Obligation AXIA 0% ( FR0011529080 ) en EUR

AXIA

100 % ⇌

France

FR0011529080 ( en EUR )

25/07/2023 - Obligation échue

Prospectus brochure de l'obligation AXA FR0011529080 en EUR 0%, échue

100 000 EUR

750 000 000 EUR

AXA est un groupe d'assurance et de gestion d'actifs français, présent dans le monde entier, offrant une large gamme de produits et services d'assurance, de gestion de patrimoine et d'investissement.

L'Obligation émise par AXIA ( France ) , en EUR, avec le code ISIN FR0011529080, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/07/2023

AXA Bank Europe SCF
5,000,000,000
Euro Medium Term Note Programme
for the issue of obligations foncières due from one month from the date of original issue

Under the Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), AXA Bank Europe SCF
(the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue obligations foncières (the "Notes"),
benefiting from the statutory privilège created by Article L.515-19 of the French Monetary and Financial Code (Code monétaire et financier), as more
fully described herein (the "Privilège").
The aggregate nominal amount of Notes outstanding will not at any time exceed 5,000,000,000 (or its equivalent in other currencies) at the date of
issue.
Application has been made to the Commission de surveillance du secteur financier for approval of this Base Prospectus in its capacity as competent
authority in Luxembourg under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005 (as amended by the Luxembourg law of 3 July
2012) which implements the Directive 2003/71/EC of 4 November 2003, as amended, in Luxembourg.
Application may be made to the Luxembourg Stock Exchange during a period of twelve (12) months after the date of this Base Prospectus for Notes
issued under the Programme to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the
Luxembourg Stock Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in
Financial Instrument Directive 2004/39/EC of 21 April 2004, as amended from time to time, (a "Regulated Market"). Notes issued under the Programme
may also be unlisted or listed and admitted to trading on any other market, including any other Regulated Market in any Member State of the European
Economic Area ("EEA"). The relevant final terms (a form of which is contained herein) in respect of the issue of any Notes (the "Final Terms") will
specify whether or not such Notes will be listed and admitted to trading on any market and, if so, the relevant market. In relation to Notes admitted to
trading on the Regulated Market of the Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the date hereof.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described
herein.
Dematerialised Notes will at all times be in book-entry form in compliance with Articles L.211-3 et seq. of the French Monetary and Financial Code
(Code monétaire et financier). No physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be (i) in bearer form (au porteur) inscribed as from the issue date in the books of Euroclear France
(acting as central depositary) which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form,
Denomination, Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), or (ii) in registered form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as
defined in "Terms and Conditions of the Notes - Form, Denomination, Title and Redenomination"), in either fully registered form (au nominatif pur), in
which case they will be inscribed in an account maintained by the Issuer or by a registration agent (appointed in the relevant Final Terms) for the Issuer,
or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by
the relevant Noteholder.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without
interest coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary Global
Certificate will subsequently be exchanged for definitive Materialised Notes with, where applicable, coupons for interest or talons attached (the
"Definitive Materialised Notes"), on or after a date expected to be on or about the fortieth (40th) day after the issue date of the Notes (subject to
postponement as described in "Temporary Global Certificate in respect of Materialised Notes") upon certification as to non-US beneficial ownership as
more fully described herein. Temporary Global Certificates will (a) in the case of a Tranche (as defined in "Terms and Conditions of the Notes") intended
to be cleared through Euroclear and/or Clearstream, Luxembourg, be deposited on the issue date with a common depositary for Euroclear and
Clearstream, Luxembourg, and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream, Luxembourg or delivered outside a clearing system, be deposited as agreed between the Issuer and the relevant Dealer(s) (as defined below).
In the case of a Tranche which is not intended to be cleared through a clearing system, the Notes of such Tranche cannot be listed on the Official List of
the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange.
Notes issued under the Programme are expected to be rated Aaa by Moody's Investors Service Ltd and AAA by Fitch Ratings Limited (together, the
"Rating Agencies"). The rating of Notes will be specified in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency without notice.
As at the date of this Base Prospectus, each of the Rating Agencies is established in the European Union and is registered under Regulation (EC) No
1060/2009 of the European Parliament and of the Council dated 16 September 2009, as amended by Regulation (EU) No 513/2011 of the European
Parliament and of the Council dated 11 May 2011 and is included in the list of registered credit rating agencies published at the website of the European
Securities and Markets Authority (www.esma.europa.eu/page/List-registered-and-certified-CRAs).

See "Risk Factors" below for certain information relevant to an investment in the Notes to be issued under the Programme.
ARRANGER

BNP PARIBAS

PERMANENT DEALERS
BNP PARIBAS
BofA MERRILL LYNCH
CRÉDIT AGRICOLE CIB
HSBC
NATIXIS
SOCIÉTÉ GÉNÉRALE

CORPORATE & INVESTMENT BANKING

The date of this Base Prospectus is 27 June 2013

This Base Prospectus (together with all supplements thereto from time to time), constitutes a
base prospectus for the purposes of article 5.4 of the Directive 2003/71/EC of 4 November 2003
on the prospectus to be published when securities are offered to the public or admitted to
trading as amended, to the extent that such amendment have been implemented in a Member
State of the EEA (herein referred to as the "Prospectus Directive") and contains all relevant
information concerning the Issuer which is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer, as well as the base terms and conditions of the Notes to be issued under the Programme.
The terms and conditions applicable to each Tranche (as defined in "General Description of the
Programme") not contained herein (including, without limitation, the aggregate nominal
amount, issue price, redemption price thereof, and interest, if any, payable thereunder) will be
determined by the Issuer and the relevant Dealer(s) at the time of the issue on the basis of the
then prevailing market conditions and will be set out in the relevant Final Terms.

This Base Prospectus should be read and construed in conjunction with any supplement thereto
and with any other documents incorporated by reference (see "Documents incorporated by
reference"), each of which shall be incorporated by reference in and form part of this Base
Prospectus and, in relation to any Tranche of Notes, should be read and construed together with
the relevant Final Terms, the Base Prospectus and the Final Terms being together, the
"Prospectus".

This Base Prospectus (together with all supplements thereto from time to time) may only be used
for the purposes for which it has been published.

No person is or has been authorised to give any information or to make any representation other
than those contained or incorporated by reference in this Base Prospectus in connection with the
issue or sale of the Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer, the Arranger or any of the Dealer(s).
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of
the Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.

In the case of any Notes which are to be admitted to trading on a Regulated Market within the
EEA in circumstances which require the publication of a prospectus under the Prospectus
Directive, the minimum denomination shall be 100,000 (or its equivalent in any other currency
as at the date of issue of the Notes).

The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions
may be restricted by law. The Issuer, the Arranger and the Dealer(s) do not represent that this
Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action bas been taken by the Issuer, the Arranger
or the Dealer(s) which is intended to permit a public offering of any Notes or distribution of this
Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no
Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus nor any
offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Base Prospectus or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base
2

Prospectus and the offer or sale of Notes in the United States of America, the EEA (including
Belgium, France and the United Kingdom), Switzerland and Japan.

The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities regulatory authority of any state
or other jurisdiction of the United States and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons as defined in Regulation S. under the
Securities Act ("Regulation S"). The Notes may include Materialised Notes in bearer form that
are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered or sold or, in the case of Materialised Notes in bearer form, delivered within the United
States or, in the case of certain Materialised Notes in bearer form, to, or for the account or
benefit of, United States persons as defined in the U.S. Internal Revenue Code of 1986, as
amended. The Notes are being offered and sold outside the United States of America to non-U.S.
persons in reliance on Regulation S.

For a description of these and certain other restrictions on offers, sales and transfers of Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".

This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer, the Arranger or the Dealer(s) to subscribe for, or purchase, any Notes below.

The Arranger and the Dealer(s) have not separately verified the information contained or
incorporated by reference in this Base Prospectus. Neither the Arranger nor any of the Dealers
makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information or incorporated by reference in this Base
Prospectus. Neither this Base Prospectus nor any other information supplied in connection with
the Programme (including any information incorporated by reference) is intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by
any of the Issuer, the Arranger or the Dealer(s) that any recipient of this Base Prospectus or
other information supplied in connection with the Programme (including any information
incorporated by reference) should purchase the Notes. Each prospective investor in the Notes
should determine for itself the relevance of the information contained or incorporated by
reference in this Base Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. Neither the Arranger nor any of the Dealers undertake to
review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Base Prospectus nor to advise any investor or potential investor in the
Notes of any information that may come to the attention of any of the Dealers or the Arranger.

In connection with the issue of any Tranche, the Dealer(s) (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising
Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager(s)) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the
final terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time,
but it must end no later than the earlier of thirty (30) days after the issue date of the relevant
Tranche and sixty (60) days after the date of the allotment of the relevant Tranche. Any
stabilisation action or over-allotment shall be conducted in accordance with all applicable laws
and rules.

None of the Issuer, the Arranger or the Dealers makes any representation to any prospective
investor in the Notes regarding the legality of its investment under any applicable laws. If you
are in any doubt about the contents of this Base Prospectus you should contact your advisers. 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
3

to bear any losses that may result from such investment. It should be remembered that the price
of the Notes and the income from them may decrease.

In this Base Prospectus, unless otherwise specified or the context otherwise requires, references
to "", "Euro", "euro" or "EUR" are to the lawful currency of the member states of the
European Union that have adopted the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union and as
amended by the Treaty of Amsterdam, references to "£", "pounds sterling" and "Sterling" are
to the lawful currency of the United Kingdom, references to "$", "USD" and "US Dollar" are to
the lawful currency of the United States of America, references to "¥", "JPY" and "Yen" are to
the lawful currency of Japan and references to "CHF" and "Swiss Francs" are to the lawful
currency of Switzerland.
4

TABLE OF CONTENTS

Page
Person responsible for the information given in the Base Prospectus .............................................
6
Risk factors ......................................................................................................................................
7
General Description of the Programme ............................................................................................ 20
Supplement to the Base Prospectus .................................................................................................. 27
Documents incorporated by reference ............................................................................................. 28
Terms and Conditions of the Notes .................................................................................................. 30
Temporary Global Certificates in respect of Materialised Notes ..................................................... 54
Use of proceeds ................................................................................................................................ 56
Overview of the legislation and regulations relating to sociétés de crédit foncier .......................... 57
Description of the Issuer .................................................................................................................. 63
Relationship between AXA Bank Europe SCF and AXA Group Entities ........................................ 68
Form of Final Terms ......................................................................................................................... 70
Taxation ............................................................................................................................................ 80
Subscription and Sale ....................................................................................................................... 84
General Information ......................................................................................................................... 88

5

PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE BASE PROSPECTUS

AXA Bank Europe SCF (the "Responsible Person") accepts responsibility for the information contained or
incorporated by reference in this Base Prospectus and, for each Tranche of Notes issued under the Programme, in
the relevant Final Terms. . To the best of its knowledge (having taken all reasonable care to ensure that such is
the case), the information contained or incorporated by reference in this Base Prospectus is in accordance with
the facts and contains no omission likely to affect its import.

AXA Bank Europe SCF
203/205, rue Carnot
94138 Fontenay-sous-Bois
France
Duly represented by Geert Van de Walle
in its capacity as Deputy Chief Executive Officer and Director (Directeur Général Délégué) of the Issuer

6

RISK FACTORS

Prospective purchasers of Notes offered hereby should consider carefully, in light of their financial
circumstances and investment objectives, all of the information in this Base Prospectus and, in particular,
the risk factors below in making an investment decision.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes
issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons which may not be considered significant risks by the
Issuer based on information currently available to it or which it may not currently be able to anticipate.

Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and, in
the light of their own financial circumstances and investment objectives, reach their own views prior to making
any investment decision. In particular, investors should make their own assessment as to the risks associated
with the Notes prior to investing in Notes issued under the Programme.

1.
RISK FACTORS RELATING TO THE ISSUER AND ITS OPERATIONS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued
under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons which may not be considered significant risks by the
Issuer based on information currently available to it or which it may not currently be able to anticipate. All of
these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view
on the likelihood of any such contingency occurring.

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

1. Credit risk on assets

The Issuer's sole business activity is the refinancing of residential mortgage loans (either directly by purchasing
the receivables arising from such residential mortgage loans or indirectly via the subscription of residential
mortgage backed securities (RMBS) and/or mortgage promissory notes). Therefore, the Issuer is exposed,
directly or indirectly, to the credit risk of such residential mortgage loans.

However, in order to mitigate such credit risk, the assets of the Issuer will be selected so as to comply with
certain legal eligibility criteria and legal financing limitations contained in the legal framework relating to
French sociétés de crédit foncier:

A. Legal eligibility criteria

The assets of the Issuer must comply with the legal eligibility criteria provided for sociétés de crédit foncier, and
in particular given the Issuer's business activity, with the legal eligibility criteria set out in Articles L. 515-14
and L. 515-16 of the French Monetary and Financial Code (Code monétaire et financier), according to which the
Issuer may:

(i)
only acquire residential mortgage loans if, in accordance with Article L. 515-14 of the French Monetary
and Financial Code (Code monétaire et financier), such loans are secured by a first ranking mortgage
over an eligible real estate or by other real estate security interests providing an equivalent security
interest or are guaranteed by a credit institution or an insurance company that does not belong to the
same group as the relevant société de crédit foncier (see "Overview of the legislation and regulations
relating to sociétés de crédit foncier Eligible receivables"), and/or

(ii)
only subscribe for units or notes issued by French organismes de titrisation or any other similar foreign
entities governed by the laws of a Member State of the European community or European economic
area, if the following provisions of Articles L.515-16 and R. 515-4 of the French Monetary and
Financial Code (Code monétaire et financier) are complied with:

(a)
the assets of such securitisation vehicles comprise at least 90 per cent. of mortgage loans
complying with the criteria defined in I of Article L. 515-14 of the French Monetary and
7

Financial Code (Code monétaire et financier) or other receivables benefiting from equivalent
security interests;

(b)
such units or notes are not subordinated units or subordinated notes;

(c)
such units or notes benefit from the highest level of credit assessment (meilleur échelon de
qualité de crédit) assigned by an external rating agency recognised by the Autorité de contrôle
prudentiel pursuant to Article L. 511-44 of the French Monetary and Financial Code (Code
monétaire et financier); and

(d)
such units or notes are refinanced within a limit of 10 per cent. of the nominal amount of the
obligations foncières (i.e. the Notes) and other liabilities benefiting from the Privilège, except,
until 31 December 2013, if (i) loans composing the assets of the vehicle are transferred by an
entity belonging to the same group or affiliated to the same central body as the Issuer and
(ii) the subordinated units of the vehicle are kept by such entity; and/or

(iii)
only subscribe mortgage promissory notes (billets à ordre hypothécaires) governed by Article L.313-42
et seq. of the French Code monétaire et financier provided that (a) such mortgage promissory notes do
not exceed 10 per cent. of the Issuer's assets in accordance with Article L. 515-16-1 of the French
Monetary and Financial Code (Code monétaire et financier) and (b) the loans refinanced by such
mortgage promissory notes are (i) secured by a first ranking mortgage over an eligible real estate or by
other real estate security interests providing an equivalent security interest in accordance with Article L.
515-14 of the French Monetary and Financial Code (Code monétaire et financier) or (ii) guaranteed by
a credit institution or an insurance company that does not belong to the same group as the relevant
société de crédit foncier (see "Overview of the legislation and regulations relating to sociétés de crédit
foncier Eligible receivables").

Compliance with those legal eligibility criteria is controlled by the specific controller of the Issuer who reports to
the Autorité de contrôle prudentiel (See "Overview of the legislation and regulations relating to sociétés de
crédit foncier").

In addition, according to Articles L. 515-17 and R. 515-7 of the French Monetary and Financial Code (Code
monétaire et financier), the Issuer may hold securities, values or deposits which are sufficiently secure and liquid
as replacement assets (valeurs de remplacement).

Those replacement assets may only comprise exposures on credit institutions or investment firms benefiting
from the highest level of credit assessment (meilleur échelon de qualité de crédit) or guaranteed by credit
institutions or investment firms of the same level of credit assessment or when the remaining maturity of such
exposures on, or guaranteed by, credit institutions or investment firms is less than 100 days, the second highest
level of credit assessment (second meilleur échelon de qualité de crédit) assigned by an external rating agency
recognised by the Autorité de contrôle prudentiel pursuant to Article L. 511-44 of the French Monetary and
Financial Code (Code monétaire et financier).

The total amount of such replacement assets must not exceed 15 per cent. of the nominal amount of the
obligations foncières issued by the Issuer and other resources benefiting from the Privilège as described in the
section entitled "Overview of the legislation and regulations relating to sociétés de crédit foncier Privilège and
non privileged debts".

Pursuant to Article 13 of Regulation 99-10 (as amended from time to time) of the Committee of banking and
financial regulation (the Comité de la réglementation bancaire et financière or "CRBF"), the Issuer must send to
the Autorité de contrôle prudentiel no later than on 10 June of each year information relating to the quality of its
financed assets. This report is published within 45 days of a general meeting approving the financial statements
of the year then ended. In particular, the characteristics, details of the distribution of loans, exposures and
guarantees, the total of any unpaid amounts, the distribution of debts by amount and by category of debtors, the
proportion of early repayments, and the level and sensitivity of the position of rates are required to be included
as part of the latter report. In addition, according to Article L.515-17-2 of the French Monetary and Financial
Code (Code monétaire et financier), the Issuer must publish every quarter a report containing the same
information relating to the quality of its assets, together with information relating to the duration of the loans,
securities and instruments to be financed. Such report is available for viewing on the Issuer's website
(http://www.axabank.eu/eng/financialinformation-overview/coveredbonds). In addition, pursuant to Articles 1 et
seq. of Regulation 99-10 of the CRBF, the Issuer must publish a report (which must be attached to its annual
8

report) on the valuation and the methods for the periodic review of real properties values financed by loans
which are eligible assets of a société de crédit foncier or used as collateral on such loans.

B. Financing limitation for privileged debts

Even if they comply with all the legal eligibility criteria set out by the French legal framework applicable to
sociétés de crédit foncier, the RMBS (or residential mortgage loans if direct assignment or mortgage promissory
notes) subscribed for by the Issuer may only be financed by the issuance of French obligations foncières up to a
maximum limit determined by the law (quotité de financement). Moreover, the RMBS subscribed for by the
Issuer may only be refinanced within 10 per cent. of the nominal amount of the obligations foncières (i.e. the
Notes) and other liabilities benefiting from the Privilège, except, until 31 December 2013, if (i) loans composing
the assets of the vehicle are transferred by an entity belonging to the same group or affiliated to the same central
body as the Issuer and (ii) the subordinated units of the vehicle are kept by such entity all in accordance with
Article R.515-3, IV of the French Monetary and Financial Code (Code monétaire et financier) implementing
Directive 2010/76/EU of the European Parliament and of the Council of 24 November 2010 (amending
Directives 2006/48/EC and 2006/49/EC as regards capital requirements for the trading book and for re-
securitisations, and the supervisory review of remuneration policies) under French law (the "Exemption").

As at the date of this Base Prospectus, the RMBS subscribed for by the Issuer are refinanced by issuance of
French obligations foncières up to 100 per cent. of the nominal amount of the Notes in accordance with the
Exemption. Although the Issuer is of the opinion that, depending of the timing of implementation under French
law, there are reasonable chances that such Exemption will be extended to a longer term (i.e. until 31 December
2017 subject to approval of the relevant competent authorities (i.e. the Autorité de contrôle prudentiel for
France), in accordance with article 473 of the capital requirements regulation on prudential requirements for
credit institutions and investment firms as adopted by the European Parliament on 16 April 2013), the end of the
Exemption may adversely affect the Issuer's business activity since the Issuer could be required to comply with
the limitation mentioned above and to find substitute eligible assets.

See A(ii)(d) above and "Overview of the legislation and regulations relating to sociétés de crédit foncier Cover
ratio".

C. Cover ratio between assets and privileged debts

According to Articles L. 515-20 and R. 515-7-2 of the French Monetary and Financial Code (Code monétaire et
financier), the Issuer must maintain at all times a cover ratio of its liabilities benefiting from the Privilège to its
assets (including the replacement assets) of at least 102 per cent. Calculation of this cover ratio is set out in
Regulation 99-10 of the CRBF pursuant to which the ratio's denominator (Art. 8) is comprised of obligations
foncières and other resources benefiting from the Privilège and the ratio's numerator (Art. 9) is made up of all
the assets weighted at the relevant percentage applicable to their category. For the relevant weighting percentage
applicable to the assets of the Issuer see "Overview of the legislation and regulations relating to sociétés de
crédit foncier Cover ratio".

Pursuant to Regulation 99-10 of the CRBF, the Issuer must at all times comply with the conditions of the above
cover ratio. The specific controller (as described in the section entitled "Description of the Issuer") has access to
information that allows confirmation of each issue's compliance with the cover ratio. This cover ratio is
published twice a year and checked by the specific controller in connection with the Issuer's quarterly
programme of issues benefiting from the Privilège or in relation to issues of notes also benefiting from the
Privilège that are equal to or exceed Euro 500,000,000.

2. Market risks

Market risk may come from a foreign exchange risk. The AXA Bank Europe group's management policy is to
take no foreign exchange risks. Assets and liabilities originally in foreign currencies are swapped against euros
when they are acquired.

3. Interest rate and currency risks

The Issuer uses micro and macro hedges to hedge general interest rate and currency risks. The goal of the Issuer
is to neutralise interest rate and currency risks as much as possible from an operating standpoint. The ability of
the Issuer to enter into appropriate hedging agreements or find replacement hedging agreements depends
however on market conditions prevailing at that time.

9

The hedging agreements will provide a hedge of any interest rate or currency risk arising from the mismatches
between (i) the amounts of principal and interest payable by the Issuer under the Notes, and (ii) the currencies in
which the RMBS (or residential mortgage loans if direct assignment) subscribed for by the Issuer are
denominated and the interest rate conditions applicable to them and in particular, the hedging agreements will
ensure that the Issuer will have in place appropriate derivative transactions to hedge the currency and interest
rate risks arising from such assets.

For this purpose, the Issuer will enter into one or more hedging agreements and related hedging transaction(s)
with eligible hedging provider(s) with minimum ratings complying with the rating agencies public
methodologies and criteria which are, as at the date on which they are entered into, commensurate to the then
current rating of the Notes and on terms as per rating agencies' public methodologies and criteria to cover
interest rate and/or currency risks arising from the mismatches between the payments received under the RMBS
(or residential mortgage loans if direct assignment) subscribed for by the Issuer and the payments to be made
under the Notes.

The hedging agreements may be documented under a 1992 (Multicurrency - Cross Border) or a 2002
International Swap Derivatives Association (ISDA) master agreement (including its schedule, credit support
document and confirmations) governed by English law or its equivalent under the Fédération Bancaire
Française (FBF) master agreement relating to transactions on forward financial instruments (including its
schedule, collateral annex and confirmations) and will contain provisions complying with the rating agencies'
public methodologies and criteria which are commensurate to the then current rating of the Notes, in particular in
relation to the hedging mechanisms for the counterparty risks.

Termination or transfer of a hedging agreement may be at the Issuer's cost and may therefore, depending on
market conditions prevailing at that time, have a material adverse affect on the Issuer's financial situation.

Pursuant to the second paragraph of Article L.515-18 of the French Monetary and Financial Code (Code
monétaire et financier), the hedging agreement(s) and related hedging transaction(s) entered into by the Issuer in
relation to the Notes will benefit from the Privilège created by Article L.515-19 of the French Monetary and
Financial Code (Code monétaire et financier). However, the Issuer may also enter into forward financial
instruments which will not benefit from the Privilège, in particular when such forward financial instruments are
not concluded by the Issuer to hedge items of its assets and/or privileged liabilities or the global risk on its
assets, liabilities and off-balance sheet items in accordance with Article L.515-18 of the French Monetary and
Financial Code (Code monétaire et financier).

The replacement assets referred to in Articles L. 515-17 and R. 515-7 of the French Monetary and Financial
Code (Code monétaire et financier) are managed so as not to incur any interest rate risk.

4. Credit risk on bank counterparties

For the Issuer, counterparty risk is that of counterparties in:

(a)
hedging operations; and

(b)
cash advance provider; and

(c)
holding the Issuer's bank accounts.

With respect to the counterparty risk under the hedging agreements entered into by the Issuer, the hedging
agreements shall contain appropriate wording complying, as at the date on which they are entered into, with the
rating agencies public methodologies and criteria which are commensurate to the then current rating of the
Notes. In particular, in the event that the eligible hedging provider(s) (or their respective guarantor, as
applicable) is or are downgraded by a rating agency below a minimum hedging rating determined in accordance
with the rating agencies' public methodologies and criteria which are commensurate to the then current rating of
the Notes, the relevant eligible hedging provider shall take certain remedial measures, at its cost, which may
include one or more of the following, depending on the level of the downgrading:

(i)
providing collateral for its obligations under the relevant hedging agreement;

(ii)
arranging for its obligations under the relevant hedging agreement to be transferred to a replacement
eligible hedging provider benefiting from the minimum level of ratings complying with the relevant
rating agency public methodologies and criteria (as specified in the relevant hedging agreement);
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