GERMAN MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT

together with any ancillary rights of such Transferable Receivable(s) and any related security for the Purchase Price in accordance with this Agreement, subject to Clause 9, provided that:

(a)

on or after the Final Transfer Date, the Transferee shall no longer be authorized to purchase any Transferable Receivable;

(b)

in the event that any of the Originators does not make an Offer on two consecutive Information Dates, the Final Transfer Date shall be deemed to have occurred on the last of these two Information Dates; and

(c)

no Offer shall be deemed to be made by an Originator for the Transfer Date relating to such Information Date if no Transferable Receivable originated during the Collection Period immediately preceding such Information Date is reported in the relevant Statement and Portfolio Files notified to the Transferee on such Information Date.

B.

Each Offer must be made substantially in the form set out in Schedule 2 hereto and shall contain the following information:

(i)

the number of Transferable Receivables to be assigned, the total aggregate outstanding amount of the Transferable Receivables to be assigned, the amount of Credit and Dilution in respect of Transferable Receivables to be assigned, and

(ii)

in respect of each offered Transferable Receivable, the invoice number and Debtor identification number, the amount due as of the relevant Information Date, the due date, a detailed description of any related security and the invoice date.

Additionally, with respect to any such offer, a Debtors File and a Debtors Table are to be provided to the Data Protection Trustee in the form of Schedule 3. .

10.2

Financing Conditions

10.3

Acceptance of Offer; Purchase Price

10.4

Transfer of Title

(a)

if the related security is governed by Gentian law and the transfer of possession (Besitzübergabe) is necessary for the transfer of title, such transfer of possession shall be substituted as follows:

-

if the relevant Originator holds direct possession (unmittelbarer Besitz) in respect of the related security, such Originator shall hold such related security in custody for the Transferee free of charge;

-

if the relevant Originator holds indirect possession (mittelbarer Besitz) in respect of the related security or is entitled to claim surrender of the related security from a third party for any other reason, such Originator hereby assigns any claim to surrender (Herausgabeanspruch) the related security to the Transferee who hereby accepts such assignment;

(b)

if the related security is governed by the laws of any other jurisdiction, sub-clause (a) above shall apply mutatis mutandis.

10.5

Transfer Procedures

A.

On each Transfer Date before 1.00 p.m., each Originator shall, subject to Clause 9, transfer to the Transferee the Transferable Receivables the subject of the Offer made on the related Information Date pursuant to Clause 10.2.

B.

Furthermore, on such Transfer Date:

(i)

each Originator shall deliver to the Transferee an Offer; and

(ii)

at the same time as the Offer Form is delivered, the Transferee shall pay to the relevant Originator’s Account an amount equal to the aggregate Billing Amount of the Group of Transferred Receivables, with good value on that date.

11.

Warranties of Compliance

A.

On each Transfer Date, each Originator makes the following representations and warranties (the Warranties of Compliance) for the benefit of the Transferee in respect of each Transferred Receivable in the form of an independent guarantee (selbständige Garantie):

(i)

such Transferred Receivable bears all of the characteristics of a Transferable Receivable;

(ii)

such Transferred Receivable is identified in the Statement and in the Portfolio Files delivered on the Information Date relating to such Transfer Date and the relevant Statement and the Portfolio Files strictly conform with the forms attached as Schedule 3; and

(iii)

if identified as an Eligible Receivable in the Statement or in the Portfolio Files delivered on the Information Date relating to such Transfer Date, such Transferred Receivables bears all the characteristics of an Eligible Receivable.

B.

The Warranties of Compliance shall be deemed reiterated by each Originator to the Transferee on each Transfer Date.

12.

Information Obligations of the Originators

A.

On each Statement Date, each Originator shall draw up a Statement and the related Portfolio Files in order to notify the Offer to the Transferee before 11.00 a.m. on the Information Date corresponding to that Statement Date.

B.

Any Statement and any of the Portfolio Files shall be notified in their respective form as set out in Schedule 3.

13.

Calculation and Determination of the Financing Conditions by the Transferee

14.

Transactions to be carried out during the Replenishment Period

(i)

payment by the Originators to the Transferee of an amount equal to the difference between: (a) the amount of Collections relating to the immediately preceding Collection Period ending before such Transfer Date; and (b) the Retransfer Payments made in relation to the Retransfers occurring during such Collection Period (exclusive of its last day);

(ii)

Increase of the Deposits, if any;

(iii)

payment by the Originators to the Transferee of the Transfer Fee and the Management Fee;

(iv)

payment of the Purchase Price to the relevant Originator by the Transferee of the Transferred Receivables listed in the Financing Conditions;

(v)

Release of the Deposits, if any;

(vi)

payment of the Immobilization Fee; and

(vii)

payment of the Collection Fee.

15.

Transactions to be carried out during the Redemption Period or any Temporary Redemption Period

(i)

payment by the Originators to the Transferee of an amount equal to the difference between (a) the amount of Collections relating to the immediately preceding Collection Period ending before such Transaction Date, and (b) the Retransfer Payments made in relation to the Retransfers occurring during such Collection Period exclusive of its last day;

(ii)

payment by the Originators to the Transferee of the Transfer Fee and the Management Fee;

(iii)

Release of the Complementary Deposit, subject to the limits and conditions set forth in Part VII;

(iv)

after the redemption in full of the Financing and Complementary Deposit, Release of the Subordinated Deposit or part thereof, subject to the limits and conditions set forth in Part VII; and

(v)

payment of the Immobilization Fee; and

(vi)

payment of the Collection Fee.

16.

Servicing Obligations of the Originators

(i)

not to make any change whatsoever in the contractual terms and conditions applicable to the Transferred Receivables and to such rights and security interests as may be attached to them, unless otherwise provided by this Agreement;

(ii)

at the Transferee’s request in order to protect its interests, to inform the Transferee of any related security and other rights attached to the Transferred Receivables and to co-operate with the Transferee whenever said related security and rights are exercised or enforced;

(iii)

not to demand that the Transferee perform any act or carry out any formality not provided for in this Agreement;

(iv)

to fulfil its contractual obligations towards the Debtors;

(v)

to retain all contracts and documents concerning each Transferred Receivable until the relevant Transferred Receivable is paid in full or has become an Irrecoverable Receivable;

(vi)

to remit promptly to the Transferee all documents and contracts relating to a Transferred Receivable on first demand by the Transferee, in order to enable it to verify the accuracy of the Warranties of Compliance;

(vii)

to inform the Transferee promptly if any of the Warranties of Compliance made by such Originator is inaccurate as regards any Transferred Receivable;

(viii)

to inform the Transferee promptly of any change concerning its computer system in the event that such change may at any time prevent the Transferee’s access to the data contained in any Statement or any Portfolio File, as well as any change concerning the working or running of any Statement or any Portfolio File;

(ix)

not to change the nature of its business if such change will or is likely to materially alter the Quality of the Transferred Receivables, or its ability to fulfil its management obligations under the Agreement; however, such Originator shall be authorized to modify its general terms and conditions used in connection with the Commercial Contracts; provided that it has previously given notice of its intention to the Transferee and that such modification has no Material Adverse Effect;

(x)

to carry on its business so that the Quality of the Transferred Receivables and the ability of the relevant Originator to fulfil its servicing obligations under the Agreement are not materially altered thereby;

(xi)

not to change its Management Procedures in a manner likely to alter materially the Transferee’s rights (in particular, a change causing a deterioration of the quality of information provided to the Transferee or of the performance of the Transferable Receivables), and to inform promptly the Transferee of any material change in those Management Procedures in any event;

(xii)

to inform the Transferee of any material breach of its obligations as regards the servicing of the Transferable Receivables;

(xiii)

not to use, for the servicing of the Transferable Receivables (namely, as regards the use of any Statement or any Portfolio File), software not belonging to it or which license prohibits the Originator’s use for the purposes of the Agreement;

(xiv)

not to use any other bank account other than the Collection Accounts for the Debtor Payments,

(xv)

to set up with the Transferee and at least once a year after 2004 an updated indicative timetable intended to replace the timetable set up for the years 2003 and 2004 attached as Schedule 5 and, at the same time, to specify with the Transferee which of the dates appearing in the relevant new timetable shall be deemed the first Transfer Date for the relevant year; and

(xvi)

to inform the Transferee immediately if any supplier withdraws the authority to collect any Receivable which is subject to an Extended Retention of Title Clause.

17.

Equivalent Payments

17.1

Amount of an Equivalent Payment

(i)

the Transferee no longer holds unrestricted title to such Transferred Receivable and any related security and other rights relating thereto; or

(ii)

the relevant Originator is in breach of one or more Warranties of Compliance concerning such Transferred Receivable, the consequence of which is to reduce the amount of this Transferred Receivable or to cause the Debtor to contest it; or

(iii)

the Debtor Payments are reduced as a consequence of any supplier enforcing its rights under an Extended Retention of Title Clause.

17.2

Date of Equivalent Payments

17.3

Remedies of the Transferee

(i)

automatically set-off the amount owed to the Transferee in respect of said Equivalent Payment against the amount owed to the Depositor in respect of any Release of the Deposits; or

(ii)

in case no amounts can be set-off, and upon written notice setting out the reason to the relevant Originator, exercise all rights and remedies against such Originator or the Guarantor including any of its rights under the US Guarantee, in order to obtain payment of the sums due and payable which remain outstanding, without prejudice to the Transferee’s rights under Clause 40.

18.

Servicing Mandate

18.1

Servicing Mandate

18.2

Termination of Servicing Mandate

A.

It is not initially provided that the Transferee informs the Debtors of the transfer of Transferred Receivables. However, in order to protect its interests and in particular if an Event of Default has occurred, the Transferee may (i) inform the Debtors of the transfer at any time in its discretion; (ii) terminate the Servicing Mandate as regards all or part of the Transferred Receivables, subject to having notified the relevant Originator thereof in writing at least five (5) Business Days before the date of such termination; (iii) terminate the Collection Accounts Pledge Agreement accordingly, and (iv) transfer to a Back-up Servicer the management and recovery mandate for collections of the Transferred Receivables. Once appointed, the Back-up Servicer may directly notify the Debtors of the transfer and direct the payments of the Receivables to the Transferee’s Account.

B.

All costs incurred by the Transferee in connection with:

(a)

the termination of the Servicing Mandate and the enforcement of the Collection Accounts Pledge Agreement; and

(b)

the management of the collection of the Transferred Receivables and the Collections by the Back-up Servicer;

shall be borne exclusively by the Originators, up to an amount limited to EUR two (2) per Invoice (not including legal and court fees). The Originators shall reimburse all such costs (including legal and court fees) upon duly justified and documented demand.

C.

The termination of the Servicing Mandate shall not give rise to any termination indemnity in favor of any Party.

19.

Obligations of the Originators in respect of Collections

(i)

(A) to refrain from materially modifying its Management Procedures in a manner that would likely cause prejudice to the Transferee’s rights, namely by causing an increase of the average term of collection or a lower collection rate, and, in any event, (B) to inform promptly the Transferee of any material change in its Management Procedures concerning the collection procedures and (C) to provide the Transferee with an yearly update of its Management Procedures;

(ii)

not to change the nature of its business if such a change will or is likely to materially and adversely affect the collection of the Transferred Receivables or its ability to fulfil its obligations under this Agreement, namely as regards the collection of Transferred Receivables;

(iii)

to carry on its business so that the collection of the Transferred Receivables or its ability to fulfil its obligations under the Agreement, namely as regards the collection of Transferred Receivables, cannot be materially and adversely be affected thereby;

(iv)

to provide the Transferee, upon reception of fully-substantiated notification by the latter so requesting, Statements, Portfolio Files and all other documents allowing it to verify the performance of its obligations as regards the collection of the Transferred Receivables;

(v)

to inform the Transferee of any material breach of its obligations as regards the servicing of the Transferred Receivables;

(vi)

not to provide any documents containing, to the best of its knowledge, inaccurate or incomplete information;

(vii)

not to credit on the Collection Accounts any sums that are not Debtor Payments within the meaning of this Agreement and not to have Debtor Payments paid to accounts other than the Collection Accounts; and

(viii)

not to use, for the collection of the Transferred Receivables (namely, as regards the use of any Statement or any Portfolio File), software not belonging to it or whose license prohibits its use for the purposes of the Agreement;

(ix)

if any supplier of any Originator withdraws such Originator’s authority to collect Receivables which are subject to an Extended Retention of Title Clause, such Originator shall notify the Transferee by telefax without any delay, but in any case no later than three (3) Business Day following the receipt of such withdrawal.

20.

Renegotiations

A.

In the event an Insolvency Proceeding is instituted against a Debtor or a Group of Debtors in relation to one or several Transferred Receivables, each Originator may, subject to the fulfillment of its diligence obligations under Clause 23, make or accept proposals with a view to extend the maturity of those Transferred Receivables. However, for any proposal of renegotiations not envisaged in the Management Procedures, or whose characteristics are not those provided for such type of proposal of renegotiations in the Management Procedures, the relevant Originator must obtain the prior written consent of the Transferee, which shall not be unreasonably withheld, before declining or accepting such proposal.

B.

Each Originator shall be entitled to grant Credits in accordance with its Management Procedures.

C.

Without prejudice to Clause 20. A above, each Originator may renegotiate the due date of a Transferred Receivable in accordance with its Management Procedures.

D.

Aside the instances described above, the Originators shall not under any circumstances modify the contractual terms and conditions of a Transferred Receivable without the prior written consent of the Transferee, which shall not be unreasonably withheld.

21.

Authority to Sue and be Sued

A.

Each Originator as servicer shall hereby be authorised to sue Debtors owing Transferred Receivables in any court in Germany or in any other competent jurisdiction in such Originator’s own name and for the benefit of the Transferee (gewillkürte Proze b istandschaft), the Transferee being obliged where necessary to assist the respective Originator in exercising all rights and remedies under and in connection with the relevant Transferred Receivables.

B.

The costs, fees and taxes incurred in connection with the above proceedings shall be borne solely by the respective Originator. However, any damages paid and court fees reimbursed, in any recovery proceeding described above, beyond the Billing Amount of the relevant Transferred Receivables shall remain to the benefit of the relevant Originator.

22.

Payments of Collections

A.

For a given Collection Period, the Collections shall be the total sum of:

(a)

the Debtor Payments made during that Collection Period; plus

(b)

the Equivalent Payments owed by the Originators to the Transferee with respect to Clause 17.2, as to events described in Clause 17.1 having occurred during that Collection Period; plus

(c)

the Retransfer Payments owed by the Originators to the Transferee with respect to all Retransfers made during that Collection Period (subject to Clause 24.3).

B.

Until and unless an Early Termination Event has occurred during any given Collection Period:

-

each Originator shall be free to use the Debtor Payments standing to the credit of its respective Collection Accounts at any time during such Collection Period, subject only to the relevant provisions of the Collection Accounts Pledge Agreement; and

-

each Originator shall, on the Transaction Date following such Collection Period before 01.00 p.m., debit from the Collections Accounts and credit to the Transferee’s Account the full amount of the Debtor Payments having been made during such Collection Period.

C.

Upon the occurrence during any given Collection Period of an Early Termination Event which is continuing, the Transferee, in its capacity as beneficiary under the Collection Accounts Pledge Agreement, shall be entitled to send a Stop Drawing Notice (as defined in the Collection Accounts Pledge Agreement) to each bank with which any of the Collection Accounts are held and exercise all of the rights and privileges conferred to him in its capacity as beneficiary under the Collection Accounts Pledge Agreement in accordance with the respective terms thereof.

D.

In the event that, on a Transaction Date, the relevant Originator is in default of its obligation to credit the full amount of the Collections for the immediately preceding Collection Period to the Transferee’s Account (whether by debit from the Collections Account or otherwise), the Transferee may, without prejudice and in addition to any relevant provisions of the Collection Accounts Pledge Agreement, make a demand under the relevant US Guarantee in accordance with its terms. Such demand shall be made by the Transferee before close of business (Paris time) on a Business Day in the US for payment instructions to be granted by the Guarantor at the latest on 05.00 p.m. (Los Angeles time) on the Business Day in the US of such demand and effective payment to be made before 05.00 p.m. (Los Angeles time) on the fourth Business Day in the US at the latest after such demand. A demand under the relevant US Guarantee may only be made on or after the day following each relevant Transaction Date in respect of the Collections for the immediately preceding Collection Period or, as the case may be, on or after any Final Transfer Date.

E.

In the event that a Debtor is both a debtor in respect of one or more Receivables not transferred to the Transferee by the relevant Originator and a debtor in respect of one or more Transferred Receivables, any payment received from this Debtor shall first be applied to the Transferred Receivables each time that:

(a)

the Debtor expressly instructs to that effect, in accordance with § 366(1) of the German Civil Code ( Bürgerliches Gesetzbuch ); or

(b)

where the said Debtor Payment is obviously related to a Transferred Receivable.

F.

In an event other than those mentioned under paragraph (E) above, and unless the Debtor expressly indicates the contrary, the Debtor Payment shall, as between the relevant Originator and the Transferee, be applied first to the Transferred Receivables relating to such Debtor, and in the order of priority corresponding to their respective due dates, beginning with the oldest among them.

23.

Diligence Obligations of the Originators

(i)

to comply with any applicable statutes and regulations in force;

(ii)

to use a level of care and diligence at least equivalent to that used in connection with its own receivables ( Sorgfalt in eigenen Angelegenheiten );

(iii)

to ensure that any related security, rights, claims, privileges, encumbrances and other benefits attached to the Transferred Receivables are valid and remain in force and are exercised in due time;

(iv)

to oppose any claim challenging the existence, validity, amount or maturity of the Transferred Receivables or any related security, rights, claims, privileges, and other benefits, if any, attached thereto;

(v)

to take such steps as may be required or appropriate for the recovery of the sums of all kinds due under the Transferred Receivables; and

(vi)

to take such steps as may be required to cause any attachment, seizure, or any civil enforcement measure levied or applied for by a third party against it and affecting a Transferred Receivable to be released or withdrawn and to do so within 30 calendar days or any longer timeframe upon which the Parties have agreed.

24.

Retransfer to the Originators

24.1

Conditions of Acceptance of Retransfer

A.

Each Originator may offer to re-purchase and have re-assigned from the Transferee one or more Transferred Receivables previously sold and assigned to the Transferee by it. However, such request may only be accepted by the Transferee subject to the following conditions:

(a)

the Retransfer concerns all and not just part of the Billing Amount of the relevant Receivable, the relevant Originator being in charge of identifying the amounts of the Debtor Payments or Equivalent Payments already received;

(b)

the Retransfer occurs by means of sale ( Verkauf ) and assignment ( Abtretung ) on the basis of an offer (a “Retransfer Offer” ) in the form of Schedule 6, its amount per receivable being equal to the Billing Amount of each Transferred Receivable;

(c)

the relevant Originator shall serve a Retransfer Offer which shall contain the following:

-

the intended Retransfer Date, which shall be a Transaction Date (except as provided for in Clause 24.3); and

-

the identification of each Transferred Receivable proposed for Retransfer, as such is specified in the form of Schedule 6, and

(d)

the Transferee is the owner of the Receivables proposed for Retransfer on the intended Retransfer Date or, should the Transferee have exercised its rights to onward transfer such Receivables to any Permitted Onward Transferee pursuant to Clause 25.1, the Transferee has the right to obtain the retransfer of the same from such Permitted Onward Transferee on the intended Retransfer Date.

B.

The Retransfer shall be offered by the relevant Originator to the Transferee on the Information Date corresponding to the Transaction Date which such Originator proposes for the Retransfer (except as provided for in Clause 24.3), or no later than three (3) Business Days before the intended Retransfer Date.

24.2

Means of Retransfer

A.

Upon satisfaction of the conditions set forth in Clause 24.1, the Transferee shall, at its discretions, accept any Retransfer Offer as notified by any Originator. The Retransfer shall take effect upon the payment of the Retransfer Payment on the Retransfer Date agreed upon by the parties hereto and before 11.00 a.m. on such date or, in the absence of such agreement, on the date set forth in the offer of Retransfer and before 11.00 a.m. on such date.

B.

The Retransfer Payment shall be made on the Retransfer Date against delivery by the Transferee of a Retransfer Offer.

24.3

Retransfer Date

25.

Onward Transfer by the Transferee

25.1

Onward Transfer during the Replenishment Period

A.

At any time prior to the Redemption Date, the Transferee may onward transfer to any Permitted Onward Transferee, by any means, all or part of the Transferred Receivables. The rights and obligations of the Originators and of the Transferee under this Agreement shall remain unchanged in any event, notwithstanding the onward transfer to any Permitted Onward Transferee of all or part of the Transferred Receivables. In particular, the procedures governing the creation, Increases and Releases of the Deposits shall remain unchanged.

B.

In the event of an onward transfer as described above in paragraph (A), the Transferee shall ensure that such transfer is not likely to cause a termination of the Servicing Mandate. In the event that the relevant Permitted Onward Transferee directly authorizes each Originator to collect the Receivables onward transferred to it on its behalf, each Originator shall have the same rights and obligations under such mandate as those granted to it under the Servicing Mandate and such mandate may be terminated under the same conditions.

25.2

Onward Transfer during the Redemption Period

A.

At any time after the Redemption Date, and in the event the Transferee intends to onward transfer all Transferred Receivables to any Permitted Onward Transferee, the Transferee shall notify the Originators thereof and set out the conditions of the transfer which have been accepted by such Permitted Onward Transferee, by facsimile, confirmed by registered letter with acknowledgement of receipt, in order to allow all of the Originators to demand a Retransfer of the relevant Transferred Receivables prior to such onward transfer being effected.

B.

If all of the Originators demand such Retransfer in writing before the fifth (5 ^th ) Business Day following receipt of the aforementioned letter by all of the Originators, the Retransfer shall be carried out by all of the Originators and the Transferee under conditions at least equally favorable to the Transferee as those governing the offer to the Permitted Onward Transferee mentioned above.

C.

In the event that any of the Originators refuses or does not reply before the fifth (5 ^th ) Business Day following receipt of the aforementioned letter by all of the Originators, the Transferee shall be free to transfer the relevant Transferred Receivables to the aforementioned Permitted Onward Transferee under the conditions set forth in the said letter or under any other conditions more favorable to the Transferee.

D.

The payment of a purchase price by any Permitted Onward Transferee to the Transferee pursuant to this Clause 25 shall be construed as having the effect of a Retransfer Payment of same amount for the purpose of calculating the amount of the Deposits on each relevant date.

26.

Characteristics of the Financing

26.1

Transferee’s Commitment

26.2

Calculation of the Financing during the Replenishment Period