurst360685012.27

"Transaction Documents" means the Notes (including the notes definitions schedule), the Receivables Purchase Agreement, the Servicing Agreement, the Data Trust Agreement, the Agency Agreement, the Corporate Administration Agreement, the Account Bank Agreement, the Cash Administration Agreement, the Subordinated Loan Agreement, the Trust Agreement, the Notes Purchase Agreement and this Transaction Definitions Agreement.

"Transaction Interpretation" has the meaning ascribed to such term in Condition 1.2 (Interpretation).

"Transparency Report" means any report based on Commission Implementing Regulation (EU) 2020/1225 of 29 October 2019 laying down implementing technical standards with regard to the format and standardised templates for making available the information and details of a securitisation by the originator, sponsor and SSPE which shall be published in order to fulfil the transparency requirements under article 7(1), particularly items (e), (f) and (g) of the Securitisation Regulation.

"Trust Agreement" means the trust agreement between the Issuer, the Trustee and the other Secured Parties (other than the Noteholders) dated 20 October 2020, as amended.

"Trustee" means Circumference FS (Netherlands) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel) under registration number 34280199 and having its registered office at Barbara Strozzilaan 101, 1083HN Amsterdam, The Netherlands, or any successor thereof.

"Trustee Claim" means the claim granted to the Trustee pursuant to clause 9 (Trustee Claim) of the Trust Agreement.

"Trustee Expenses" means the fees and expenses as set out in clause 23.1 (Trustee Fees) of the Trust Agreement as well as any indemnities payable to the Trustee under the Trust Agreement.

"Trustee Services" has the meaning given to such term in clause 6.1 (Trustee Services; Limitations) of the Trust Agreement.

"Trustee Standard of Care" means the standard of care (Sorgfaltspflicht) which is only violated in case of gross negligence (grober Fahrlässigkeit) or wilful misconduct (Vorsatz).

"Underlying Agreement" means any loan agreement (Darlehensvertrag) between the Seller in its capacity as lender (Darlehensgeber) and a borrower in relation to the financing of any Vehicle, in particular, including in the form of standard business terms (Allgemeine Geschäftsbedingungen) governing the Seller's relationship with the respective borrower.

"United States" or "US"means the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands).

"VAT" means any value added tax chargeable in the Federal Republic of Germany and/or in any other jurisdiction.

"Vehicle" means a new or used passenger vehicle of either a Toyota group brand or another car manufacturer.

"Vehicle Sale Price" means with respect to a Vehicle financed by an Underlying Agreement, the sum of (i) the purchase price of the vehicle, (ii) the price of any special equipment and (iii) the price of any fittings and other fixtures.

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INDEX OF DEFINED TERMS

Page Page

€ ...................................................................... 9

Acceptance ................................................. 169

Account Bank ............................................. 169

Account Bank Agreement .......................... 169

Additional Cut-Off Date ............................. 169

Additional Portfolio .................................... 169

Additional Purchase Price .......................... 169

Additional Receivables ......................... 42, 169

Administrative Expenses ............................ 169

Affiliate ...................................................... 169

Agency Agreement ..................................... 169

Aggregate Defaulted Amount ..................... 170

Aggregate Note Principal Amount ....... 67, 170

Aggregate Principal Balance ...................... 170

Amended LCR Delegated Regulation .......... 31

Amortisation Period.................................... 170

Anti-Tax Avoidance Directive ..................... 25

Anti-Tax Avoidance Directive I ................. 157

Anti-Tax Avoidance Directive II ................ 157

ATAD ........................................................... 25

ATAD I ...................................................... 157

ATAD II ..................................................... 157

ATAD Luxembourg Law ........................... 157

Available Distribution Amount ............ 68, 170

BaFin .......................................................... 170

Banking Secrecy Duty ................................ 170

Basel Committee .......................................... 30

Basel II Framework ...................................... 30

Basel III ........................................................ 30

BEPS .......................................................... 157

BGB ............................................................ 170

Business Day ..................................... 3, 67, 170

Business Day Convention ........................... 170

Calculation Date.......................................... 170

Cash Administration Agreement ................. 170

Cash Administration Services ..................... 170

Cash Administrator ............................... 72, 170

Class A Compartment 3 Notes .......... 1, 64, 171

Class A Compartment 3 Principal Redemption Amount ....................................................... 171

Class B Compartment 3 Notes .......... 1, 64, 171

Class B Compartment 3 Principal Redemption Amount ....................................................... 171

Class of Notes ......................................... 1, 171

Clearing Systems ........................................ 171

Clearstream Luxembourg .......................... 3, 64

Clearstream, Luxembourg ........................... 171

Closing Date ........................................... 1, 171

Code .............................................................. 26

Collection Account ..................................... 171

Collection Period ........................................ 171

Collections ............................................ 42, 171

Commingling Reserve Ledger .................... 171

Commingling Reserve Required Amount ... 171

Commingling Reserve Trigger Event ......... 171

Common Safekeeper ................................... 172

Company ..................................................... 172

Compartment .................................... 1, 45, 172

Compartment 3 ....................................... 1, 172

Competent Authorities .................................. 35

Condition .................................................... 172

189 Ashurst360685012.27

Corporate Administration Agreement ........ 172

Corporate Administration Services ............ 172

Corporate Administrator ............................. 172

CPR ............................................................ 105

CRA Regulation ................................. 4, 29, 42

CRD .............................................................. 30

CRD IV Package .......................................... 30

Credit and Collection Policy....................... 172

Credit Risk .................................................. 172

CRR ...................................................... 30, 172

CSSF....................................................... 1, 172

Cumulative Default Ratio ........................... 172

Cut-Off Date ............................................... 173

Damages ..................................................... 173

Data Protection Provisions ......................... 173

Data Release Event ..................................... 173

Data Trust Agreement ................................ 173

Data Trustee ............................................... 173

Data Trustee Services ................................. 173

DBRS ..................................................... 4, 173

Decoding Key ............................................. 173

Defaulted Amount ...................................... 173

Defaulted Receivable.................................. 173

Determination Date .................................... 173

Disbursement Amount ................................ 173

Disbursing Agent ........................................ 154

distributor ....................................................... 4

Downgrade Event ....................................... 173

Early Amortisation Event ........................... 173

EC Treaty ................................................... 174

ECBe .......................................................... 174

EEA ................................................................ 5

Eligibility Criteria ........................... 42, 53, 174

EMIR .......................................................... 176

Enforcement Conditions ....................... 67, 176

Enforcement Notice .................................... 176

Enforcement Proceeds ................................ 176

ESMA ......................................................... 177

EU ............................................................... 177

EUR or € ..................................................... 177

Euroclear ................................................. 3, 177

European Economic Area ........................... 177

European Union .......................................... 177

euros ................................................................ 9

Exchange Date ...................................... 65, 177

FATCA ......................................................... 26

FATCA Investors .......................................... 26

FATCA Law ................................................. 26

FFI ................................................................. 26

Final Discharge Date ................................... 177

Final Excess Spread .................................... 177

FSMA ......................................................... 162

GDPR .......................................................... 177

General Data Protection Regulation...... 20, 177

General Reserve Ledger .............................. 177

General Reserve Required Amount ............ 177

Global Note ........................................... 64, 177

Global Notes ............................................. 3, 64

ICSD ........................................................... 177

ICSDs ............................................................ 64

IGA ............................................................... 26

Increased Costs ........................................... 177

Initial Cut-Off Date ..................................... 177

Initial Portfolio ............................................ 177

190 Ashurst360685012.27

Initial Purchase Price .................................. 177

Initial Receivable ........................................ 177

Initial Receivables ........................................ 42

InsO ............................................................ 177

Insolvency Proceedings .............................. 178

Insolvent ..................................................... 178

Institutional Investors ................................... 37

Insurance Distribution Directive .................... 5

Interest Collections ..................................... 179

International Central Securities Depositary 177

Investor Report ........................................... 179

IRS ................................................................ 26

Issuer ................................................ 1, 64, 179

Issuer Event of Default ......................... 67, 179

Issuer ICSDs Agreement ............................ 179

Issuer Proceeds ........................................... 179

Issuer Standard of Care .............................. 179

KWG .......................................................... 179

LCR Regulation ............................................ 30

Legal Maturity Date ......................... 4, 69, 179

Liquidity Coverage Ratio ............................. 30

Luxembourg ............................................... 179

Luxembourg Companies Law .................... 179

Luxembourg Securitisation Law ................ 179

Luxemburg Stock Exchange ....................... 179

Mandate ...................................................... 179

Maximum Partial Redemption Amount49, 71, 180

Maximum Replenishment Amount ............ 180

Member State ............................................. 180

MiFID II ....................................... 2, 4, 58, 160

Net Stable Funding Ratio ............................. 30

New Issuer ............................................ 73, 180

NGN ................................................................ 3

Non-Eligible Receivable ............................. 180

Note Principal Amount ......................... 67, 180

Noteholder .............................................. 4, 180

Noteholders ................................................... 64

Notes ................................................. 1, 64, 180

Notes Purchase Agreement ......................... 180

Notes Purchaser .......................................... 180

Obligor ........................................................ 180

Obligor Notification Event.......................... 180

OECD ......................................................... 157

OECD TP Guidelines .................................. 157

Offer ............................................................ 180

Offer Date ................................................... 180

Offering Circular ......................................... 180

Operating Ledger ........................................ 180

Participating FFI ........................................... 26

Paying Agent ................................... 65, 72, 180

Payment Date .................................... 3, 67, 181

Performing Receivable ................................ 181

Permanent Global Notes ................... 3, 64, 181

Permitted Assets ......................................... 141

Person ......................................................... 181

Personal Data .............................................. 181

Portfolio ...................................................... 181

Post-Enforcement Priority of Payments ...... 181

Pre-Enforcement Priority of Payments ....... 181

PRIIPs Regulation ........................................... 5

Principal Amount ........................................ 181

Principal Balance ........................................ 181

Principal Collections ................................... 181

Priority of Payments ................................... 181

191 Ashurst360685012.27

Proposed FATCA Regulations ..................... 26

Prospectus Regulation ............................ 1, 181

Purchase Date ............................................. 181

Purchase Price ............................................ 181

Purchase Requirements .............................. 181

Purchased Receivable ................................. 182

Purchased Receivables ............................. 2, 42

Rating Agencies ..................................... 4, 182

Receivables ................................................. 182

Receivables Purchase Agreement ............... 182

Recovery Collections.................................. 182

Regulation S ............................................... 182

Related Claims and Rights ......................... 182

Related Collateral ................................... 2, 182

Relevant Banking Entities ............................ 24

Relevant Collection Period ......................... 182

Relevant Recipients ...................................... 61

Replenishment Criteria ................... 48, 69, 183

Replenishment Ledger ................................ 183

Replenishment Period ....................... 2, 69, 183

reportable accounts ....................................... 26

Reporting Date ........................................... 183

reporting entity ............................................. 35

Reporting Entity ........................................... 61

Repurchase Agreement ............................... 183

Repurchase Event ................................. 50, 183

Repurchase Notice ................................ 50, 183

Repurchase Price ........................................ 183

Repurchased Receivable ............................. 183

Requested Partial Redemption Amount 49, 183

Required Principal Redemption Amount.... 183

Required Rating .......................................... 184

Retained Interest ............................................. 5

Retained Risk ................................................ 59

S&P ......................................................... 4, 184

Secured Obligations .................................... 184

Secured Parties ............................................ 184

Securities Act ...................................... 161, 184

SECURITIES ACT ..................................... 6, 7

Securitisation Regulation .................... 1, 5, 184

Securitisation Regulation Reporting Effective Date ............................................................... 61

Security Assets ................................ 42, 66, 184

Security Interest .......................................... 184

Seller ....................................................... 2, 184

Seller Event of Default ................................ 184

Seller Security Assets ................................. 184

Senior Person .............................................. 184

Servicer ....................................................... 185

Servicer Report ........................................... 185

Servicer Termination Event ........................ 185

Services ................................................. 99, 185

Servicing Agreement ............................ 42, 185

Servicing Fee .............................................. 185

Shortfall ...................................................... 185

Signing Date ............................................... 185

Standard of Care ......................................... 185

STS ............................................................... 36

STS Criteria .................................................. 36

STS Notification ....................................... 6, 37

STS Requirements .................................. 39, 58

Subordinated Lender ................................... 185

Subordinated Loan ...................................... 185

Subordinated Loan Agreement ................... 185

Subordinated Loan Maturity Date ............... 185

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Subordinated Loan Redemption Amount ... 185

Substitute Account Bank ............................ 185

Substitute Cash Administrator .................... 185

Substitute Corporate Administrator ............ 185

Substitute Data Trustee ............................... 186

Substitute Paying Agent ............................. 186

Substitute Servicer ...................................... 186

Substitute Trustee ....................................... 186

Suitable Entity ............................................ 186

SVI ......................................................... 39, 57

SVI ............................................................. 186

TARGET .................................................... 186

TARGET2 .................................................. 186

taxes .............................................................. 72

Taxes .......................................................... 186

TEFRA D Rules ......................................... 161

TEFRA D RULES .......................................... 7

Temporary Global Note ........................ 64, 186

Temporary Global Notes ................................ 3

Termination Date ........................................ 186

Terms and Conditions........................... 64, 186

Toyota Risk ................................................ 186

Transaction ............................................. 1, 186

Transaction Account ............................. 54, 186

Transaction Definitions ............................... 186

Transaction Definitions Agreement ............ 186

Transaction Documents .......................... 1, 187

Transaction Interpretation ........................... 187

Transparency Report ................................... 187

Transparency Requirements .......................... 35

Trust Agreement ..................................... 2, 187

Trustee .................................................... 2, 187

Trustee Claim .............................................. 187

Trustee Expenses ........................................ 187

Trustee Services .......................................... 187

Trustee Standard of Care............................. 187

Underlying Agreement ................................ 187

United States ............................................... 187

US ............................................................... 187

US Risk Retention Rules .............................. 39

VAT ............................................................ 187

Vehicle ........................................................ 187

Vehicle Sale Price ....................................... 187

Vehicles .......................................................... 2

Volcker Rule ................................................. 24

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THE ISSUER Koromo S.A., acting on behalf and for the account of its Compartment 3

22-24 Boulevard Royal L-2449 Luxembourg

Grand Duchy of Luxembourg

THE CORPORATE ADMINISTRATOR Circumference FS (Luxembourg) S.A.

22-24 boulevard Royal L-2449 Luxembourg

Grand Duchy of Luxembourg

THE SELLER and THE SERVICER Toyota Kreditbank GmbH

Toyota-Allee 5 50858 Cologne

Federal Republic of Germany

THE LEAD MANAGER Société Générale S.A.

29 boulevard Haussman 75009 Paris

Republic of France

THE TRUSTEE Circumference FS (Netherlands) B.V.

Barbara Strozzilaan 101 1083HN Amsterdam

The Netherlands

THE DATA TRUSTEE Circumference FS (UK) Limited

14 Devonshire Square EC2M 4YT London

United Kingdom

THE PAYING AGENT AND THE CASH ADMINISTRATOR BNP Paribas Securities Services S.C.A., Luxembourg Branch

33, rue de Gasperich L-5826 Hesperange L-2085 Luxembourg

Grand Duchy of Luxembourg

THE ACCOUNT BANK BNP Paribas Securities Services S.C.A. Frankfurt Branch

Cäcilienkloster 8 50676 Cologne

Federal Republic of Germany

AUDITORS TO THE ISSUER KPMG Luxembourg S.à r.l. 39, avenue John F. Kennedy

L-1855 Luxembourg Grand Duchy of Luxembourg

LEGAL ADVISERS

Transaction Counsel

Ashurst LLP, Frankfurt am Main OpernTurm, Bockenheimer Landstraße 2-4

60306 Frankfurt am Main Federal Republic of Germany

as to Luxembourg law

AKD Luxembourg S.à r.l. 40, Avenue Monterey L-2163 Luxembourg

Grand Duchy of Luxembourg